As filed with the Securities and Exchange Commission on September 9, 2021
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CFSB Bancorp, Inc. and
Colonial Federal Savings Bank 401(k) Plan
(Exact Name of Registrant as Specified in Its Charter)
United States of America | 6035 | Being applied for | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
15 Beach Street
Quincy, Massachusetts 02170
(617) 471-0750
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Michael E. McFarland
President and Chief Executive Officer
15 Beach Street
Quincy, Massachusetts 02170
(617) 471-0750
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Lawrence M.F. Spaccasi, Esq. Scott A. Brown, Esq. Thomas P. Hutton, Esq. Luse Gorman, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, D.C. 20015 (202) 274-2000 |
P. Ross Bevan, Esq, Silver, Freedman, Taff & Tiernan LLP 3299 K Street, N.W., Suite 100 Washington, D.C. 20007 (202) 295-4500 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.:
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. 9
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered |
Amount to be
registered |
Proposed maximum
offering price per share(1) |
Proposed maximum
aggregate offering price(1) |
Amount of
registration fee |
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Common Stock, $0.01 par value per share |
2,975,625 shares | $10.00 | $29,756,250 | $3,246 | ||||
Participation Interests |
(2) | (2) | ||||||
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(1) |
Estimated solely for purposes of calculating the amount of the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended. |
(2) |
The securities to be purchased by the Colonial Federal Savings Bank 401(k) Plan are included in the amount shown for the common stock. Accordingly, no separate fee is required for the participation interests |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Prospectus Supplement
Interests in
COLONIAL FEDERAL SAVINGS BANK
401(k) PLAN
Offering of Participation Interests in up to 632,188 Shares of
CFSB BANCORP, INC.
Common Stock
CFSB Bancorp, Inc. is offering shares of common stock for sale at $10.00 per share in connection with the reorganization of Colonial Federal Savings Bank, a federal mutual savings bank headquartered in Quincy, Massachusetts, into the mutual holding company form of organization and the related minority stock offering of CFSB Bancorp, Inc., the proposed holding company of Colonial Federal Savings Bank. Following the reorganization and minority stock offering, it is expected that shares of CFSB Bancorp, Inc. will be listed on Nasdaq Capital Market under the symbol [symbol].
In connection with the reorganization of Colonial Federal Savings Bank and the related minority stock offering of CFSB Bancorp, Inc., CFSB Bancorp, Inc. and Colonial Federal Savings Bank are offering participants in the Colonial Federal Savings Bank 401(k) Plan (the 401(k) Plan) the opportunity to invest up to 75% of their 401(k) Plan account balances in the common stock of CFSB Bancorp, Inc. Based upon the value of the 401(k) Plan assets as of August 1, 2021, the trustee of the 401(k) Plan could purchase up to 632,188 shares of CFSB Bancorp, Inc. common stock, at the purchase price of $10.00 per share. This prospectus supplement relates to the election of 401(k) Plan participants to direct the trustee of the 401(k) Plan to invest up to 75% of their 401(k) Plan account balances in the CFSB Bancorp, Inc. Stock Fund at the time of the stock offering. Your ownership interest in the CFSB Bancorp, Inc. Stock Fund will be denominated in units.
Before you consider investing, you should read the prospectus of CFSB Bancorp, Inc. dated [date], which is attached to this prospectus supplement. It contains detailed information regarding the reorganization, stock offering of CFSB Bancorp, Inc. and the financial condition, results of operations and business of Colonial Federal Savings Bank. This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.
For a discussion of risks that you should consider, see Risk Factors on page 1 of this prospectus supplement and beginning on page [#] of the attached prospectus, and Notice of Your Rights Concerning Employer Securities in this prospectus supplement.
The interests in the 401(k) Plan and the offering of the shares of CFSB Bancorp, Inc. common stock have not been approved or disapproved by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission or any other federal or state agency. Any representation to the contrary is a criminal offense.
The securities offered by this prospectus supplement are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
This prospectus supplement may be used only in connection with offers and sales by CFSB Bancorp, Inc. in the stock offering of CFSB Bancorp, Inc. common stock that may be acquired by the 401(k) Plan. No one may use this prospectus supplement to reoffer or resell interests in shares of CFSB Bancorp, Inc. common stock acquired through the 401(k) Plan.
You should rely only on the information contained in this prospectus supplement and the prospectus. CFSB Bancorp, Inc., Colonial Federal Savings Bank and the 401(k) Plan have not authorized anyone to provide you with different information.
This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the accompanying prospectus nor any sale of CFSB Bancorp, Inc. common stock shall under any circumstances imply that there has been no change in the affairs of CFSB Bancorp, Inc., Colonial Federal Savings Bank or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.
The date of this prospectus supplement is [date].
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Additional Employee Retirement Income Security Act (ERISA) Considerations |
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Securities and Exchange Commission Reporting and Short-Swing Profit Liability |
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In addition to considering the material risks disclosed under Risk Factors beginning on page [#] of the attached prospectus, you should also consider the following:
If you elect to purchase CFSB Bancorp, Inc. common stock using your 401(k) Plan account balance and the stock offering is oversubscribed, you will bear the risk of price changes in the investment funds of the 401(k) Plan.
If you elect to purchase CFSB Bancorp, Inc. common stock using your 401(k) Plan account balance, the 401(k) Plan trustee will sell the designated dollar amount within your 401(k) Plan account pro rata among your investment fund balances. If the stock offering is oversubscribed (i.e., there are more orders for CFSB Bancorp, Inc. common stock than shares available for sale in the stock offering) and the 401(k) Plan trustee cannot use any or all of the funds you allocate to purchase CFSB Bancorp, Inc. common stock, the funds that cannot be invested in CFSB Bancorp, Inc. common stock, and any interest earned on those funds, will be reinvested in your existing investment funds of the 401(k) Plan, according to your then existing investment election in proportion to your investment direction for future contributions. During the period from when the 401(k) Plan trustee sells a portion of each of your investment funds until reinvestment of some or all of those funds back into your investment funds as a result of an oversubscription, you will bear the risk of price changes in the investment funds. It is possible that during this period some or all of the investment funds may have increased in value more than the amount of any interest you may have earned on the reinvested funds before reinvestment. See The Offering Purchases in the Stock Offering and Oversubscriptions in this prospectus supplement.
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Your election, plus any order you placed outside the 401(k) Plan using a stock order form, are together subject to a maximum purchase limit. The maximum number of shares of CFSB Bancorp, Inc. common stock that can be ordered by any person in the offering, or persons exercising subscription rights through a single account held jointly, is 10,000 shares, or $100,000, and no person together with an associate or group of persons acting in concert may purchase more than 15,000 shares or $150,000.
The election period for the 401(k) Plan opens [date] and closes at 4:00 p.m., Eastern Time, on [date] (the 401(k) Plan Offering Period).
During the stock offering period, you will continue to have the ability to transfer amounts that are not directed to purchase CFSB Bancorp, Inc. common stock among all other investment funds. However, you will not be permitted to change the investment amounts that you designated to be used to purchase CFSB Bancorp, Inc. common stock on your Special Investment Election Form.
As soon as practicable following the 401(k) Plan Offering Period (most likely on or about the second day), the 401(k) Plan trustee will sell, on a pro-rata basis, a portion of each of your investment funds within your 401(k) Plan account based on the dollar amount designated in your Special Investment Election Form. You cannot choose the particular investment fund that will be liquidated to fund the stock purchase. Thereafter, the proceeds (rounded down to the nearest $10.00 increment) will be transferred to an interest bearing account held by the 401(k) Plan pending the formal closing of the stock offering several weeks after the 401(k) Plan Offering Period. Therefore, this money will not be available for distributions, loans, or withdrawals until it is used to purchase CFSB Bancorp, Inc. common stock or re-allocated among your other investments.
Following the completion of the stock offering, your purchased shares of CFSB Bancorp, Inc. common stock will be reflected in your 401(k) Plan account through the CFSB Bancorp, Inc. Stock Fund.
If you do not wish to purchase CFSB Bancorp, Inc. common stock in the stock offering through the 401(k) Plan, you should indicate that on your Special Investment Election Form. |
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Colonial Federal Savings Bank originally adopted the Colonial Federal Savings Bank 401(k) Plan (the 401(k) Plan) effective as of October 1, 1984. To facilitate the opportunity for purchase of common stock in the stock offering, a new, single employer plan, which is an amendment and restatement of the original plan, was established effective August 1, 2021. The 401(k) Plan is a tax-qualified plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the Code).
Colonial Federal Savings Bank intends that the 401(k) Plan, in operation, will comply with the requirements under Section 401(a) and Section 401(k) of the Code. Colonial Federal Savings Bank will adopt any amendments to the 401(k) Plan that may be necessary to ensure the continuing qualified status of the 401(k) Plan under the Code and applicable Treasury Regulations.
Employee Retirement Income Security Act (ERISA). The 401(k) Plan is an individual account plan other than a money purchase pension plan within the meaning of ERISA. As such, the 401(k) Plan is subject to all of the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except for the funding requirements contained in Part 3 of Title I of ERISA which by their terms do not apply to an individual account plan (other than a money purchase plan). The 401(k) Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the 401(k) Plan.
Reference to Full Text of Plan. The following portions of this prospectus supplement summarize certain provisions of the 401(k) Plan. They are not complete and are qualified in their entirety by the full text of the 401(k) Plan. Copies of the 401(k) Plan are available to all employees by filing a request with the 401(k) Plan administrator c/o Pentegra Services, Inc., 701 Westchester Avenue, Suite 320E, White Plains, New York 10604; (800) 872-3473. You are urged to read carefully the full text of the 401(k) Plan.
Employees of Colonial Federal Savings Bank who have worked at least 500 hours during a six consecutive month period are eligible to enter the 401(k) Plan on the first day of the next month following the date on which the employee satisfies this eligibility requirement. All employees except for union employees, nonresident aliens and leased employees are eligible to participate in the 401(k) Plan upon meeting the eligibility requirements. The Plan Year is January 1 to December 31.
As of August 1, 2021, there were approximately 23 individuals eligible to participate in the 401(k) Plan.
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Salary Deferrals. Eligible employees may elect to defer, on a pre-tax basis, up to 50% of their compensation under the 401(k) Plan, subject to certain restrictions imposed by the Code, and to have that amount contributed to the 401(k) Plan on their behalf. Participants may further elect to designate salary deferrals as pre-tax contributions or after-tax Roth contributions. For purposes of the 401(k) Plan, compensation means a participants total wages received from Colonial Federal Savings Bank, with all pre-tax contributions added, that are reported on a Form W-2. Compensation includes a participants total taxable wages or salary, including any salary deferrals under the 401(k) Plan or any other pre-tax salary reduction contributions made to any other plans maintained by Colonial Federal Savings Bank, but excludes bonuses and commissions. In 2021, the annual compensation of each participant taken into account under the 401(k) Plan is limited to $290,000. (Limits established by the Internal Revenue Service are subject to increase pursuant to an annual cost-of-living adjustment, as permitted by the Code). Participants may elect to modify the amount contributed to the 401(k) Plan by filing a new elective deferral agreement with the 401(k) Plan administrator at the beginning of the next payroll period.
Employer Matching Contributions. Colonial Federal Savings Bank currently makes matching contributions to the 401(k) Plan, equal to 20% of the amount deferred on the first 3% of the participants plan compensation.
Discretionary Employer Contributions. Colonial Federal Savings Bank may make discretionary employer contributions to the 401(k) Plan.
Rollover Contributions. Eligible employees may make rollover contributions to the 401(k) Plan.
Limitations on Employee Salary Deferrals. For the Plan Year beginning January 1, 2021, the amount of a participants before-tax contributions may not exceed $19,500 per calendar year. In addition, if a participant is at least 50 years old in 2021, the participant will be able to make a catch-up contribution of up to $6,500 in addition to the $19,500 limit. The catch-up contribution limit may be adjusted periodically by law, based on changes in the cost of living. Contributions in excess of these limits are known as excess deferrals. Deferred amounts in excess of these limitations, as applicable to a participant, the participants gross income for federal income tax purposes will include the excess in the year of the deferral. In addition, unless the excess deferral is distributed before April 15 of the following year, it will be taxed again in the year distributed. Income on the excess deferral distributed by April 15 of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by a participant in the tax year in which the contribution is made.
Contribution Limit. Generally, the law imposes a maximum limit on the amount of contributions a participant may receive under the 401(k) Plan. This limit applies to all contributions to the 401(k) Plan, including salary deferrals and all other employer contributions made on the participants behalf during the year, excluding earnings and any transfers/rollovers. For the Plan Year beginning January 1, 2021, this total cannot exceed the lesser of $58,000 or 100% of a participants annual base compensation.
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Vesting. At all times, participants have a fully vested, nonforfeitable interest in the salary deferrals made to the 401(k) Plan. Employer matching contributions are subject to a four-year vesting schedule such that a participant will become 25% vested after one year of service, 50% vested after two years of service, 75% after three years of service and 100% after four years of service. In the event of a participants death, disability, or attainment of the normal retirement age (age 65), all the employer contributions made on the participants behalf would immediately become 100% vested.
Withdrawals and Distributions from the Plan
Applicable federal law requires the 401(k) Plan to impose substantial restrictions on the right of a Plan participant to withdraw amounts held for his or her benefit under the 401(k) Plan prior to the participants termination of employment with the employer.
Withdrawals upon Termination. A participant may request a distribution from their account following termination of employment. Following termination of employment, a participant may elect to leave their account balance in the 401(k) Plan and defer commencement of receipt of their vested balance until no later than April 1 of the calendar year following the calendar year in which the participant attains age 72. Notwithstanding the foregoing, if the value of the participants vested account balance does not exceed $5,000, the vested account balance will be distributed from the 401(k) Plan, whether or not the participant consents.
Withdrawal upon Disability. If a participant becomes disabled in accordance with the definition of disability under the 401(k) Plan, the participant will be entitled to the same withdrawal rights as if the participant had terminated employment.
Withdrawal upon Death. If a participant dies while a participant in the 401(k) Plan, the value of the participants entire account will be payable to the participants beneficiary in accordance with the 401(k) Plan.
In-Service Distribution. While employed, participants are eligible to receive an in-service distribution from their account after they attain age 591⁄2 and have participated in the 401(k) Plan for at least five years. Participants are eligible to request a distribution of their rollover contributions at any time.
Hardship. In the event a participant incurs a financial hardship, the participant may request an in-service withdrawal of a portion of their Plan account attributable to salary deferrals.
Participant Loans. Participant loans are allowed in accordance with the 401(k) Plans participant loan procedures.
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Form of Distribution. Distributions are made from the 401(k) Plan in a single lump-sum payment.
Investment of Contributions and Account Balances
All amounts credited to your account under the 401(k) Plan are held in the 401(k) Plan trust, which is administered by the trustee of the 401(k) Plan. Prior to the effective date of the stock offering, you are currently provided the opportunity to direct the investment of your account into the following investment options:
MetLife Stable Value Fund SSgA U.S. Bond Index Fund SSgA Inflation Protected Bond Index Fund SSgA S&P 500 Index Fund SSgA Russell Large Cap Growth Index Fund SSgA Russell Large Cap Value Index Fund SSgA S&P Mid Cap Index Fund SSgA Russell Small Cap Index Fund SSgA REIT Index Fund SSgA International Index Fund SSgA Conservative Balanced SL Fund SSgA Moderate Balanced SL Fund SSgA Aggressive Balanced SL Fund SSgA Target Retirement Inc. Fund SSgA Target Retirement 2020 Fund SSgA Target Retirement 2025 Fund SSgA Target Retirement 2030 Fund SSgA Target Retirement 2035 Fund SSgA Target Retirement 2040 Fund SSgA Target Retirement 2045 Fund SSgA Target Retirement 2050 Fund SSgA Target Retirement 2055 Fund SSgA Target Retirement 2060 Fund SSgA Target Retirement 2065 Fund |
In connection with the stock offering, the 401(k) Plan now provides that in addition to the investment options specified above, you may direct the trustee, or its representative, to invest a portion of your account balance in shares of CFSB Bancorp, Inc. common stock.
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Performance History and Description of Funds
The following provides performance data with respect to the investment options available under the 401(k) Plan:
YTD Returns
June 30, |
Total Returns as of December 31 | |||||||||||||||||||
Fund Name |
2021 | 1 Year | 3 Year | 5 Year | 10 Year | |||||||||||||||
MetLife Stable Value Fund |
1.00 | % | 2.11 | % | 2.58 | % | 2.58 | % | 2.65 | % | ||||||||||
SSgA US Inflation Protected Bond Index NL Fund |
1.68 | % | 6.42 | % | 6.46 | % | 4.12 | % | 3.34 | % | ||||||||||
SSgA US Bond Index NL Fund |
(1.67 | )% | (0.41 | )% | 5.35 | % | 3.00 | % | 3.37 | % | ||||||||||
SSgA Russell Large Cap Growth NL Fund |
12.96 | % | 42.40 | % | 25.10 | % | 23.60 | % | 17.83 | % | ||||||||||
SSgA Russell Large Cap Value NL Fund |
17.02 | % | 43.66 | % | 12.48 | % | 11.93 | % | 11.63 | % | ||||||||||
SSgA S&P 500 Index NL Fund |
15.24 | % | 40.77 | % | 18.65 | % | 17.63 | % | 14.83 | % | ||||||||||
SSgA S&P Mid Cap Index NL Fund |
17.56 | % | 53.17 | % | 13.12 | % | 14.25 | % | 12.37 | % | ||||||||||
SSgA Russell Small Cap Index NL Fund |
17.52 | % | 61.91 | % | 13.44 | % | 16.42 | % | 12.30 | % | ||||||||||
SSgA Reit Index NL Fund |
22.93 | % | 39.87 | % | 8.12 | % | 5.12 | % | 8.58 | % | ||||||||||
SSgA International Index NL Fund |
9.05 | % | 32.30 | % | 8.56 | % | 10.41 | % | 6.14 | % | ||||||||||
SSgA Conservative Balanced SL Fund |
3.01 | % | 11.20 | % | 8.03 | % | 6.28 | % | 5.80 | % | ||||||||||
SSgA Moderate Balanced SL Fund |
7.83 | % | 24.80 | % | 11.37 | % | 10.26 | % | 8.74 | % | ||||||||||
SSgA Aggressive Balanced SL Fund |
11.65 | % | 36.09 | % | 13.53 | % | 13.40 | % | 11.19 | % | ||||||||||
SSgA Target Retirement Inc Fund |
5.17 | % | 15.40 | % | 8.36 | % | 6.88 | % | 5.62 | % | ||||||||||
SSgA Target Retirement 2020 NL Fund |
6.40 | % | 19.64 | % | 9.75 | % | 8.90 | % | 8.08 | % | ||||||||||
SSgA Target Retirement 2025 NL Fund |
7.19 | % | 23.80 | % | 11.70 | % | 10.84 | % | 9.25 | % | ||||||||||
SSgA Target Retirement 2030 NL Fund |
7.71 | % | 26.81 | % | 12.91 | % | 11.98 | % | 9.90 | % | ||||||||||
SSgA Target Retirement 2035 NL Fund |
8.50 | % | 29.62 | % | 13.52 | % | 12.76 | % | 10.20 | % | ||||||||||
SSgA Target Retirement 2040 NL Fund |
9.33 | % | 32.34 | % | 13.99 | % | 13.39 | % | 10.47 | % | ||||||||||
SSgA Target Retirement 2045 NL Fund |
10.06 | % | 34.93 | % | 14.38 | % | 13.92 | % | 10.72 | % | ||||||||||
SSgA Target Retirement 2050 NL Fund |
10.52 | % | 36.44 | % | 14.70 | % | 14.11 | % | 10.81 | % | ||||||||||
SSgA Target Retirement 2055 NL Fund |
10.51 | % | 36.43 | % | 14.69 | % | 14.11 | % | 10.81 | % | ||||||||||
SSgA Target Retirement 2060 NL Fund |
10.51 | % | 36.43 | % | 14.68 | % | 14.11 | % | n/a | |||||||||||
SSgA Target Retirement 2065 NL Fund |
10.52 | % | 36.43 | % | n/a | n/a | n/a |
The following is a description of each of the 401(k) Plans investment funds and other investments:
MetLife Stable Value Fund. This is a stable value offering that is designed to provide safety and preservation of principal and accumulated interest for participant-initiated transactions. The interest credited to balances in the fund will reflect both current market conditions and performance of the underlying investments in the fund. MetLife provides the book value wrapper for this fund. The fund typically uses a multi-manager approach for investing its assets in a combination of fixed-income securities and guaranteed interest contracts.
SSgA U.S. Inflation Protected Bond Index NL Fund. This passively managed fund seeks to offer broad, low-cost exposure to U.S. Treasury bonds that automatically adjust to protect from increases in inflation. Further, the fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the Barclays U.S. Treasury Inflation Protected Securities (TIPS) Index over the long term. The manager will typically attempt to invest in the equity securities comprising the index, in approximately the same proportions as they are represented in the index. However, due to the diverse composition of securities in the index and the fact that many of the securities comprising the index may be unavailable for purchase, it may not be possible for the fund to purchase some of the securities. In such a case, the manager will select securities for the fund that the manager expects will provide a comparable return.
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SSgA U.S. Bond Index NL Fund. This fixed-income fund is passively managed (indexed) and seeks to offer broadly diversified, low-cost exposure to the overall U.S. bond market. The fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the Bloomberg Barclays U.S. Aggregate Bond Index over the long term. The fund will not necessarily own all of the securities included in the index.
SSgA Russell Large Cap Growth Index NL Fund. This is a passively managed, large-cap growth fund that seeks to offer broad low-cost exposure to large U.S. growth stocks. The fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the Russell 1000 Growth Index over the long term. The manager will typically attempt to invest in the equity securities comprising the index, in approximately the same proportions as they are represented in the index.
SSgA Russell Large Cap Value Index NL Fund. This is a passively managed, large-cap value fund that seeks to offer broad low-cost exposure to large U.S. value stocks. The fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the Russell 1000 Value Index over the long term. The manager will typically attempt to invest in the equity securities comprising the index, in approximately the same proportions as they are represented in the index.
SSgA S&P 500 Index NL Fund. This is a passively managed, large-cap core fund. The fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the S&P 500 Index over the long term. The manager will typically attempt to invest in the equity securities comprising the index, in approximately the same proportions as they are represented in the index.
SSgA S&P Mid Cap Index NL Fund. This passively managed, midcap blend fund seeks to offer broad, low-cost exposure to stocks of medium sized U.S. companies. Further, the fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the S&P MidCap 400 Index over the long term. The manager will typically attempt to invest in the equity securities comprising the index, in approximately the same proportions as they are represented in the index.
SSgA Russell Small Cap Index NL Fund. This passively managed, small-cap blend fund seeks to offer broad, low-cost exposure to stocks of small U.S. companies. Further, the fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the Russell 2000 Index over the long term. The manager will typically attempt to invest in the equity securities comprising the index, in approximately the same proportions as they are represented in the index.
SSgA REIT Index NL Fund. This is a passively managed fund that seeks to offer broad, low-cost exposure to the U.S. commercial real estate securities market. The fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the Dow Jones U.S. Select REIT Index, over the long term. The manager will typically attempt to invest in the equity securities comprising the index, in approximately the same proportions as they are represented in the index.
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SSgA International Index NL Fund. This non-U.S. equity fund seeks to offer broad, low-cost exposure to international stocks of companies in the developed markets of Europe, Australasia, and the Far East. The fund seeks an investment return that approximates as closely as practicable, before expenses, the performance of the MSCI EAFE Index over the long term. The manager will typically attempt to invest in the equity securities comprising the index, in approximately the same proportions as they are represented in the index. In some cases, it may not be possible or practicable to purchase all of the securities comprising the index, or to hold them in the same weightings as they represent in the index. In those circumstances, the manager may employ a sampling or optimization technique to construct the portfolio.
SSgA Strategic Balanced Funds series (Conservative, Moderate, Aggressive). This series includes three funds with different equity and fixed-income mixes designed to appeal to investors with varying risk tolerances (conservative, moderate and aggressive), with a focus ranging from income to aggressive growth. The funds seek to offer broad diversification and a disciplined rebalancing process. The more conservative fund has a greater allocation to fixed-income relative to the other funds, whereas the more aggressive fund has a greater percentage of assets allocated to equities. The underlying funds within each of the Strategic Balanced Funds are index funds managed by SSgA.
SSgA Target Retirement Funds. The funds seek to offer complete, low-cost investment strategies with asset allocations which become more conservative as investors near retirement. Each fund in the series seeks an investment return that approximates as closely as practicable, before expenses, the performance of a custom benchmark index over the long term. Each fund seeks to achieve its objective by investing in a set of underlying SSgA collective trust funds representing various asset classes. Each fund (other than the Target Retirement Income Fund) is managed to a specific retirement year (target date) included in its name. Over time, the allocation to asset classes and funds change according to a predetermined glide path. (The glide path represents the shifting of asset classes over time and does not apply to the Income Fund.) Each funds asset allocation will become more conservative as it approaches its target retirement date.
Once a fund reaches its target retirement date, it will begin a five-year transition period to the Target Retirement Income Fund. At the end of that five-year period, the allocation to stocks, real estate investment trusts and commodities interests exposure will remain fixed at approximately 35% of assets. The remainder of the fund will be invested in fixed-income securities.
Investors should carefully consider a mutual funds investment objectives, risks, charges, and expenses prior to investing. A prospectus, or summary prospectus if available, containing this and other information can be obtained by contacting the 401(k) Plan administrator. Read the prospectus carefully before investing.
16
Before directing retirement funds to a separate account, investors should carefully consider the investment objectives, risks, charges, and expenses of the separate account as well as their individual risk tolerance, time horizon and goals. For additional information, contact the 401(k) Plan administrator.
CFSB Bancorp, Inc. Stock Fund. In connection with the stock offering, you may, in the manner described earlier, direct the trustee to invest up to 75% of your 401(k) Plan account balance in CFSB Bancorp, Inc. common stock. The trustee will use all amounts elected by participants to acquire shares of CFSB Bancorp, Inc. common stock in the reorganization and common stock offering. Your purchased shares will be held within the 401(k) Plan by the CFSB Bancorp, Inc. Stock Fund. The CFSB Bancorp, Inc. Stock Fund is neither a mutual fund nor a diversified or managed investment option. Rather, it is merely a recordkeeping mechanism established by the 401(k) Plan custodian to track the shares purchased by the participants in the stock offering through the 401(k) Plan. The CFSB Bancorp, Inc. Stock Fund will consist solely of shares of CFSB Bancorp, Inc. common stock purchased by participants in the 401(k) Plan, which will be initially valued at $10.00 per share (i.e., the purchase price). Your interest in the CFSB Bancorp, Inc. Stock Fund will be denominated in shares of CFSB Bancorp, Inc. common stock. After the stock offering, the 401(k) Plan will also maintain a Stock Liquidity Fund. New contributions or transfers of funds into the CFSB Bancorp, Inc. Stock Fund will first be held in the Stock Liquidity Fund. Once the shares are purchased, they will be transferred into the CFSB Bancorp, Inc. Stock Fund.
As of the date of this prospectus supplement, there is no established market for CFSB Bancorp, Inc. common stock. Accordingly, there is no record of the historical performance of the CFSB Bancorp, Inc. Stock Fund. Performance of the CFSB Bancorp, Inc. Stock Fund depends on several factors, including the financial condition and profitability of CFSB Bancorp, Inc. and Colonial Federal Savings Bank and market conditions for shares of CFSB Bancorp, Inc. common stock generally.
Investment in CFSB Bancorp, Inc. common stock involves risks common to investments in the shares of stock. For a discussion of material risks you should consider, see Risk Factors: of this prospectus supplement, Risk Factors beginning on page [#] of the attached prospectus, and the section of this prospectus supplement called Notice of Your Rights Concerning Employer Securities below.
You may elect to have both past contributions and earnings, as well as future contributions to your account invested among the options listed above, including the CFSB Bancorp, Inc. Stock Fund. Transfers of past contributions and the earnings thereon do not affect the investment mix of future contributions. You may change your investment directions at any time.
An investment in any of the funds listed above is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. As with any mutual fund investment, there is always a risk that you may lose money on your investment in any of the funds listed above. Please note that the MetLife Stable Value Fund is not a mutual fund, but rather a capital preservation fund.
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The Trustee and Custodian. Pentegra Trust Company serves as trustee of, and Reliance Trust Company as custodian for all the investment funds under, the 401(k) Plan. Pentegra Trust Company serves as directed trustee for the CFSB Bancorp, Inc. Stock Fund
Plan Administrator. Pursuant to the terms of the 401(k) Plan, the 401(k) Plan is administered by Pentegra Services, Inc. The address of the 401(k) Plan administrator is 701 Westchester Avenue, Suite 320E, White Plains, New York 10604, telephone number is (800) 872-3473. The 401(k) Plan administrator is responsible for the administration of the 401(k) Plan, interpretation of the provisions of the 401(k) Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the 401(k) Plan, maintenance of Plan records, books of account and all other data necessary for the proper administration of the 401(k) Plan, preparation and filing of all returns and reports relating to the 401(k) Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.
Reports to Plan Participants. The 401(k) Plan administrator will furnish you a statement at least quarterly showing the balance in your account as of the end of that period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses (if any).
It is the intention of Colonial Federal Savings Bank to continue the 401(k) Plan indefinitely. Nevertheless, Colonial Federal Savings Bank may terminate the 401(k) Plan at any time. If the 401(k) Plan is terminated in whole or in part, then regardless of other provisions in the 401(k) Plan, you will have a fully vested interest in your account. Colonial Federal Savings Bank reserves the right to make any amendment or amendments to the 401(k) Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Colonial Federal Savings Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.
Merger, Consolidation or Transfer
In the event of the merger or consolidation of the 401(k) Plan with another plan, or the transfer of the trust assets to another plan, the 401(k) Plan requires that you would, if either the 401(k) Plan or the other plan terminates, receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer, if the 401(k) Plan had then terminated.
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Federal Income Tax Consequences
The following is a brief summary of the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the 401(k) Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Please consult your tax advisor with respect to any distribution from the 401(k) Plan and transactions involving the 401(k) Plan.
As a tax-qualified retirement plan, the Code affords the 401(k) Plan special tax treatment, including:
(1) |
the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the 401(k) Plan each year; |
(2) |
participants pay no current income tax on amounts contributed by the employer on their behalf; and |
(3) |
earnings of the 401(k) Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments. |
Colonial Federal Savings Bank will administer the 401(k) Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.
Lump-Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participants death, disability or separation from service, or after the participant attains age 591⁄2, and consists of the balance credited to participants under the 401(k) Plan and all other profit sharing plans, if any, maintained by Colonial Federal Savings Bank. The portion of any lump-sum distribution required to be included in your taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution, less the amount of after-tax contributions, if any, you have made to this Plan and any other profit sharing plans maintained by Colonial Federal Savings Bank, which is included in the distribution.
CFSB Bancorp, Inc. common stock Included in Lump-Sum Distribution. If a lump-sum distribution includes CFSB Bancorp, Inc. common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to CFSB Bancorp, Inc. common stock; that is, the excess of the value of CFSB Bancorp, Inc. common stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of CFSB Bancorp, Inc. common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of CFSB Bancorp, Inc. common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of CFSB Bancorp, Inc. common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of CFSB Bancorp, Inc. common stock. Any gain on a subsequent sale or other taxable disposition of CFSB Bancorp, Inc.
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common stock, in excess of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by regulations to be issued by the Internal Revenue Service.
Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the 401(k) Plan to another qualified plan or to an individual retirement account in accordance with the terms of the other plan or account.
Notice of Your Rights Concerning Employer Securities
Federal law provides specific rights concerning investments in employer securities. Because you may in the future have investments in CFSB Bancorp, Inc. common stock under the 401(k) Plan, you should take the time to read the following information carefully.
Your Rights Concerning Employer Securities. The Plan must allow you to elect to move any portion of your account that is invested in CFSB Bancorp, Inc. common stock from that investment into other investment alternatives under the 401(k) Plan. You may contact the 401(k) Plan administrator shown above for specific information regarding this right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All of the investment options under the 401(k) Plan are available to you if you decide to diversify out of your investment in CFSB Bancorp, Inc. common stock.
The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.
In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the 401(k) Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in employer common stock through the 401(k) Plan.
It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the 401(k) Plan to help ensure that your retirement savings will meet your retirement goals.
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Additional Employee Retirement Income Security Act (ERISA) Considerations
As noted above, the 401(k) Plan is subject to certain provisions of ERISA, including special provisions relating to control over the 401(k) Plans assets by participants and beneficiaries. The 401(k) Plans feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a fiduciary because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as Colonial Federal Savings Bank, the 401(k) Plan administrator, or the 401(k) Plans trustee is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your 401(k) Plan account.
Because you will be entitled to invest up to 75% of your account balance in the 401(k) Plan in CFSB Bancorp, Inc. common stock, the regulations under Section 404(c) of the ERISA require that the 401(k) Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to CFSB Bancorp, Inc. common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.
Securities and Exchange Commission Reporting and Short-Swing Profit Liability
Section 16 of the Securities Exchange Act of 1934 imposes reporting and liability requirements on officers, directors, and persons beneficially owning more than 10% of public companies such as CFSB Bancorp, Inc. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of CFSB Bancorp, Inc., a Form 3 reporting initial beneficial ownership must be filed with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases, sales and gifts generally must be reported periodically, either on a Form 4 within two business days after the change occurs, or annually on a Form 5 within 45 days after the close of CFSB Bancorp, Inc.s fiscal year. Discretionary transactions in and beneficial ownership of CFSB Bancorp, Inc. common stock by officers, directors and persons beneficially owning more than 10% of CFSB Bancorp, Inc. common stock generally must be reported to the Securities and Exchange Commission by such individuals.
In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by CFSB Bancorp, Inc. of profits realized by an officer, director or any person beneficially owning more than 10% of CFSB Bancorp, Inc. common stock resulting from non-exempt purchases and sales of CFSB Bancorp, Inc. common stock within any six-month period.
The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.
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Except for distributions of CFSB Bancorp, Inc. common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons affected by Section 16(b) are required to hold shares of CFSB Bancorp, Inc. common stock distributed from the 401(k) Plan for six months following such distribution and are prohibited from directing additional purchases of CFSB Bancorp, Inc. common stock for six months after receiving such a distribution.
Financial Information Regarding Plan Assets
Financial information representing the net assets available for 401(k) Plan benefits and the change in net assets available for 401(k) Plan benefits at August 1, 2021, is available upon written request to the 401(k) Plan administrator at the address shown above.
The validity of the issuance of CFSB Bancorp, Inc. common stock has been passed upon by Luse Gorman, PC, Washington, D.C., which firm acted as special counsel to Colonial Federal Savings Bank in connection with the stock offering of CFSB Bancorp, Inc.
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PROSPECTUS
CFSB Bancorp, Inc.
(Proposed Holding Company for Colonial Federal Savings Bank)
Up to 2,472,500 Shares of Common Stock
(Subject to increase to up to 2,843,375 shares)
CFSB Bancorp, Inc. is offering up to 2,472,500 shares of its common stock for sale at $10.00 per share on a best efforts basis in connection with the reorganization of Colonial Federal Savings Bank into the mutual holding company form of ownership. In connection with the sale of our common stock and the reorganization, we intend to establish a charitable foundation and contribute 2.0% of the outstanding shares of common stock of CFSB Bancorp, Inc. and $250,000 in cash to the charitable foundation. There is no established market for our common stock. We expect that our common stock will be traded on the Nasdaq Capital Market under the symbol [ticker] upon conclusion of the offering. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012.
The shares being offered, including shares issued to the charitable foundation, represent 45.0% of the shares of common stock of CFSB Bancorp, Inc. that will be outstanding following the offering. After the offering, 55.0% of our outstanding common stock will be owned by 15 Beach, MHC, our federally chartered mutual holding company. These percentages will not be affected by the number of shares we sell in the offering. We must sell a minimum of 1,827,500 shares to complete the offering. We may sell up to 2,843,375 shares to reflect demand for the shares or changes in market conditions following the commencement of the offering, without resoliciting subscribers.
We are offering the shares of common stock in a subscription offering to eligible depositors of Colonial Federal Savings Bank and to our tax-qualified employee benefit plans. Depositors who had accounts with aggregate balances of at least $50 at the close of business on June 30, 2020 will have first priority to purchase shares of common stock of CFSB Bancorp, Inc. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering. To the extent any shares offered for sale are not purchased in the subscription or community offerings, they may be sold in a syndicated community offering to be managed by Piper Sandler & Co. (Piper Sandler).
The minimum number of shares of common stock you may order is 25 shares. The maximum number of shares of common stock that can be ordered by any person in the offering, or persons exercising subscription rights through a single deposit account, is 10,000 shares ($100,000), and no person together with an associate or group of persons acting in concert may purchase more than 15,000 shares ($150,000).
The offering is scheduled to expire at _:00 p.m., Eastern Time, on [EXP DATE]. We may extend the expiration date without notice to you, until [EXT DATE 1], or such later date as the Board of Governors of the Federal Reserve System may approve, which may not be beyond [EXT DATE 2]. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond [EXT DATE 1], or the number of shares of common stock to be sold is increased to more than 2,843,375 shares or decreased to less than 1,827,500 shares. If the offering is extended beyond [EXT DATE 1], all subscribers will be notified and given an opportunity to confirm, cancel or change their orders. If you do not respond to this notice, we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the offering is increased to more than 2,843,375 shares or decreased to less than 1,827,500 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest. Funds submitted for the purchase of shares in the offering will be held in a segregated account at Colonial Federal Savings Bank and will earn interest at 0.10% until completion or termination of the offering.
Piper Sandler will use its best efforts to assist us in selling our common stock, but is not obligated to purchase any of the common stock that is being offered for sale. In addition, our officers, directors and employees may participate in the solicitation of offers to purchase common stock in reliance upon Rule 3a4-1 under the Securities Exchange Act of 1934, as amended. Subscribers will not pay any commissions to purchase shares of common stock in the offering.
OFFERING SUMMARY
Price: $10.00 per share
Minimum | Midpoint | Maximum | Adjusted Maximum | |||||||||||||
Number of shares |
1,827,500 | 2,150,000 | 2,472,500 | 2,843,375 | ||||||||||||
Gross offering proceeds |
$ | 18,275,000 | $ | 21,500,000 | $ | 24,725,000 | $ | 28,433,750 | ||||||||
Estimated offering expenses, excluding selling agent fees and expenses(1) |
1,060,000 | 1,060,000 | 1,060,000 | 1,060,000 | ||||||||||||
Estimated selling agent fees and expenses (1) (2) |
341,272 | 380,840 | 420,409 | 465,912 | ||||||||||||
Estimated net proceeds |
$ | 16,873,729 | $ | 20,059,160 | $ | 23,244,592 | $ | 26,907,838 | ||||||||
Estimated net proceeds per share (1) |
$ | 9.23 | $ | 9.33 | $ | 9.40 | $ | 9.46 |
(1) |
See The Reorganization and Offering Plan of Distribution and Marketing Arrangements for a discussion of Piper Sandlers compensation for this offering and the compensation to be received by Piper Sandler and the other broker-dealers who may participate in a syndicated community offering. |
(2) |
Includes record agent fees and expenses paid to Piper Sandler. See The Reorganization and Offering Plan of Distribution and Marketing Arrangements. |
This investment involves a degree of risk, including the possible loss of principal. Please read the Risk Factors beginning on page 18.
These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. None of the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Piper Sandler & Co.
For assistance, please contact the Stock Information Center at 1-(877) - .
The date of this prospectus is [Prospectus Date].
[MAP TO BE INSERTED ON INSIDE COVER PAGE]
1 | ||||
18 | ||||
32 | ||||
34 | ||||
36 | ||||
38 | ||||
39 | ||||
40 | ||||
41 | ||||
42 | ||||
COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE CHARITABLE FOUNDATION |
47 | |||
49 | ||||
59 | ||||
60 | ||||
60 | ||||
74 | ||||
75 | ||||
84 | ||||
94 | ||||
95 | ||||
113 | ||||
RESTRICTIONS ON THE ACQUISITION OF CFSB BANCORP, INC. AND COLONIAL FEDERAL SAVINGS BANK |
115 | |||
118 | ||||
119 | ||||
119 | ||||
119 | ||||
119 | ||||
120 | ||||
INDEX TO FINANCIAL STATEMENTS OF COLONIAL FEDERAL SAVINGS BANK |
F-1 |
The following summary provides material information regarding the reorganization, the offering of common stock by CFSB Bancorp, Inc. and the business of Colonial Federal Savings Bank. The summary may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including the financial statements and the notes to the financial statements of Colonial Federal Savings Bank. In certain circumstances, where appropriate, the terms we, us and our refer collectively to 15 Beach, MHC, CFSB Bancorp, Inc. and Colonial Federal Savings Bank or to any of those entities, depending on the context.
The Companies
15 Beach, MHC
Upon completion of the reorganization and the offering, 15 Beach, MHC will become the federally chartered mutual holding company of CFSB Bancorp, Inc. and will own 55.0% of CFSB Bancorp, Inc.s common stock. 15 Beach, MHC is not currently an operating company and has not engaged in any business to date. 15 Beach, MHC will be formed in connection with the completion of the reorganization. As a mutual holding company, 15 Beach, MHC will be a non-stock company that will have as its members all holders of deposit accounts at Colonial Federal Savings Bank. As a mutual holding company, 15 Beach, MHC is required by law to own a majority of the outstanding voting stock of CFSB Bancorp, Inc. for so long as 15 Beach, MHC remains in existence.
CFSB Bancorp, Inc.
CFSB Bancorp, Inc. will be chartered under federal law and will own 100% of the issued and outstanding common stock of Colonial Federal Savings Bank following the reorganization and offering. This offering is being made by CFSB Bancorp, Inc. CFSB Bancorp, Inc. is not currently an operating company and will be formed in connection with the completion of the reorganization. Our corporate office will be located at 15 Beach Street, Quincy, Massachusetts 02170, and our telephone number will be (617) 471-0750.
Upon completion of the offering, 15 Beach, MHC will own 55.0% and public stockholders will own 45.0% of CFSB Bancorp, Inc.s common stock. Public stockholders will not be able to exercise voting control over most matters put to a vote of stockholders. In addition, as a controlled company under the meaning of the Nasdaq corporate governance rules following the offering, CFSB Bancorp, Inc. will be exempt from certain corporate governance requirements, including the requirement that a majority of our board of directors be independent under Nasdaq listing standards, and that executive compensation and director nominations be overseen by independent directors. However, at the present time, a majority of our directors would be considered independent under the applicable Nasdaq corporate governance listing standards.
Colonial Federal Savings Bank
Colonial Federal Savings Bank is a federally chartered mutual savings bank headquartered in Quincy, Massachusetts. Colonial Federal Savings Bank was originally chartered as the Wollaston Co-operative Bank in 1889. Wollaston Co-operative Bank converted to a federal charter in 1933 and changed its name to Colonial Federal Savings and Loan in 1971. We changed our name to Colonial Federal Savings Bank in 1983.
We conduct our operations from our three full-service banking offices and one limited-service branch office in Norfolk County, Massachusetts. We consider our primary lending market area to be Norfolk and Plymouth Counties; however, we occasionally make loans secured by properties located outside of our primary lending market.
At June 30, 2021, we had total assets of $338.9 million, total deposits of $284.6 million and total equity of $48.6 million. We had net income of $1.4 million for the year ended June 30, 2021 compared to net income of $1.7 million for the year ended June 30, 2020.
Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential real estate loans and, to a lesser extent, multi-family real estate loans, commercial real estate loans, second mortgage loans and home equity lines of credit, and consumer loans.
1
Colonial Federal Savings Bank is subject to comprehensive regulation and examination by its primary federal regulator, the Office of the Comptroller of the Currency.
Colonial Federal Savings Banks corporate office is located at 15 Beach Street, Quincy, Massachusetts 02170, and our telephone number at this address is (617) 471-0750. Our website address is www.colonialfed.com. Information on our website is not and should not be considered a part of this prospectus.
Our Reorganization into a Mutual Holding Company and the Offering
We do not have stockholders in our current mutual form of ownership. Our depositors currently have the right to vote on certain matters pertaining to Colonial Federal Savings Bank, such as the election of directors and the proposed mutual holding company reorganization described in this prospectus. The mutual holding company reorganization is a series of transactions by which we will reorganize our corporate structure from our current status as a mutual savings bank to the mutual holding company form of ownership. The reorganization will be conducted pursuant to a plan of reorganization and stock issuance plan, which we refer to as the plan of reorganization. Following the reorganization, Colonial Federal Savings Bank will become a federal stock savings bank subsidiary of CFSB Bancorp, Inc., and CFSB Bancorp, Inc. will be a majority-owned subsidiary of 15 Beach, MHC. After the reorganization, our depositors will become members of 15 Beach, MHC, and will continue to have the same voting rights in 15 Beach, MHC as they had in Colonial Federal Savings Bank prior to the reorganization.
In connection with the reorganization, we are offering shares of common stock of CFSB Bancorp, Inc. for sale in the offering. All investors will pay the same price per share in the offering. The $10.00 per share price was selected primarily because it is the price most commonly used in mutual holding company reorganizations and related stock offerings. See Terms of the Offering.
The primary reasons for our decision to reorganize into a mutual holding company and conduct the offering are to establish an organizational structure that will enable us to:
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increase our capital to support future growth and profitability, although we currently have capital well in excess of all applicable regulatory requirements; |
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compete more effectively in the financial services marketplace; |
|
offer our customers, employees, management and directors an equity ownership interest in CFSB Bancorp, Inc., our proposed stock holding company, and thereby an economic interest in our future success; |
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attract and retain qualified personnel by establishing stock-based benefit plans; and |
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increase our flexibility to structure and finance the expansion of our operations, including potential acquisitions of other financial institutions or branches thereof, or establishing de novo branches, although we have no current acquisitions or new branches planned. |
The reorganization and the capital raised in the offering are expected to provide us with additional capital to support new loans and higher lending limits, support the growth of our banking franchise, provide an additional cushion against unforeseen risks and expand our asset and deposit base.
Unlike a standard mutual-to-stock conversion transaction in which all of the common stock of the holding company of the converting savings bank is sold to the public, only a minority of the stock is sold to the public in a mutual holding company reorganization. In a mutual holding company structure, federal law and regulations require that a majority of the outstanding common stock of CFSB Bancorp, Inc. must be held by our mutual holding company. Consequently, the shares that we are permitted to sell in the offering represent a minority of the shares of CFSB Bancorp, Inc. that will be outstanding upon the closing of the reorganization. As a result, a mutual holding company offering raises less than half the capital that would be raised in a standard conversion offering. Based on these restrictions and an evaluation of our capital needs, our board of directors has decided that 43.0% of our outstanding shares of common stock will be offered for sale in the offering, 2.0% of our outstanding shares will be contributed to the charitable foundation, and 55.0% of our outstanding shares will be retained by 15 Beach, MHC. Our board of directors has determined that offering 43.0% of our outstanding shares of common stock for sale in the offering will enable management to effectively invest the capital raised in the offering. See Possible Conversion of 15 Beach, MHC to Stock Form.
2
The following chart shows our corporate structure following the reorganization and offering:
Business Strategy
Our current business strategy consists of the following:
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Grow our balance sheet and improve profitability. Given our attractive market area, we believe we are well-positioned to strategically grow our balance sheet without a proportional increase in overhead expense. Accordingly, we intend to increase, on a managed basis, our assets and liabilities, particularly loans and deposits. As we grow our assets, particularly by increasing our loans, in particular, one- to four-family residential, multi-family and commercial real estate loans, as a percentage of assets, while controlling our expenses, we anticipate improving our earnings. |
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Grow our loan portfolio prudently with a focus on residential, multi-family and commercial real estate lending. Our principal business activity historically has been the origination of residential mortgage loans, supplemented, to a lesser extent, with multi-family and commercial real estate loans. We expect that one- to four-family residential real estate lending will remain our primary focus. We anticipate adding an additional residential loan originator in 2021 to accelerate loan growth. We intend also to increase our focus on originating multi-family and commercial real estate loans. We may hire additional staff to support this growth, which hiring we estimate would not occur until the latter half of calendar 2022. The capital we are raising in the offering will support an increase in our lending limit, which will enable us to originate larger loans to new and existing customers. |
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Continue to increase core deposits, with an emphasis on low-cost demand deposits. We seek core deposits to provide a stable source of funds to support loan growth at costs consistent with improving our net interest rate spread and margin. Core deposits also help us maintain loan-to-deposit ratios at levels consistent with regulatory expectations. We consider our core deposits to include NOW and demand accounts, savings accounts and money market accounts. Core deposits increased to $173.1 million, or 60.8% of total deposits, at June 30, 2021 from $146.7 million, or 52.9% of total deposits, at June 30, 2020. |
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Continue to manage credit risk to maintain a low level of non-performing assets. We believe strong asset quality is a key to our long-term financial success. Our strategy for credit risk management focuses on having an experienced team of credit professionals, well-defined policies and procedures, appropriate loan underwriting criteria and active credit monitoring. At both June 30, 2021 and 2020, we did not have any non-performing assets or classified loans. |
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Grow organically and through opportunistic bank or branch acquisitions or de novo branching. In addition to organic growth, we will also consider acquisition opportunities that we believe would enhance the value of our franchise and yield potential financial benefits for our stockholders. Although |
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we believe opportunities exist to increase our market share in our historical markets, we would explore opportunities to expand into contiguous markets in Massachusetts. We will consider expanding our branch network by establishing new branches and/or through acquisitions, although we have no current acquisitions or new branches planned. The capital we are raising in the offering will also provide us the opportunity to make acquisitions of other financial institutions or branches thereof. |
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Continue to provide value to our community. Our goal is to provide long-term value to our customers, employees and the communities we serve by executing a safe and sound service-oriented business strategy that produces increased earnings. We believe there is a significant opportunity for a community-focused bank in our market area, and the increased capital we will have after the completion of the offering will enable us to compete more effectively with other financial institutions. |
A full description of our products and services can be found under Business of Colonial Federal Savings Bank.
Terms of the Offering
We are offering between 1,827,500 and 2,472,500 shares of common stock of CFSB Bancorp, Inc. to eligible depositors and our tax-qualified employee benefit plans, and we may offer shares to the public to the extent shares remain available. The amount of capital we are raising in the offering is based on an appraisal of the pro forma market value of CFSB Bancorp, Inc. We may increase the maximum number of shares that we sell in the offering by up to 15%, to 2,843,375 shares, as a result of demand for the shares of common stock in the offering or changes in market conditions, including those for financial institutions stocks. Subscription priorities have been established for the allocation of common stock to the extent the subscription offering is oversubscribed. See The Reorganization and OfferingOffering of Common StockSubscription Rights for a description of allocation procedures in the event of an oversubscription.
Unless the pro forma market value of CFSB Bancorp, Inc. decreases below $18.3 million or increases above $28.4 million, or the offering is extended beyond [EXT DATE 1], you will not have the opportunity to change or cancel your stock order. The offering price of the shares of common stock is $10.00 per share. All investors will pay the same $10.00 purchase price per share. Investors will not be charged a commission to purchase shares of common stock. Piper Sandler, our financial advisor in connection with the reorganization and offering, will use its best efforts to assist us in selling our shares of common stock, but Piper Sandler is not obligated to purchase any shares in the offering.
Persons Who May Order Stock in the Offering
We are offering the shares of common stock of CFSB Bancorp, Inc. in a subscription offering in the following descending order of priority:
(1) |
depositors who had accounts at Colonial Federal Savings Bank with aggregate balances of at least $50 at the close of business on June 30, 2020; |
(2) |
the tax-qualified employee benefit plans of Colonial Federal Savings Bank (including our employee stock ownership plan and 401(k) Plan); |
(3) |
depositors who had accounts at Colonial Federal Savings Bank with aggregate balances of at least $50 at the close of business on September 30, 2021; and |
(4) |
depositors of Colonial Federal Savings Bank at the close of business on [RECORD DATE]. |
For purposes of the plan, demand accounts are not qualifying deposits for which subscription rights are provided.
Any shares of our common stock that remain unsold in the subscription offering may be offered for sale in a community offering that may commence concurrently with, during or promptly after the subscription offering. The community offering must be completed by [EXT DATE 1], unless extended with the approval of the Board of Governors of the Federal Reserve System (the Federal Reserve Board) approval. Natural persons (including trusts of natural persons) residing in Norfolk County, Massachusetts will have a purchase preference in any community offering. We also may offer shares of common stock not purchased in the subscription offering or the community
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offering through a syndicate of brokers, in what is referred to as a syndicated community offering, managed by Piper Sandler. We have the right to accept or reject, in our sole discretion, any orders received in the community offering or the syndicated community offering.
To ensure proper allocation of stock, each eligible account holder must list on his or her stock order form all deposit accounts in which he or she had an ownership interest at June 30, 2020, September 30, 2021 or [RECORD DATE], as applicable. Failure to list an account or providing incorrect information could result in the loss of all or part of a subscribers stock allocation. We will attempt to identify your ownership in all accounts, but cannot guarantee we will identify all accounts in which you had an ownership interest. Our interpretations of the terms and conditions of the stock issuance plan and of the acceptability of the order forms will be final.
If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. Shares of common stock will be allocated first to categories in the subscription offering in accordance with our plan of reorganization. A detailed description of share allocation procedures can be found in the section entitled The Reorganization and OfferingOffering of Common Stock.
How We Determined the Offering Range and the $10.00 Price Per Share
Our decision to offer between 1,827,500 shares and 2,472,500 shares, which is our offering range, is based on an independent appraisal of our pro forma market value prepared by RP Financial, Inc. (RP Financial), a firm experienced in appraisals of financial institutions. RP Financial is of the opinion that as of August 20, 2021, and assuming we sell a minority of our shares in the offering, the estimated pro forma market value of the common stock of CFSB Bancorp, Inc. was $21.5 million. Based on applicable regulations, this market value forms the midpoint of a valuation range with a minimum of $18.3 million and a maximum of $24.7 million.
Our board of directors determined that the common stock should be sold at $10.00 per share and that 43.0% of the outstanding shares of CFSB Bancorp, Inc. common stock should be offered for sale in the offering, 2.0% of the outstanding shares should be contributed to the charitable foundation, and 55.0% of the outstanding shares should be held by 15 Beach, MHC. Therefore, based on the valuation range, the number of shares of CFSB Bancorp, Inc. common stock that will be sold in the offering will range from 1,827,500 shares to 2,472,500 shares. If demand for the shares or market conditions warrant, our appraised value can be increased by up to 15%, which would result in an appraised value of $28.4 million and an offering of 2,843,375 shares of common stock.
The appraisal is based in part on our financial condition and results of operations, the pro forma effect of the additional capital raised by the sale of shares of common stock in the offering, and an analysis of a peer group of 12 publicly traded banks, bank holding companies and savings and loan holding companies that RP Financial considers comparable to CFSB Bancorp, Inc. on a pro forma basis. See The Reorganization and OfferingHow We Determined the Stock Pricing and the Number of Shares to be Issued. The appraisal peer group consists of the following companies, all of which are traded on the Nasdaq Stock Market. Unless otherwise indicated, total assets are as of June 30, 2021.
Company Name |
Ticker
Symbol |
Headquarters |
Total Assets | |||||||
(Dollars in millions) | ||||||||||
CBM Bancorp, Inc. |
CBMB | Baltimore, MD | $ | 250 | ||||||
Cincinnati Bancorp, Inc. |
CNNB | Cincinnati, OH | 250 | (1) | ||||||
Mid-Southern Bancorp, Inc. |
MSVB | Salem, IN | 249 | |||||||
FFBW, Inc. |
FFBW | Brookfield, WI | 353 | |||||||
WVS Financial Corp. |
WVFC | Pittsburgh, PA | 346 | |||||||
Generations Bancorp NY, Inc. |
GBNY | Seneca Falls, NY | 380 | |||||||
HV Bancorp, Inc. |
HVBC | Doylestown, PA | 549 | |||||||
Elmira Savings Bank |
ESBK | Elmira, NY | $ | 649 | ||||||
Randolph Bancorp, Inc. |
RNDB | Stoughton, MA | 744 | |||||||
IF Bancorp, Inc. |
IROQ | Watseka, IL | 745 | (1) | ||||||
HMN Financial, Inc. |
HMNF | Rochester, MN | 981 | |||||||
Prudential Bancorp, Inc. |
PBIP | Philadelphia, PA | 1,124 |
(1) |
As of March 31, 2021. |
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The independent appraisal will be updated before we complete the reorganization and offering. If the pro forma market value of the common stock at that time is either below $18.3 million or above $28.4 million, then CFSB Bancorp, Inc., after consulting with the Federal Reserve Board, may terminate the plan of reorganization and return all funds promptly with interest; extend or hold a new subscription or community offering, or both; establish a new offering range and commence a resolicitation of subscribers; or take such other actions as may be permitted by the Federal Reserve Board and the Securities and Exchange Commission. If we resolicit subscribers in this instance, then all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest.
Two measures investors use to analyze an issuers stock are the ratio of the offering price to the issuers tangible book value and the ratio of the offering price to the issuers annual net income. RP Financial considered these ratios, among other factors, in preparing its independent appraisal. Tangible book value is the same as total equity less any intangible assets.
The following table presents a summary of selected pricing ratios for the peer group companies and for us on a non-fully converted basis (i.e. the table assumes that 45.0% of our outstanding shares of common stock are issued in the offering, including shares contributed to the charitable foundation, as opposed to 100% of our outstanding shares of common stock). These figures are from the RP Financial appraisal report. Compared to the average pricing ratios of the peer group, and based upon the information in the following table, our pro forma pricing ratios at the midpoint of the offering range indicated a premium of 259.84% on a non-fully converted price-to-earnings multiple, a discount of 16.12% on a non-fully converted price-to-book value basis and a discount of 18.17% on a non-fully converted price-to-tangible book value basis.
Non-Fully Converted
Pro Forma Price-to-Earnings Multiple |
Non-Fully Converted
Pro Forma Price-to-Book Value Ratio |
Non-Fully Converted
Pro Forma Price-to-Tangible Book Value Ratio |
||||||||||
CFSB Bancorp, Inc. |
||||||||||||
Adjusted Maximum |
58.82 | x | 92.25 | % | 92.25 | % | ||||||
Maximum |
50.00 | 83.96 | 83.96 | |||||||||
Midpoint |
41.67 | 76.10 | 76.10 | |||||||||
Minimum |
34.48 | 67.52 | 67.52 | |||||||||
Valuation of peer group companies as of August 20, 2021 |
||||||||||||
Averages |
11.58 | x | 90.73 | % | 93.00 | % | ||||||
Medians |
10.04 | 90.88 | 98.14 |
The following table presents a summary of selected pricing ratios for the peer group companies, as of and for the same periods reflected in the above table, with such ratios adjusted to their fully converted equivalent basis, and the resulting pricing ratios for CFSB Bancorp, Inc. on a fully converted equivalent basis. Compared to the average pricing ratios of the peer group, and based upon the information in the following table, our pro forma pricing ratios at the midpoint of the offering range indicated a premium of 371.33% on a fully converted price-to-earnings multiple, a discount of 38.63% on a fully converted price-to-book basis and a discount of 40.13% on a fully converted price-to-tangible book value basis.
Fully Converted
Pro Forma Price-to-Earnings Multiple |
Fully Converted
Pro Forma Price-to-Book Value Ratio |
Fully Converted
Pro Forma Price-to-Tangible Book Value Ratio |
||||||||||
CFSB Bancorp, Inc. |
||||||||||||
Adjusted Maximum |
86.37 | x | 63.86 | % | 63.86 | % | ||||||
Maximum |
67.96 | 59.77 | 59.77 | |||||||||
Midpoint |
54.50 | 55.68 | 55.68 | |||||||||
Minimum |
43.10 | 50.94 | 50.94 | |||||||||
Valuation of peer group companies as of August 20, 2021 |
||||||||||||
Averages |
11.58 | x | 90.73 | % | 93.00 | % | ||||||
Medians |
10.04 | 90.28 | 98.14 |
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The independent appraisal does not indicate market value. Do not assume or expect that CFSB Bancorp, Inc.s valuation as indicated above means that the common stock will trade at or above the $10.00 purchase price after the reorganization and offering. Furthermore, the pricing ratios presented in the appraisal were used by RP Financial to estimate our pro forma appraised value for regulatory purposes and not to compare the relative value of shares of our common stock with the value of the capital stock of the peer group. The value of the capital stock of a particular company may be affected by a number of factors such as financial performance, asset size and market location.
For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see The Reorganization and OfferingHow We Determined the Stock Pricing and the Number of Shares to be Issued.
How We Intend to Use the Proceeds from the Offering
We intend to invest at least 50% of the net proceeds from the offering in Colonial Federal Savings Bank, fund the loan to our employee stock ownership plan to finance its purchase of shares of common stock in the offering, contribute $250,000 to the charitable foundation, contribute $100,000 to 15 Beach, MHC as its initial capitalization, and retain the remainder of the net proceeds from the offering at CFSB Bancorp, Inc. Therefore, assuming we sell 2,472,500 shares of common stock at the maximum of the offering range, and we have net proceeds of $23.2 million, we intend to invest $11.6 million in Colonial Federal Savings Bank, loan $2.3 million to our employee stock ownership plan to fund its purchase of an amount of the common stock equal to up to 3.92% of our outstanding shares (including shares issued to 15 Beach, MHC and the charitable foundation), contribute $100,000 to 15 Beach, MHC, contribute $250,000 to the charitable foundation and retain the remaining $9.0 million of the net proceeds at CFSB Bancorp, Inc.
CFSB Bancorp, Inc. expects to initially deposit a portion of the net proceeds of the offering at Colonial Federal Savings Bank and invest the remaining net proceeds of the offering in securities issued by the U.S. government and its agencies or government sponsored enterprises, and as otherwise permitted under our investment policy. CFSB Bancorp, Inc. may use a portion of the net proceeds to repurchase shares of our common stock in the future, although we are generally not permitted to do so during the first year following our reorganization, and may use a portion of the net proceeds to finance the possible acquisition of other financial institutions or other financial services businesses. We may also use the net proceeds for other general corporate purposes. Colonial Federal Savings Bank generally intends to use the proceeds it receives to originate loans. It may also purchase securities as permitted under our investment policy, expand its banking franchise organically through de novo branching, or expand through acquisitions of other financial institutions, branch offices, or other financial services businesses. Colonial Federal Savings Bank may also use the proceeds it receives to support new loan, deposit or other financial products and services, and for general corporate purposes.
Neither Colonial Federal Savings Bank nor CFSB Bancorp, Inc. has any plans or agreements for any specific acquisition transactions at this time. See How We Intend to Use the Proceeds from the Offering.
Limits on the Amount of Common Stock You May Purchase
The minimum purchase is 25 shares of common stock. Generally, no individual, or individuals through a single account held jointly, may purchase more than $100,000 of common stock. If any of the following persons purchase shares of common stock, their purchases when combined with your purchases cannot exceed $150,000 of common stock:
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Any person who is related by blood or marriage to you and who either lives in your home or who is a director or officer of Colonial Federal Savings Bank; |
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Companies or other entities in which you are an officer or partner or have a 10% or greater beneficial ownership interest; |
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Trusts or other estates in which you have a substantial beneficial interest or as to which you serve as a trustee or in another fiduciary capacity; and |
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Any other persons who may be your associates or persons acting in concert with you. |
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Persons having the same address and persons exercising subscription rights through qualifying accounts registered to the same address will be subject to this overall purchase limitation. We have the right to determine, in our sole discretion, whether prospective purchasers are associates or acting in concert.
We may, in our sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase the maximum purchase limitation to 9.9% of the number of shares sold in the offering, provided that the total number of shares purchased by persons, their associates and those persons with whom they are acting in concert, to the extent such purchases exceed 5% of the shares sold in the offering, shall not exceed, in the aggregate, 10% of the total number of the shares sold in the offering.
Subject to regulatory approval, we may increase or decrease the purchase limitations in the offering at any time. A detailed discussion of the limitations on purchases of common stock by an individual and persons acting in concert is set forth under the caption The Reorganization and OfferingOffering of Common StockLimitations on Purchase of Shares.
We expect that the employee stock ownership plan will purchase 3.92% of our outstanding shares (including shares issued to 15 Beach, MHC and shares contributed to the charitable foundation). Subject to the approval of the Federal Reserve Board, the employee stock ownership plan may purchase some or all of these shares in the open market following the completion of the reorganization and the offering. Our employee stock ownership plan purchases will range from 166,600 shares to 259,200 shares of common stock, respectively, at the minimum and adjusted maximum of the offering range.
How You May Purchase Shares of Common Stock in the Subscription and Community Offering
In the subscription offering and the community offering you may pay for your shares only by:
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personal check, bank check or money order payable to CFSB Bancorp, Inc.; or |
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authorizing us to withdraw available funds (without any early withdrawal penalty) from the types of deposit account(s) maintained with Colonial Federal Savings Bank designated on the stock order form. |
Colonial Federal Savings Bank is not permitted to knowingly lend funds for the purpose of purchasing shares of common stock in the offering. You may not pay by wire transfer, use a check drawn on a Colonial Federal Savings Bank line of credit, or use a third-party check to pay for shares of common stock. Please do not submit cash.
You can subscribe for shares of common stock in the offering by delivering a signed and completed original stock order form, together with full payment, before the expiration date of the subscription offering. You may submit your stock order form in one of three ways: by mail, using the reply envelope provided; by overnight courier to the address indicated on the stock order form; or by bringing your stock order form and payment to a drop box to Colonial Federal Savings Banks corporate office located at 15 Beach Street, Quincy, Massachusetts. Please do not mail stock order forms to Colonial Federal Savings Bank. Once submitted, your order is irrevocable. We do not intend to accept incomplete stock order forms, unsigned stock order forms, or copies or facsimiles of stock order forms. For orders paid for by check or money order, the funds must be available in the account. Funds received prior to the completion of the offering will be held in a segregated account at Colonial Federal Savings Bank. Subscription funds will earn interest at 0.10%. If the offering is terminated, we will promptly return your subscription funds with interest.
Withdrawals from certificates of deposit at Colonial Federal Savings Bank for the purpose of purchasing common stock in the offering may be made without incurring an early withdrawal penalty. All funds authorized for withdrawal from deposit accounts with Colonial Federal Savings Bank must be in the deposit accounts at the time the stock order form is received; no credit to purchase shares will be given for future interest to be earned on the funds in your deposit account or submitted for payment for the shares. However, funds will not be withdrawn from the accounts until the offering is completed and will continue to earn interest at the applicable deposit account rate until the completion of the reorganization and offering. A hold will be placed on those funds when your stock order is received, making the designated funds unavailable to you. If a withdrawal results in a certificate of deposit with a balance less than the applicable minimum balance requirement, the certificate of deposit will be canceled at the time of withdrawal without penalty, and the remaining balance will earn interest at 0.10% thereafter, until such funds are withdrawn. After we receive an order, the order cannot be revoked or changed.
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By signing the stock order form, you are acknowledging receipt of this prospectus and that the shares of our common stock are not deposits or savings accounts that are federally insured or otherwise guaranteed by Colonial Federal Savings Bank, the Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency.
Using Retirement Account Funds to Purchase Shares of Common Stock in the Subscription and Community Offerings
You may be able to subscribe for shares of common stock using funds in your Individual Retirement Account (IRA), or other retirement account. If you wish to use some or all of the funds in your IRA or other retirement account held at Colonial Federal Savings Bank, the applicable funds must be transferred to a self-directed account maintained by an independent custodian or trustee, such as a brokerage firm, before you place your stock order. If you do not have such an account, you will need to establish one. A one-time and/or annual administrative fee may be payable to the independent custodian or trustee. Because individual circumstances differ and the processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the [EXP DATE] offering deadline, for assistance with purchases using funds in your IRA or other retirement account held at Colonial Federal Savings Bank or elsewhere. Whether you may use such funds for the purchase of shares in the offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.
For a complete description of how to use IRA funds to purchase shares in the offering, see The Reorganization and OfferingProcedure for Purchasing SharesUsing Retirement Account Funds.
You May Not Sell or Transfer Your Subscription Rights
Applicable regulations prohibit you from selling, giving, or otherwise transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to state that you are purchasing the shares of common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights. We intend to take legal action, including reporting persons to federal or state regulatory agencies, against anyone who we believe has sold or given away his or her subscription rights. We will not accept your order if we have reason to believe that you have sold or transferred your subscription rights. When registering your stock purchase on the stock order form, you cannot add the name(s) of others for joint stock registration unless they are also named on the qualifying deposit account. Doing so may jeopardize your subscription rights. In addition, the stock order form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility record date. Your failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation, if there is an oversubscription. Eligible depositors who enter into agreements to allow ineligible investors to participate in the subscription offering may be violating federal law and may be subject to civil enforcement actions or criminal prosecution.
Deadline for Orders of Common Stock
The deadline for submitting orders to purchase shares of the common stock in the subscription and community offerings is :00 p.m., Eastern Time, on [EXP DATE], unless we extend this deadline. If you wish to purchase shares of common stock, your properly completed and signed original stock order form, together with full payment for the shares, must be received (not postmarked) by this time. Orders received after :00 p.m., Eastern Time, on [EXP DATE] will be rejected unless the offering is extended.
Although we will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at :00 p.m., Eastern Time, on [EXP DATE], whether or not we have been able to locate each person entitled to subscription rights.
See The Reorganization and OfferingProcedure for Purchasing SharesExpiration Date for a complete description of the deadline for purchasing shares in the offering.
Once Submitted, Your Stock Purchase Order May Not Be Revoked Except Under Certain Circumstances
Funds that you submit to purchase shares of our common stock in the offering will be held in a segregated account until the termination or completion of the offering, including any extension of the expiration date. Because completion of the reorganization and offering is subject to the receipt of all required regulatory approvals, including
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an update of the independent appraisal, among other factors, there may be one or more delays in the completion of the reorganization. Any orders that you submit to purchase shares of our common stock in the offering are irrevocable, and you will not have access to subscription funds unless the offering is terminated, or extended beyond [EXT DATE 1], or the number of shares to be sold in the offering is increased to more than 2,843,375 shares or decreased to fewer than 1,827,500 shares.
Termination of the Offering
The subscription offering will expire at _:00 p.m., Eastern Time, on [EXP DATE]. We expect that the community offering, if one is conducted, would expire at the same time. We may extend this expiration date without notice to you until [EXT DATE 1], or such later date as the applicable regulators may approve. If the subscription offering and/or community offering are extended beyond [EXT DATE 1], we will be required to resolicit subscriptions before proceeding with the offering. In such event, all subscribers will be afforded the opportunity to confirm, cancel or change their orders. If you choose to cancel your order or you do not respond to the resolicitation notice, your funds will be promptly returned to you with interest and deposit account withdrawal authorizations will be cancelled. All further extensions, in the aggregate, may not last beyond [EXT DATE 2], which is two years after the special meeting of members of Colonial Federal Savings Bank to be held on , 2021 to vote on the plan of reorganization.
Steps We May Take If We Do Not Receive Orders for the Minimum Number of Shares
If we do not receive orders for at least 1,827,500 shares of common stock, we may take several steps in order to sell the minimum number of shares of common stock in the offering range. Specifically, we may (a) increase the purchase limitations, (b) seek regulatory approval to extend the offering beyond the [EXT DATE 1] expiration date, and/or (c) reduce the valuation and offering range, provided that any such extension or reduction will require us to resolicit subscriptions received in the offering and provide subscribers with the opportunity to increase, decrease or cancel their subscriptions. If the offering is extended beyond [EXT DATE 1], subscribers will have the right to confirm, cancel or change their orders. If the number of shares to be sold in the offering is increased to more than 2,843,375 shares or decreased to less than 1,827,500 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest.
Market for the Common Stock
We have never issued capital stock and there is no established market for our common stock. We expect that our common stock will be traded on the Nasdaq Capital Market under the symbol [ticker] upon conclusion of the offering. See Market for the Common Stock.
Our Dividend Policy
We do not currently intend to pay dividends on our common stock following completion of the offering. In the event that we do determine to pay dividends in the future, the payment and amount of any dividends will depend upon a number of factors, including the following: regulatory capital requirements; our financial condition and results of operations; our other uses of funds for the long-term value of stockholders; tax considerations; the Federal Reserve Boards current regulations restricting the waiver of dividends by mutual holding companies; statutory and regulatory limitations; and general economic conditions. See Our Policy Regarding Dividends in this prospectus for additional information regarding our dividend policy.
Possible Change in the Offering Range
RP Financial will update its appraisal before we complete the offering. If, as a result of demand for the shares or changes in market conditions, RP Financial determines that our pro forma market value has increased, we may sell up to 2,843,375 shares in the offering without further notice to you. If our pro forma market value at that time is either below $18.3 million or above $28.4 million, then, after consulting with the Federal Reserve Board, we may:
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terminate the offering, cancel deposit account withdrawal authorizations and promptly return all funds received in the offering with interest at 0.10%; |
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set a new offering range; or |
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take such other actions as may be permitted by the Federal Reserve Board, the Financial Industry Regulatory Authority (FINRA) and the Securities and Exchange Commission. |
If we set a new offering range, we will promptly return funds, with interest at 0.10% for funds received in the offering, cancel deposit account withdrawal authorizations and commence a resolicitation. In connection with the resolicitation, we will notify subscribers of their right to place a new stock order for a specified period of time.
Possible Termination of the Offering
We may terminate the offering at any time prior to the special meeting of members of Colonial Federal Savings Bank that is being called to vote on the reorganization and offering, and at any time after member approval with applicable regulatory approval. If we terminate the offering, we will promptly return your funds, with interest at 0.10%, and we will cancel deposit account withdrawal authorizations.
Our Officers, Directors and Employees Will Receive Additional Benefits and Compensation After the Reorganization and Offering
In connection with the reorganization, we are establishing an employee stock ownership plan, and, subject to stockholder approval, we intend to implement a stock-based benefit plan that will provide for grants of stock options and restricted stock.
Employee Stock Ownership Plan. The board of directors of Colonial Federal Savings Bank has adopted an employee stock ownership plan, which will award shares of our common stock to eligible employees based on their compensation. Our board of directors will, at the completion of the offering, ratify the loan to the employee stock ownership plan and the issuance of the common stock to the employee stock ownership plan. It is expected that our employee stock ownership plan will purchase an amount of shares equal to 3.92% of our outstanding shares (including shares issued to 15 Beach, MHC and shares contributed to the charitable foundation) with the proceeds of the loan made by CFSB Bancorp, Inc. to the plan.
Stock-Based Benefit Plan. In addition to shares purchased by the employee stock ownership plan, we intend to adopt a stock-based benefit plan. The plan will be designed to attract and retain qualified personnel in key positions and provide directors, officers and key employees with an ownership interest in CFSB Bancorp, Inc., which will be an incentive to contribute to our success, and will reward key employees for their performance. In accordance with applicable regulations, we anticipate the plan will authorize a number of stock options and shares of restricted common stock equal to 4.90% and 1.96%, respectively, of our outstanding shares of common stock (including shares issued to 15 Beach, MHC and shares contributed to the charitable foundation) at the conclusion of the reorganization and offering. These limitations will not apply if the plan is implemented more than one year after the completion of the reorganization and offering.
A stock-based benefit plan will not be established sooner than six months after the offering, and if adopted within one year after the offering, the plan must be approved by a majority of the votes eligible to be cast by our stockholders, as well as a majority of the votes eligible to be cast by our stockholders other than 15 Beach, MHC. If a stock-based benefit plan is established more than one year after the offering, it must be approved by a majority of votes cast by our stockholders, as well as a majority of votes cast by our stockholders other than 15 Beach, MHC.
The following additional restrictions would apply to our stock-based benefit plan only if such plan is adopted within one year after the offering:
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non-employee directors in the aggregate may not receive more than 30% of the options and shares of restricted common stock authorized under the plan; |
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no non-employee director may receive more than 5% of the options and shares of restricted common stock authorized under the plan; |
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no individual may receive more than 25% of the options and shares of restricted common stock authorized under the plan; |
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options and shares of restricted common stock may not vest more rapidly than 20% per year, beginning on the first anniversary of stockholder approval of the plan; and |
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accelerated vesting is not permitted except for death, disability or upon a change in control of Colonial Federal Savings Bank or CFSB Bancorp, Inc. |
We have not determined whether we will present a stock-based benefit plan for stockholder approval prior to or more than 12 months after the completion of the offering. In the event federal regulators change their regulations or policies regarding stock-based benefit plans, including any regulations or policies restricting the size of awards and vesting of benefits as described above, the restrictions described above may not be applicable.
We may obtain the shares needed for our stock-based benefit plan by issuing additional shares of common stock from authorized but unissued shares or through stock repurchases.
Equity Plan Expenses. The implementation of an employee stock ownership plan and a stock-based benefit plan will increase our future compensation costs, thereby reducing our earnings. We will be required to recognize an expense each year under our employee stock ownership plan equal to the fair market value of the shares committed to be released for that year to the participating employees. In addition, if we issue restricted stock awards under a stock-based benefit plan, we would be required to recognize an expense as the shares vest equal to their fair market value on the grant date. Finally, if we issue stock options, we would be required to recognize an expense as the options vest, equal to their estimated value on the grant date. See Risk FactorsRisks Related to the OfferingOur stock-based benefit plans will increase our expenses, which will reduce our net income and Management Benefits to be Considered Following Completion of the Stock Offering.
Benefits to Management. The following table summarizes the stock benefits that our officers, directors and employees may receive following the reorganization and offering, at the adjusted maximum of the offering range and assuming that our employee stock ownership plan purchases 3.92% of our outstanding shares (including shares issued to 15 Beach, MHC and shares contributed to the charitable foundation) and that we implement a stock-based benefit plan granting options to purchase 4.90% of the total shares of common stock of CFSB Bancorp, Inc. issued in connection with the reorganization (including shares issued to 15 Beach, MHC and shares contributed to the charitable foundation) and awarding shares of restricted common stock equal to 1.96% of the total shares of common stock of CFSB Bancorp, Inc. issued in connection with the reorganization and offering (including shares issued to 15 Beach, MHC and shares contributed to the charitable foundation).
Plan |
Individuals Eligible to Receive Awards |
Percent of
Outstanding Shares |
Value of Benefits Based on
Adjusted Maximum of Offering Range (Dollars in Thousands) |
|||||||
Employee stock ownership plan |
All employees | 3.92 | % | $ | 2,592 | |||||
Stock awards |
Directors, officers and employees | 1.96 | 1,296 | |||||||
Stock options |
Directors, officers and employees | 4.90 | 1,118 | (1) | ||||||
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|
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Total |
10.78 | % | $ | 5,006 | ||||||
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|
|
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(1) |
The fair value of stock options has been estimated at $3.45 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; no dividend yield; expected option life of 5 years; risk free interest rate of 1.45%; and a volatility rate of 23.74% based on an index of publicly traded savings institutions. |
The actual value of the shares of restricted common stock awarded under the stock-based benefit plan would be based on the price of CFSB Bancorp, Inc.s common stock at the time the shares are awarded. The following table presents the total value of all shares of restricted common stock to be available for award and issuance under the stock-based benefit plan, assuming receipt of stockholder approval and that the shares are awarded in a range of market prices from $8.00 per share to $14.00 per share.
Share Price |
83,300 Shares
Awarded at Minimum of Offering Range |
98,000 Shares
Awarded at Midpoint of Offering Range |
112,700 Shares
Awarded at Maximum of Offering Range |
129,605 Shares
Awarded at Adjusted Maximum of Offering Range |
||||||||||||
(Dollars in thousands, except share price information) | ||||||||||||||||
$ 8.00 |
$ | 666 | $ | 784 | $ | 902 | $ | 1,037 | ||||||||
$10.00 |
$ | 833 | $ | 980 | $ | 1,127 | $ | 1,296 | ||||||||
$12.00 |
$ | 1,000 | $ | 1,176 | $ | 1,352 | $ | 1,555 | ||||||||
$14.00 |
$ | 1,166 | $ | 1,372 | $ | 1,578 | $ | 1,814 |
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The grant-date fair value of the options granted under the stock-based benefit plan will be based in part on the price of shares of CFSB Bancorp, Inc.s common stock at the time the options are granted. The value will also depend on the various assumptions utilized in the option pricing model ultimately adopted. The following table presents the total estimated value of the options to be available for grant under the stock-based benefit plan, assuming receipt of stockholder approval, using a Black-Scholes option pricing model, and assuming the market price and exercise price for the stock options are equal and the range of market prices for the shares is $8.00 per share to $14.00 per share. The Black-Scholes option pricing model provides an estimate only of the fair value of the options, and the actual value of the options may differ significantly from the value set forth in this table.
Market/Exercise Price |
Grant-Date Fair
Value Per Option |
208,250 Options at
Minimum of Offering Range |
245,000 Options at
Midpoint of Offering Range |
281,750 Options at
Maximum of Offering Range |
324,013 Options at
Adjusted Maximum of Offering Range |
|||||||||||||||
(Dollars in thousands, except market/exercise price and fair value information) | ||||||||||||||||||||
$ 8.00 |
$ | 2.76 | $ | 575 | $ | 676 | $ | 778 | $ | 894 | ||||||||||
$10.00 |
$ | 3.45 | $ | 718 | $ | 845 | $ | 972 | $ | 1,118 | ||||||||||
$12.00 |
$ | 4.14 | $ | 862 | $ | 1,104 | $ | 1,166 | $ | 1,341 | ||||||||||
$14.00 |
$ | 4.83 | $ | 1,006 | $ | 1,183 | $ | 1,361 | $ | 1,565 |
Restrictions on the Acquisition of CFSB Bancorp, Inc. and Colonial Federal Savings Bank
Federal regulations, as well as provisions contained in the charter and bylaws of Colonial Federal Savings Bank and CFSB Bancorp, Inc., restrict the ability of any person, firm or entity to acquire CFSB Bancorp, Inc., Colonial Federal Savings Bank, or their respective capital stock. These restrictions include the requirement that a potential acquirer of common stock obtain the prior approval of the Federal Reserve Board and/or the Office of the Comptroller of the Currency before acquiring in excess of 10% of the voting stock of CFSB Bancorp, Inc. or Colonial Federal Savings Bank, as well as a provision in each of CFSB Bancorp, Inc.s and Colonial Federal Savings Banks respective charters that generally provides that for a period of five years from the closing of the offering, no person, other than 15 Beach, MHC, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of equity security of CFSB Bancorp, Inc. or Colonial Federal Savings Bank held by persons other than 15 Beach, MHC, and, with respect to Colonial Federal Savings Bank, other than CFSB Bancorp, Inc., and that any shares acquired in excess of this limit would not be entitled to be voted and would not be counted as voting stock in connection with any matters submitted to the stockholders for a vote.
Because a majority of the shares of outstanding common stock of CFSB Bancorp, Inc. must be owned by 15 Beach, MHC, any acquisition of CFSB Bancorp, Inc. must be approved by 15 Beach, MHC. Furthermore, 15 Beach, MHC would not be required to pursue or approve a sale of CFSB Bancorp, Inc. even if such sale were favored by a majority of CFSB Bancorp, Inc.s public stockholders. Finally, although a mutual holding company may be acquired by a mutual institution or another mutual holding company in what is known as a remutualization transaction, current regulatory policy may make such transactions unlikely because of the heightened regulatory scrutiny given to the structure and pricing of such transactions. Specifically, current regulatory policy views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and mutual members of the target entity, and raising issues concerning the effect on the mutual members of the acquiring entity. As a result, a remutualization transaction for CFSB Bancorp, Inc. is unlikely unless the applicant can clearly demonstrate that the regulatory concerns are not warranted in the particular case.
Proposed Stock Purchases by Management
CFSB Bancorp, Inc.s directors and executive officers and their associates are expected to purchase, for investment purposes, approximately 146,000 shares of common stock in the offering, which represents 8.0% of the shares to be offered for sale to the public and contributed to the charitable foundation, and 3.4% of the total shares to be outstanding after the offering (including shares sold to the public, contributed to the charitable foundation and owned by 15 Beach, MHC), each at the minimum of the offering range, respectively. Like all of our eligible depositor purchasers, our directors and executive officers and their associates have subscription rights based on their deposits and, in the event of an oversubscription, their orders will be subject to the allocation provisions set forth in our plan of reorganization.
The plan of reorganization provides that the aggregate number of shares acquired in the offering by our directors and executive officers (and their associates) may not exceed 29% of the outstanding shares held by persons
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other than 15 Beach, MHC, except with the approval of federal regulators. Directors and executive officers will pay the same $10.00 per share price paid by all other persons who purchase shares in the offering. These shares will be counted in determining whether the minimum of the offering range is reached.
Conditions to Completing the Reorganization and Offering
We cannot complete the reorganization and offering unless:
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we sell at least 1,827,500 shares, the minimum of the offering range; |
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the members of Colonial Federal Savings Bank vote to approve the reorganization and offering; and |
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we receive final approval from the Federal Reserve Board to complete the reorganization and offering, as well as any additional required approvals from the Office of the Comptroller of the Currency and the FDIC. |
Federal Reserve Board, Office of the Comptroller of the Currency or FDIC approval does not constitute a recommendation or endorsement of an investment in our stock.
Possible Conversion of 15 Beach, MHC to Stock Form
In the future, 15 Beach, MHC may convert from the mutual to stock form of ownership, in a transaction commonly referred to as a second-step conversion. In a second-step conversion, members of 15 Beach, MHC would have subscription rights to purchase common stock of CFSB Bancorp, Inc. or its successor, and the public stockholders of CFSB Bancorp, Inc. would be entitled to exchange their shares of common stock for an equal percentage of shares of the converted 15 Beach, MHC. This percentage may be adjusted to reflect any assets owned by 15 Beach, MHC.
Our board of directors has no current plans to undertake a second-step conversion transaction. Any second-step conversion transaction would require the approval of holders of a majority of the outstanding shares of CFSB Bancorp, Inc. common stock (excluding shares held by 15 Beach, MHC) and the approval of the depositor members of 15 Beach, MHC. Public stockholders will not be able to force a merger or second-step conversion transaction of 15 Beach, MHC without the consent of 15 Beach, MHC since such transactions would require the approval of a majority of the outstanding shares of CFSB Bancorp, Inc.s common stock.
Delivery of Prospectus
To ensure that each person receives a prospectus at least 48 hours before the deadline for orders for common stock, we may not mail prospectuses any later than five days prior to such date or hand-deliver prospectuses later than two days prior to that date. Stock order forms may only be delivered if accompanied or preceded by a prospectus. We are not obligated to deliver a prospectus or stock order form by means other than U.S. mail.
We will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights. The subscription offering and all subscription rights will expire at :00 p.m., Eastern Time, on [EXP DATE], whether or not we have been able to locate each person entitled to subscription rights.
Our Contribution of Cash and Shares of Common Stock to the Charitable Foundation
To further our commitment to our local community, we intend to establish and fund a charitable foundation as part of the reorganization and offering. Assuming we receive regulatory and member approval, we intend to contribute to the charitable foundation $250,000 in cash and 2.0% of our outstanding shares, or 100,000 shares of our common stock at the midpoint of the offering range (for an aggregate contribution of $1,250,000, at the midpoint of the offering range, based on the $10.00 per share offering price). As a result of the contribution, we expect to record an after-tax expense of approximately $937,000, at the midpoint of the offering range, during the quarter in which the reorganization and offering is completed.
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The charitable foundation will be dedicated exclusively to supporting charitable causes and community development activities in the communities in which we operate. The contribution of common stock and cash to the charitable foundation will:
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with respect to the contribution of shares of common stock, dilute the voting interests of purchasers of shares of our common stock in the offering; and |
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result in an expense, and a reduction in capital, during the quarter in which the contribution is made, equal to the full amount of the contribution to the charitable foundation, which we expect to be offset in part by a corresponding tax benefit. |
The amount of common stock that we would offer for sale would be greater if the offering were to be completed without the establishment and funding of the charitable foundation. For a further discussion of the financial impact of the charitable foundation, including its effect on those who purchase shares in the offering, see Risk Factors Risks Related to the Charitable Foundation The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2022, Risk Factors Risks Related to the Charitable Foundation Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.
Delivery of Shares of Common Stock
All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A statement reflecting ownership of shares of common stock issued in the subscription and community offerings will be mailed by our transfer agent to the persons entitled thereto at the registration address noted by them on their stock order forms as soon as practicable following consummation of the offering. Shares of common stock sold in the syndicated community offering may be delivered electronically through the services of The Depository Trust Company, subject to any necessary regulatory approval. We expect trading in the stock to begin on the day of completion of the offering or the next business day. Until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, purchasers might not be able to sell the shares of common stock that they purchased, even though the common stock will have begun trading. Your ability to sell your shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.
Tax Consequences
Colonial Federal Savings Bank and CFSB Bancorp, Inc. have received an opinion of counsel, Luse Gorman, PC, regarding the material federal income tax consequences of the reorganization, including an opinion that it is more likely than not that the fair market value of the nontransferable subscription rights to purchase the common stock will be zero and, accordingly, no gain or loss will be recognized by members upon the distribution to them of the nontransferable subscription rights to purchase the common stock and no taxable income will be realized by depositor members as a result of the exercise of the nontransferable subscription rights. Colonial Federal Savings Bank and CFSB Bancorp, Inc. have also received an opinion of Wolf & Company, P.C. regarding the material Massachusetts state tax consequences of the reorganization. As a general matter, the reorganization will not be a taxable transaction for purposes of federal or state income taxes to Colonial Federal Savings Bank, CFSB Bancorp, Inc. or persons eligible to subscribe in the subscription offering. See the section of this prospectus entitled Taxation for additional information regarding taxes.
Emerging Growth Company Status
We qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). For as long as we are an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies. See Risk FactorsRisks Related to the OfferingWe are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors and Regulation and SupervisionEmerging Growth Company Status.
An emerging growth company may elect to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable
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to public companies until such pronouncements are made applicable to private companies, but must make such election when the company is first required to file a registration statement. Such an election is irrevocable during the period a company is an emerging growth company. We have elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.
Important Risks in Owning CFSB Bancorp, Inc.s Common Stock
An investment in our common stock involves substantial risks and uncertainties. Investors should carefully consider all of the information in this prospectus, including the detailed discussion of these and other risks under Risk Factors beginning on page [18], before investing in our common stock. Some of the more significant risks include the following:
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The economic impact of the COVID-19 outbreak could adversely affect our financial condition and results of operations; |
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Almost all of our loans are secured by real estate, and a downturn in the local real estate market could negatively impact our profitability; |
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Our business strategy includes loan growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues; |
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If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease; |
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We intend to increase the origination of multi-family and commercial real estate loans. These loans involve credit risks that could adversely affect our financial condition and results of operations; |
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We depend on our management team and other key personnel to implement our business strategy and execute successful operations and we could be harmed by the loss of their services or the inability to hire additional personnel; |
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A continuation of the historically low interest rate environment and the possibility that we may access higher-cost funds to support our loan growth and operations may adversely affect our net interest income and profitability; |
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Future changes to interest rates could negatively affect our operating results and asset values; |
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Strong competition within our market area may limit our growth and profitability; |
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Our asset size may make it more difficult for us to compete; |
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Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations; |
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We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches; |
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Changes in accounting standards could affect reported earnings; |
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If managements estimates and assumptions are incorrect, it may have a material impact on our consolidated financial statements and our financial condition or operating results; |
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The future price of our common stock may be less than the purchase price in the offering; |
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There will be a limited trading market in our common stock, which would hinder your ability to sell our common stock and may lower the market price of the stock; |
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Federal Reserve Board regulations and policy effectively prohibit 15 Beach, MHC from waiving the receipt of dividends, which will likely preclude us from paying any dividends on our common stock; |
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Our stock-based benefit plan will increase our expenses, which will reduce our net income; and |
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The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2022. |
How You May Obtain Additional Information Regarding the Reorganization and Offering
Our banking personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the reorganization and offering, please call the Stock Information Center at 1-( ) - . The Stock Information Center will be open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.
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You should consider carefully the following risk factors, in addition to all other information in this prospectus,
in evaluating an investment in our common stock.
Risks Related to the COVID-19 Pandemic
The economic impact of the COVID-19 outbreak could adversely affect our financial condition and results of operations.
The COVID-19 pandemic caused significant economic dislocation in the United States as many state and local governments ordered non-essential businesses to close and residents to shelter in place at home. While most of these restrictions have been removed and businesses have begun to re-open, it is not clear when the pandemic will abate. In response to the COVID-19 outbreak, the Federal Reserve Board has reduced the benchmark federal funds rate to a target range of 0% to 0.25%, and the yields on 10- and 30-year treasury notes declined to historic lows. Certain federal and state agencies are requiring lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and legislation has provided relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Limitations have been placed on foreclosures during the pandemic. We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.
Given the ongoing and dynamic nature of the pandemic, we cannot predict the full impact of the COVID-19 outbreak on our business and on our prospects. The extent of such impact will depend on future developments, which are highly uncertain, including when the pandemic can be controlled and abated and when and how the economy may be fully re-opened. As the result of the COVID-19 pandemic and the related adverse economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, prospects and results of operations:
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demand for our products and services may decline, making it difficult to grow assets and income; |
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if the economy is unable to fully re-open, and higher levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; |
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collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; |
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our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income; |
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the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; |
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as the result of the decline in the Federal Reserve Boards target federal funds rate to near 0%, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income; |
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it may be challenging to grow our business if the recovery from the economic impact caused by COVID-19 is slow or unpredictable; |
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we rely on third-party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us; and |
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FDIC deposit insurance premiums may increase if the FDIC experiences increased resolution costs. |
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Moreover, our future success and profitability substantially depends on the management skills of our executive officers and directors, some of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy. We may not be successful in finding and integrating suitable successors in the event of key employee loss or unavailability.
Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations and prospects.
Risks Related to our Lending Activities
Almost all of our loans are secured by real estate, and a downturn in the local real estate market could negatively impact our profitability.
At June 30, 2021, approximately $174.4 million, or 98.8%, of our total loan portfolio, was secured by real estate, most of which is located in our primary lending market area of Norfolk and Plymouth Counties, Massachusetts and surrounding areas. Future declines in the real estate values in our primary lending markets and surrounding markets because of an economic downturn could significantly impair the value of the particular collateral securing our loans and our ability to sell the collateral upon foreclosure for an amount necessary to satisfy the borrowers obligations to us. This could require increasing our allowance for loan losses to address the decrease in the value of the real estate securing our loans, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
Unlike larger financial institutions that are more geographically diversified, our profitability depends primarily on the general economic conditions in our primary market area. Local economic conditions have a significant impact on our residential real estate and other types of lending, including, the ability of borrowers to repay these loans and the value of the collateral securing these loans.
Moreover, a significant decline in general economic conditions, caused by inflation, acts of terrorism, an outbreak of hostilities or other international or domestic calamities or other factors beyond our control could further impact these local economic conditions and could further negatively affect our financial performance. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.
If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.
We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions or the results of our analyses are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance. In addition, our emphasis on loan growth and on increasing our portfolio of commercial real estate loans, as well as any future credit deterioration, including as a result of COVID-19, could require us to increase our allowance for loan losses in the future. At June 30, 2021, our allowance for loan losses as a percentage of total loans was 0.98%. Material additions to our allowance would materially decrease our net income.
The Financial Accounting Standards Board has delayed the effective date of the implementation of Current Expected Credit Losses, or CECL, standard. CECL will be effective for CFSB Bancorp, Inc. on January 1, 2023. CECL will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for credit losses. This will change the current method of providing allowances for loan losses that are incurred or probable, which would likely require us to increase our allowance for credit losses, and to greatly increase the types of data we would need to collect and review to determine the appropriate level of the allowance for credit losses.
In addition, bank regulators periodically review our allowance for loan losses and, as a result of such reviews, we may be required to increase our provision for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as a result of such review or otherwise may have a material adverse effect on our financial condition and results of operations.
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We intend to increase the origination of multi-family and commercial real estate loans. These loans involve credit risks that could adversely affect our financial condition and results of operations.
At June 30, 2021, commercial real estate loans totaled $16.4 million, or 9.3% of our loan portfolio and multi-family real estate loans totaled $15.9 million, or 9.0% of our loan portfolio. Given their larger balances and the complexity of the underlying collateral, multi-family and commercial real estate loans generally have more risk than the owner-occupied one- to four-family residential real estate loans that we originate. Because the repayment of multi-family and commercial real estate loans depends on the successful management and operation of the borrowers properties or related businesses, repayment of such loans can be affected by adverse conditions in the local real estate market or economy. The adverse effects of the COVID-19 pandemic could adversely impact the value of properties securing the loan or the revenues from the borrowers business, thereby increasing the risk of non-performing loans. If we foreclose on these loans, our holding period for the collateral typically is longer than for a one- to four-family residential property because there are fewer potential purchasers of the collateral. In addition, multi-family and commercial real estate loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential loans. Accordingly, charge-offs on multi-family and commercial real estate loans may be larger on a per loan basis than those incurred by our one- to four-family residential real estate or consumer loan portfolios.
As our commercial and multi-family real estate loan portfolio increases, the corresponding risks and potential for losses from these loans may also increase, which would adversely affect our business, financial condition and results of operations.
Our non-owner-occupied one- to four-family residential real estate loans may expose us to increased credit risk.
At June 30, 2021, $20.5 million, or 11.6% of our total loan portfolio, consisted of loans secured by non-owner-occupied one- to four-family residential real estate properties. At June 30, 2021, all of our non-owner-occupied one- to four-family residential real estate loans were performing in accordance with their repayment terms. One- to four-family residential loans secured by non-owner-occupied properties generally expose a lender to greater risk of non-payment and loss than loans secured by owner-occupied properties because repayment of such loans depend primarily on the tenants continuing ability to pay rent to the property owner, who is our borrower, or, if the property owner is unable to find a tenant, the property owners ability to repay the loan without the benefit of a rental income stream. In addition, the physical condition of non-owner-occupied properties may be below that of owner-occupied properties due to lenient property maintenance standards that negatively impact the value of the collateral properties.
Risks Related to our Business Strategy
Our business strategy includes loan growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.
Our business strategy primarily focuses on loan growth, funded by deposits. Achieving such growth may require us to attract customers that currently bank at other financial institutions in our market area. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, the level of competition from other financial institutions in our market area and our ability to manage our growth. Growth opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in opening branches and expanding lending capacity, and generally a period of time is required to generate the necessary revenues to offset these costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion can be expected to negatively impact our earnings until certain economies of scale are reached. Our expenses could be further increased if we encounter delays in the opening of new branches.
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A significant percentage of our assets is invested in securities, which typically have a lower yield than our loan portfolio.
Our results of operations depend substantially on our net interest income. At June 30, 2021, 43.6% of our assets were invested in investment securities and cash and cash equivalents. These investments yield substantially less than the loans we hold in our portfolio. While we intend to invest a greater proportion of our assets in loans with the goal of increasing our net interest income, we may not be able to increase originations of loans that are acceptable to us. Further, at June 30, 2021, $105.1 million, or 87.9%, of our securities portfolio was designated a held to maturity. As a result, we are unable to sell these securities to respond to changes in interest rates that may occur in the future.
We depend on our management team and other key personnel to implement our business strategy and execute successful operations and we could be harmed by the loss of their services or the inability to hire additional personnel.
We depend on the services of the members of our senior management team who direct our strategy and operations. Our executive officers and lending personnel possess substantial expertise, extensive knowledge of our markets and key business relationships. Any one of them could be difficult to replace. Our loss of these persons, or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our results of operations and our ability to compete in our markets. See Management.
Risks Related to Market Interest Rates
A continuation of the historically low interest rate environment and the possibility that we may access higher-cost funds to support our loan growth and operations may adversely affect our net interest income and profitability.
In recent years, the Federal Reserve Boards policy has been to maintain interest rates at historically low levels through its targeted federal funds rate and the purchase of mortgage-backed securities. Our ability to reduce our interest expense may be limited at current interest rate levels while the average yield on our interest-earning assets may continue to decrease, and our interest expense may increase as we access non-core funding sources or increase deposit rates to fund our operations. A continuation of a low interest rate environment or an increase in our cost of funds may adversely affect our net interest margin and net interest income, which would have an adverse effect on our profitability.
Future changes in interest rates could negatively affect our operating results and asset values.
Net income is the amount by which net interest income and non-interest income exceed non-interest expense and the provision for loan losses. Net interest income makes up a majority of our income and is based on the difference between:
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the interest income we earn on interest-earning assets, such as loans and securities; and |
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the interest expense we pay on interest-bearing liabilities, such as deposits and borrowings. |
The rates we earn on our assets and the rates we pay on our liabilities are generally fixed for a contractual period of time. Like many savings institutions, our liabilities generally have shorter contractual maturities than our assets. This is exacerbated due to our historical focus on one- to four-family residential real estate loans, the substantial majority of which have fixed interest rates. This imbalance can create significant earnings volatility because market interest rates change over time. In a period of rising interest rates, the interest income we earn on our assets may not increase as rapidly as the interest we pay on our liabilities. Furthermore, increases in interest rates may adversely affect our ability to originate loans and/or the ability of our borrowers to make loan repayments on adjustable-rate loans, as the interest owed on such loans would increase as interest rates increase. In a period of declining interest rates, the interest income we earn on our assets may decrease more rapidly than the interest we pay on our liabilities, as borrowers prepay mortgage loans, and mortgage-backed securities and callable securities are called, requiring us to reinvest those cash flows at lower interest rates.
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In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A decline in interest rates generally results in increased prepayments of loans and mortgage-backed and related securities as borrowers refinance their debt to reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Furthermore, an inverted interest rate yield curve, where short-term interest rates (which are usually the rates at which financial institutions borrow funds) are higher than long-term interest rates (which are usually the rates at which financial institutions lend funds for fixed-rate loans) can reduce a financial institutions net interest margin and create financial risk for financial institutions that originate longer-term, fixed-rate mortgage loans.
Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. Changes in the level of interest rates also may negatively affect the value of our assets and ultimately affect our earnings.
We monitor interest rate risk through the use of simulation models, including estimates of the amounts by which the fair value of our assets and liabilities (our economic value of equity or EVE) and our net interest income would change in the event of a range of assumed changes in market interest rates. As of June 30, 2021, in the event of an instantaneous 100 basis point increase in interest rates, we estimate that we would experience a 4.7% decrease in EVE and a 3.4% increase in net interest income. For further discussion of how changes in interest rates could impact us, see Managements Discussion and Analysis of Financial Condition and Results of Operations of Colonial Federal Savings BankManagement of Market Risk.
Risks Related to Competitive Matters
Strong competition within our market areas may limit our growth and profitability.
Competition in the banking and financial services industry is intense. In our market area, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and securities brokerage firms and unregulated or less regulated non-banking entities, operating locally and elsewhere. Many of these competitors have substantially greater resources and higher lending limits than we have and offer certain services that we do not or cannot provide. If we must raise interest rates paid on deposits or lower interest rates charged on our loans, our net interest margin and profitability could be adversely affected. In addition, some of our competitors offer loans with lower interest rates on more attractive terms than loans we offer. Competition also makes it increasingly difficult and costly to attract and retain qualified employees. Our profitability depends upon our continued ability to successfully compete in our market area.
The financial services industry could become even more competitive as a result of new legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for non-banks, such as financial technology companies, securities companies and specialty finance companies to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can. We expect competition to increase in the future because of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. For additional information see Business of Colonial Federal Savings BankMarket Area and Competition.
Our asset size may make it more difficult for us to compete.
Our asset size may make it more difficult to compete with other financial institutions that are larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our competitors. Our lower earnings may also make it more difficult to offer competitive salaries and benefits. In addition, our smaller customer base may make it difficult to generate meaningful non-interest income from non-traditional banking activities. Finally, as a smaller institution, we are disproportionately affected by the continually increasing costs of compliance with new banking and other regulations.
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Risks Related to Laws and Regulations
Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.
Colonial Federal Savings Bank is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency, and CFSB Bancorp, Inc. will be subject to extensive regulation, supervision and examination by the Federal Reserve Board. Such regulation and supervision governs the activities in which an institution and its holding company may engage and are intended primarily for the protection of the federal deposit insurance fund and the depositors and borrowers of Colonial Federal Savings Bank, rather than for our stockholders.
Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. These regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent accounting firm. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of operations.
Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.
The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasurys Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations.
The Federal Reserve Board may require us to commit capital resources to support Colonial Federal Savings Bank, and we may not have sufficient access to such capital resources.
Federal law requires that a holding company act as a source of financial and managerial strength to its subsidiary bank and to commit resources to support such subsidiary bank. Under the source of strength doctrine, the Federal Reserve Board may require a holding company to make capital injections into a troubled subsidiary bank and may charge the holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank. A capital injection may be required at times when the holding company may not have the resources to provide it and therefore may be required to attempt to borrow the funds or raise capital. Any loans by a holding company to its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a holding companys bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the institutions general unsecured creditors, including the holders of its note obligations. Thus, any borrowing that must be done by CFSB Bancorp, Inc.to make a required capital injection becomes more difficult and expensive and could have an adverse effect on our business, financial condition and results of operations. Moreover, it is possible that we will be unable to borrow funds when we need to do so.
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Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations.
In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.
The monetary policies and regulations of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.
We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.
We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, we also will not be subject to Section 404(b) of the Sarbanes-Oxley Act, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. We have also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.
We can remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (2) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (3) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period.
As a result, our stockholders may not have access to certain information they may deem important, and investors may find our common stock less attractive if we choose to rely on these exemptions. This could result in a less active trading market for our common stock and the price of our common stock may be more volatile.
We qualify as a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors.
We are a smaller reporting company, and, for as long as we continue to qualify as a smaller reporting company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to smaller reporting companies, including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and two years of audited financial statements in our annual report instead of three years. As long as we are not an accelerated filer, we will not be subject to Section 404(b) of the Sarbanes-Oxley Act, which requires that our independent registered public accountants review and attest as to the effectiveness of our internal control over financial reporting. In addition, as a non-accelerated filer, we will have longer deadlines to file our periodic reports with the Securities and Exchange Commission.
We would remain a smaller reporting company and a non-accelerated filer for so long as our voting and non-voting equity held by non-affiliates (public float) is less than $250 million or our annual revenues are less than $100 million and our public float is less than $700 million. Public float is determined each year as of the end of a companys second fiscal quarter applicable at the end of the fiscal year involved.
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As a result of our smaller reporting company and non-accelerated filer status, our stockholders may not have access to certain information they may deem important, and investors may find our common stock less attractive if we choose to rely on these exemptions. This could result in a less active trading market for our common stock and the price of our common stock may be more volatile.
Risks Related to Operational Matters
We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches.
Information technology systems are critical to our business. Our business requires us to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and our own business, operations, plans and business strategies. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans. Our computer systems, data management and internal processes, as well as those of third parties, are integral to our performance. Our operational risks include the risk of malfeasance by employees or persons outside our company, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems and compliance requirements, and business continuation and disaster recovery. There have been increasing efforts by third parties to breach data security at financial institutions. Such attacks include computer viruses, malicious or destructive code, phishing attacks, denial of service or information or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information, damages to systems, or other material disruptions to network access or business operations. Although we take protective measures and believe that we have not experienced any of the data breaches described above, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security. Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures.
In the event of a breakdown in our internal control systems, improper operation of systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, loss of customers and damage to our reputation, and face regulatory action or civil litigation. Any of these events could have a material adverse effect on our financial condition and results of operations. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits.
We rely on third-party vendors, which could expose us to additional cybersecurity risks.
Third-party vendors provide key components of our business infrastructure, including certain data processing and information services. Accordingly, our operations are exposed to risk that these vendors will not perform in accordance with our contractual agreements with them, or we also could be adversely affected if such an agreement is not renewed by the third-party vendor or is renewed on terms less favorable to us. If our third-party providers encounter difficulties, or if we have difficulty communicating with those service providers, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected, which could have a material adverse effect on our financial condition and results of operations. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.
We may be subject to risks and losses resulting from fraudulent activities that could adversely impact our financial performance and results of operations.
As a bank, we are susceptible to fraudulent activity that may be committed against us or our clients, which may result in financial losses or increased costs to us or our clients, disclosure or misuse of our information or our client information, misappropriation of assets, privacy breaches against our clients, litigation or damage to our reputation. We are most susceptible to fraud and compliance risk in connection with the origination of loans, automated clearing house transactions, wire transactions, automated teller machine transactions, checking transactions, and debit cards that we have issued to our customers and through our online banking portals.
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We maintain a system of internal controls and insurance coverage to mitigate against such risks, including data processing system failures and errors, and customer fraud. If our internal controls fail to prevent or detect any such occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition and results of operations.
The cost of additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements will increase our expenses.
As a result of the completion of this offering, we will become a public reporting company. The obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. Section 404 of the Sarbanes-Oxley Act of 2002 requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we would expect to file with the Securities and Exchange Commission. Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price. In addition, we may need to hire additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increase our operating expenses and could divert our managements attention from our operations.
Risks Related to Accounting Matters
Changes in accounting standards could affect reported earnings.
The bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board, the Securities and Exchange Commission and other regulatory bodies, periodically change the financial accounting and reporting guidance that govern the preparation of our financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply new or revised guidance retroactively.
If managements estimates and assumptions are incorrect, it may have a material impact on our consolidated financial statements and our financial condition or operating results.
In preparing this prospectus as well as periodic reports we will be required to file under the Securities Exchange Act of 1934, including our consolidated financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on managements best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. The most significant areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for loan losses.
Other Risks Related to Our Business
Legal and regulatory proceedings and related matters could adversely affect us.
We have been and may in the future become involved in legal and regulatory proceedings. We consider most of the proceedings to be in the normal course of our business or typical for the industry; however, it is inherently difficult to assess the outcome of these matters, and we may not prevail in any proceedings or litigation. There could be substantial costs and management diversion in such litigation and proceedings, and any adverse determination could have a materially adverse effect on our business, brand or image, or our financial condition and results of our operations.
Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.
Concerns over the long-term effects of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may voluntarily change their
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behavior as a result of these concerns. We and our customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. We and our customers may face cost increases, asset value reductions and operating process changes. The impact on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Among the impacts to us could be a drop in demand for our products and services, particularly in certain sectors. In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. Our efforts to take these risks into account in making lending and other decisions, including by increasing our business with climate-friendly companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.
We are a community bank and our ability to maintain our reputation is critical to the success of our business, and the failure to do so may materially adversely affect our performance.
We are a community bank, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees or by retaining, appointing or electing directors who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and employees. If our reputation is negatively affected by the actions of our employees or directors, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or otherwise, our business and, therefore, our operating results may be materially adversely affected.
Risks Related to the Offering
The future price of our common stock may be less than the purchase price in the stock offering.
If you purchase shares of common stock in the stock offering, you may not be able to sell them at or above the purchase price in the stock offering. The purchase price in the offering is based upon an independent third-party appraisal of the pro forma market value of CFSB Bancorp, Inc., pursuant to federal banking regulations and subject to review and approval by the Federal Reserve Board. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of our common stock. Our aggregate pro forma market value as reflected in the final independent appraisal may exceed the market price of our shares of common stock after the completion of the offering, which may result in our stock trading below the initial offering price of $10.00 per share.
After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace, and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions, securities analyst research reports and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, often experience substantial market price volatility. These market fluctuations may not be related to the operating performance of particular companies whose shares are traded.
Persons who purchase stock in the offering will own a minority of CFSB Bancorp, Inc.s common stock and will not be able to exercise voting control over most matters put to a vote of stockholders.
Public stockholders will own a minority of the outstanding shares of CFSB Bancorp, Inc.s common stock. As a result, stockholders other than 15 Beach, MHC will not be able to exercise voting control over most matters put to a vote of stockholders. 15 Beach, MHC will own a majority of CFSB Bancorp, Inc.s common stock after the reorganization and offering and, through its board of directors, will be able to exercise voting control over most matters put to a vote of stockholders. The same directors and officers who manage Colonial Federal Savings Bank will also manage CFSB Bancorp, Inc. and 15 Beach, MHC. The board of directors and officers of 15 Beach, MHC must ensure that the interests of depositors of Colonial Federal Savings Bank (as members of 15 Beach, MHC) are represented and considered in matters put to a vote of stockholders of CFSB Bancorp, Inc. Therefore, 15 Beach, MHC may take action that the public stockholders believe to be contrary to their interests. For example, 15 Beach, MHC may exercise its voting control to defeat a stockholder nominee for election to the board of directors of CFSB Bancorp, Inc.
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In addition, stockholders will not be able to force a merger or second-step conversion transaction without the consent of 15 Beach, MHC since such transactions also require the approval of a majority of all of the outstanding voting stock of CFSB Bancorp, Inc., which can only be achieved if 15 Beach, MHC votes to approve such transactions. Some stockholders may desire a sale or merger transaction, since stockholders typically receive a premium for their shares, or a second-step conversion transaction, since, on a fully converted basis, most full stock institutions tend to trade at higher multiples than mutual holding companies. Stockholders could, however, prevent a second-step conversion or the implementation of equity incentive plans because under current regulations and policies, such matters also require the separate approval of the stockholders other than 15 Beach, MHC.
We have broad discretion in using the proceeds of the stock offering. Our failure to effectively deploy the net proceeds of the offering may have an adverse effect on our financial performance and the value of our common stock.
We intend to invest between $8.4 million and $11.6 million of the net proceeds of the offering (or $13.5 million at the adjusted maximum of the offering range) in Colonial Federal Savings Bank. We also expect to use a portion of the net proceeds we retain to fund a loan for the purchase of shares of common stock in the offering by our employee stock ownership plan. We may use the remaining net proceeds to invest in short-term and other investments and for other general corporate purposes, including the repurchase of shares of our common stock. Colonial Federal Savings Bank intends to use the net proceeds it receives to fund new loans, enhance existing products and services, invest in securities, expand its banking franchise by acquiring other financial institutions as opportunities arise, or for other general corporate purposes. However, with the exception of the loan to the employee stock ownership plan and the contribution to the charitable foundation, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have significant flexibility in determining the amount of the net proceeds we apply to different uses and the timing of such applications. Also, certain of these uses, such as acquiring other financial institutions may require the approval of the Office of the Comptroller of the Currency or the Federal Reserve Board. We have not established a timetable for investing the net proceeds, and, accordingly, we may not invest the net proceeds at a time that is most beneficial to CFSB Bancorp, Colonial Federal Savings Bank or our stockholders.
There will be a limited trading market in our common stock, which would hinder your ability to sell our common stock and may lower the market price of the stock.
We have never issued capital stock and there is no established market for our common stock. We expect that our common stock will be traded on the Nasdaq Capital Market, subject to completion of the offering and compliance with certain conditions. Piper Sandler has advised us that it intends to make a market in our common stock following the offering, but it is under no obligation to do so or to continue to do so once trading begins. The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. In addition, our public float, which is the number of our outstanding shares less the shares held by our employee stock ownership plan and our directors and executive officers, will be quite limited. As a result, it is unlikely that an active trading market for the common stock will develop or that, if it develops, it will continue. If you purchase shares of common stock, you may not be able to sell them at or above $10.00 per share. Purchasers of common stock in this stock offering should have long-term investment intent and should recognize that there will be a limited trading market in the common stock. This may make it difficult to sell the common stock after the stock offering and may have an adverse impact on the price at which the common stock can be sold.
The capital we raise in the stock offering may negatively impact our return on equity until we can fully implement our business plan. This could negatively affect the trading price of our shares of common stock.
Net income divided by average equity, known as return on equity, is a ratio many investors use to compare the performance of a financial institution to its peers. We expect our return on equity to remain relatively low until we are able to implement our business plan and leverage the additional capital we receive from the offering. Although we anticipate increasing net interest income using proceeds of the offering, our return on equity will be reduced by the capital raised in the offering, higher expenses from the costs of being a public company, and added expenses associated with our employee stock ownership plan and the stock-based benefit plan we intend to adopt. Until we can implement our business plan and increase our net interest income through investment of the proceeds of the offering, we expect our return on equity to remain relatively low compared to our peer group, which may reduce the value of our shares.
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Federal Reserve Board regulations and policy effectively prohibit 15 Beach, MHC from waiving the receipt of dividends, which will likely preclude us from paying any dividends on our common stock.
CFSB Bancorp, Inc.s board of directors will have the authority to declare dividends on our common stock subject to statutory and regulatory requirements. We currently intend to retain all our future earnings, if any, for use in our business and do not expect to pay any cash dividends on our common stock in the foreseeable future. Any future determination to pay cash dividends will be made by our board of directors and will depend upon our financial condition, results of operations, capital requirements, restrictions under Federal Reserve Board regulations and policy, our business strategy and other factors that our board of directors deems relevant.
Under Federal Reserve Board regulations and policy, if CFSB Bancorp, Inc. pays dividends to its public stockholders, it also would be required to pay dividends to 15 Beach, MHC, unless 15 Beach, MHC waives the receipt of such dividends. Federal Reserve Board regulations implemented after the enactment of the DoddFrank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) effectively prohibit federally-chartered mutual holding companies from waiving dividends declared by their subsidiaries. See Supervision and RegulationHolding Company RegulationWaivers of Dividends by 15 Beach, MHC for a further discussion of the applicable requirements related to the potential waiver of dividends by a mutual holding company. Moreover, since CFSB Bancorp, Inc. will sell only a minority of its shares to the public and will contribute the remaining shares to 15 Beach, MHC, CFSB Bancorp, Inc. will raise significantly less capital than would have been the case if it sold all its shares to the public. As a result, paying dividends to 15 Beach, MHC, which is an entity that will not be paying for the shares of CFSB Bancorp, Inc. common stock it receives in connection with the offering, may be inequitable to public stockholders and not in their best financial interests. Therefore, unless Federal Reserve Board regulations and policy change by allowing 15 Beach, MHC to waive the receipt of dividends declared by CFSB Bancorp, Inc. without diluting minority stockholders, it is unlikely that CFSB Bancorp, Inc. will pay any dividends.
Our stock-based benefit plan will increase our expenses, which will reduce our net income.
We intend to implement a stock-based benefit plan after the offering, subject to stockholder approval, which would increase our annual compensation and benefit expenses related to stock options and stock awards granted to participants under the stock-based benefit plan. The amount of these stock-related compensation and benefit expenses would depend on the number of options and stock awards granted, the fair value of the options and our stock on the date of grant, the vesting period, and other factors that we cannot predict at this time. If we implement stock-based benefit plan within 12 months following the completion of the reorganization and offering, the total shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plan would be limited to 1.96% and 4.90%, respectively, of the outstanding shares of common stock of CFSB Bancorp, Inc. at the completion of the reorganization and offering (including shares issued to 15 Beach, MHC and shares contributed to the foundation). If we award restricted shares of common stock or grant options in excess of these amounts under a stock-based benefit plan implemented more than 12 months after the completion of the offering, our expenses would increase further.
We anticipate that our employee stock ownership plan will purchase 3.92% of our outstanding shares (including shares issued to 15 Beach, MHC and shares contributed to the foundation). The cost of acquiring the shares of common stock for the employee stock ownership plan is estimated to be between $1.7 million at the minimum of the offering range and $2.6 million at the adjusted maximum of the offering range (assuming we are able to purchase all of such shares in the offering). We will record annual employee stock ownership plan expenses in an amount equal to the fair value of shares of common stock committed to be released to employees. If shares of common stock appreciate in value over time, compensation expense relating to the employee stock ownership plan will increase.
The estimated expense in the first year following the offering for shares purchased in the offering (or in the after-market if the offering is oversubscribed by the eligible account holders) by our employee stock ownership plan and for a stock-based benefit plan implemented within one year after the offering, subject to receipt of stockholder approval, is approximately $587,000 ($482,000 after tax) at the adjusted maximum of the offering range as set forth in the pro forma financial information under Pro Forma Data, assuming the $10.00 per share offering price as fair market value. Actual expense may be higher if the price of our common stock at the time the shares are allocated or awarded is greater than $10.00 per share. For further discussion of our proposed stock-based plans, see ManagementBenefits to be Considered Following Completion of the Stock Offering.
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The implementation of a stock-based benefit plan is likely to dilute your ownership interest.
We intend to adopt a stock-based benefit plan, which will allow participants to be awarded shares of common stock (at no cost to them) and/or options to purchase shares of our common stock, following the offering. If this stock-based benefit plan is funded solely from the issuance of authorized but unissued shares of common stock, stockholders would experience a reduction in ownership interest totaling 6.42%. Although the implementation of a stock-based benefit plan will be subject to stockholder approval, historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions or mutual holding company reorganizations have been approved by stockholders.
We have not determined the timing of the adoption of stock-based benefit plan following the stock offering. Stock-based benefit plans adopted more than one year following the completion of the reorganization and offering may exceed regulatory restrictions on the size of stock-based benefit plans adopted within one year, which would increase our expenses and the dilution to other stockholders.
If we adopt a stock-based benefit plan within one year following the completion of the reorganization and offering, then we may grant shares of common stock or stock options under our stock-based benefit plan for up to 4.90% and 1.96%, respectively, of the outstanding shares of common stock of CFSB Bancorp, Inc. at the completion of the offering (including shares issued to 15 Beach, MHC and contributed to the charitable foundation). The amount of stock awards and stock options available for grant under the stock-based benefit plan may exceed these amounts, provided the stock-based benefit plan is adopted more than one year following the offering. Although the implementation of stock-based benefit plan will be subject to stockholder approval, the determination as to the timing of the implementation of such plan will be at the discretion of our board of directors. A stock-based benefit plan that provides for awards in excess of these amounts would increase our expenses beyond the amounts estimated in Our stock-based benefit plans will increase our expenses, which will reduce our net income. A stock-based benefit plan that provides for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in The implementation of a stock-based benefit plan is likely to dilute your ownership interest.
Various factors may make takeover attempts more difficult to achieve.
Stock banks or their holding companies, as well as individuals, may not acquire control of a mutual holding company, such as CFSB Bancorp. As a result, the only persons that may acquire control of a mutual holding company are other mutual savings institutions or mutual holding companies. Accordingly, it is very unlikely that CFSB Bancorp, Inc. would be subject to any takeover attempt by activist stockholders or other financial institutions. There also are provisions in our charter and bylaws that may be used to delay or block a takeover attempt, including a provision that prohibits any person, other than 15 Beach, MHC, from voting more than 10% of the shares of common stock outstanding. In addition, federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of CFSB Bancorp, Inc. without our board of directors prior approval.
Under Federal Reserve Board regulations, for a period of three years following completion of the offering, no person may directly or indirectly acquire or offer to acquire beneficial ownership of more than 10% of our common stock without prior approval of the Federal Reserve Board. In addition, under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board before acquiring control of a savings and loan holding company. Acquisition of 10% or more of any class of voting stock of a savings and loan holding company creates a rebuttable presumption that the acquirer controls the savings and loan holding company. Also, a savings and loan holding company must obtain the prior approval of the Federal Reserve Board before, among other things, acquiring direct or indirect ownership or control of more than 5% of any class of voting shares of any financial institution holding company or bank, including Colonial Federal Savings Bank.
In addition, a section in CFSB Bancorp, Inc.s charter provides that for a period of five years from the closing of the offering, no person, other than 15 Beach, MHC, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of equity security of CFSB Bancorp, Inc. held by persons other than 15 Beach, MHC, and that any shares acquired in excess of this limit will not be entitled to be voted and will not be counted as voting stock in connection with any matters submitted to the stockholders for a vote.
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Taken as a whole, these statutory provisions and provisions in our articles of incorporation and bylaws make it very difficult for any potential acquiror from acquiring control of CFSB Bancorp, Inc. without the approval of our board of directors, which could adversely affect the market price of our common stock.
For additional information, see Restrictions on the Acquisition of CFSB Bancorp, Inc. and Colonial Federal Savings Bank ManagementAgreements and Benefit Plans and Benefits to be Considered Following Completion of the Stock Offering.
You may not revoke your decision to purchase CFSB Bancorp, Inc. common stock in the subscription or community offerings after you send us your order.
Funds submitted or automatic withdrawals authorized in connection with the purchase of shares of common stock in the subscription and community offerings will be held by us until the completion or termination of the reorganization and offering, including any extension of the expiration date and consummation of a syndicated offering. Because completion of the reorganization and offering will be subject to regulatory approvals and an update of the independent appraisal prepared by RP Financial, LC., among other factors, there may be one or more delays in completing the reorganization and offering. Orders submitted in the subscription and community offerings are irrevocable, and purchasers will have no access to their funds unless the offering is terminated, or extended beyond [EXT DATE 1], or the number of shares to be sold in the offering is increased to more than 2,843,375 shares or decreased to fewer than 1,827,500 shares.
The distribution of subscription rights could have adverse income tax consequences.
If the subscription rights granted to certain current or former depositors of Colonial Federal Savings Bank are deemed to have an ascertainable value, receipt of such rights may be taxable in an amount equal to such value. Whether subscription rights are considered to have ascertainable value is an inherently factual determination. We have received an opinion of counsel, Luse Gorman, PC, that it is more likely than not that such rights have no value; however, such opinion is not binding on the Internal Revenue Service.
Risks Related to the Charitable Foundation
The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2022.
We intend to establish and fund a new charitable foundation in connection with the reorganization and offering. We intend to contribute $250,000 in cash and 2.0% of our outstanding shares, or 100,000 shares at the midpoint of the offering range (for an aggregate contribution of $1,250,000, at the midpoint of the offering range, based on the $10.00 per share offering price) to this charitable foundation. The contribution will have an adverse effect on our net income for the quarter and year in which we make the issuance and contribution to the charitable foundation. The after-tax expense of the contribution is expected to reduce net income in the year of the contribution by approximately $937,000, at the midpoint of the offering range. Our 2021 net income was $1.4 million.
Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.
We may not have sufficient profits to be able to fully use the tax deduction from our contribution to the charitable foundation. Under the Internal Revenue Code, an entity is permitted to deduct up to 10% of its taxable income (generally income before federal income taxes and charitable contributions expense) in any one year for charitable contributions. Any contribution in excess of the 10% limit may be deducted for federal income tax purposes over each of the five years following the year in which the charitable contribution is made. Accordingly, a charitable contribution could, if necessary, be deducted over a six-year period and expires thereafter.
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SELECTED FINANCIAL AND OTHER DATA
The following tables set forth selected historical financial and other data for Colonial Federal Savings Bank at the dates and for the periods indicated. It is only a summary and it should be read in conjunction with the business and financial information contained elsewhere in this prospectus, including the consolidated financial statements beginning on page F-1. The information at June 30, 2021 and 2020 and for the years ended June 30, 2021 and 2020 is derived in part from the audited financial statements appearing elsewhere in this prospectus.
At June 30, | ||||||||
2021 | 2020 | |||||||
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(In thousands) | ||||||||
Selected Financial Condition Data: |
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Total assets |
$ | 338,854 | $ | 332,966 | ||||
Cash and cash equivalents |
40,678 | 37,364 | ||||||
Securities available-for-sale |
2,294 | 403 | ||||||
Securities held-to-maturity |
105,114 | 92,066 | ||||||
Loans receivable, net |
174,433 | 186,839 | ||||||
Bank-owned life insurance |
9,250 | 9,015 | ||||||
Deposits |
284,634 | 277,468 | ||||||
FHLB advances |
918 | 3,721 | ||||||
Total retained earnings |
48,645 | 47,246 |
For the Years Ended
June 30, |
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2021 | 2020 | |||||||
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(In thousands) | ||||||||
Selected Operating Data: |
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Interest and dividend income |
$ | 9,482 | $ | 10,370 | ||||
Interest expense |
2,076 | 2,715 | ||||||
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Net interest income |
7,406 | 7,655 | ||||||
Provision for loan losses |
60 | 50 | ||||||
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Net interest income after provision for loan losses |
7,346 | 7,605 | ||||||
Non-interest income |
643 | 648 | ||||||
Non-interest expense |
6,351 | 6,252 | ||||||
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Income before income taxes |
1,638 | 2,001 | ||||||
Provision for income taxes |
246 | 278 | ||||||
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Net income |
$ | 1,392 | $ | 1,723 | ||||
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At or For the Years Ended
June 30, |
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2021 | 2020 | |||||||
Performance Ratios: |
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Return on average assets |
0.42 | % | 0.55 | % | ||||
Return on average equity |
2.91 | % | 3.72 | % | ||||
Interest rate spread(1) |
2.13 | % | 2.29 | % | ||||
Net interest margin(2) |
2.31 | % | 2.53 | % | ||||
Non-interest expense to average assets |
1.91 | % | 1.99 | % | ||||
Efficiency ratio(3) |
78.90 | % | 75.30 | % | ||||
Average interest-earning assets to average interest-bearing liabilities |
128.21 | % | 127.02 | % | ||||
Average equity to average assets |
14.35 | % | 14.73 | % | ||||
Capital Ratios: |
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Total capital to risk-weighted assets |
29.70 | % | 30.00 | % | ||||
Tier 1 capital to risk-weighted assets |
28.70 | % | 29.00 | % | ||||
Common equity tier 1 capital to risk-weighted assets |
28.70 | % | 29.00 | % | ||||
Tier 1 capital to average assets |
14.40 | % | 14.60 | % | ||||
Asset Quality Ratios: |
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Allowance for loan losses as a percentage of total loans |
0.98 | % | 0.88 | % | ||||
Allowance for loan losses as a percentage of non-performing loans |
NM | NM | ||||||
Net (charge-offs) recoveries to average outstanding loans during the year |
| % | | % | ||||
Non-performing loans as a percentage of total loans |
| % | | % | ||||
Non-performing loans as a percentage of total assets |
| % | | % | ||||
Total non-performing assets as a percentage of total assets |
| % | | % | ||||
Other: |
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Number of offices(4) |
4 | 4 | ||||||
Number of full-time equivalent employees |
31 | 29 |
(1) |
Represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. |
(2) |
Represents net interest income as a percentage of average interest-earning assets. |
(3) |
Represents non-interest expense divided by the sum of net interest income and non-interest income. |
(4) |
Includes one limited service branch office. |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements, which can be identified by the use of words such as estimate, project, believe, intend, anticipate, assume, plan, seek, expect, will, may, should, indicate, would, contemplate, continue, target and words of similar meaning. These forward-looking statements include, but are not limited to:
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statements of our goals, intentions and expectations; |
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statements regarding our business plans, prospects, growth and operating strategies; |
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statements regarding the quality of our loan and investment portfolios; and |
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estimates of our risks and future costs and benefits. |
These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this prospectus.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
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conditions relating to the COVID-19 pandemic, including the severity and duration of the associated economic slowdown either nationally or in our market areas, that are worse than expected; |
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general economic conditions, either nationally or in our market areas, that are worse than expected; |
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changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; |
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our ability to access cost-effective funding; |
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fluctuations in real estate values and both residential and commercial real estate market conditions; |
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demand for loans and deposits in our market area; |
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our ability to implement and change our business strategy; |
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competition among depository and other financial institutions; |
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inflation and changes in the interest rate environment that reduce our margins and yields, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make; |
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adverse changes in the securities or secondary mortgage markets; |
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changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees, capital requirements and insurance premiums; |
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changes in the quality or composition of our loan or investment portfolios; |
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technological changes that may be more difficult or expensive than expected; |
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the inability of third-party providers to perform as expected; |
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a failure or breach of our operational or security systems or infrastructure, including cyberattacks; |
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our ability to manage market risk, credit risk and operational risk; |
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our ability to enter new markets successfully and capitalize on growth opportunities; |
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our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto; |
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changes in consumer spending, borrowing and savings habits; |
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changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board; |
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our ability to retain key employees; |
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our compensation expense associated with equity allocated or awarded to our employees; and |
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changes in the financial condition, results of operations or future prospects of issuers of securities that we own. |
Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Please see Risk Factors beginning on page 18.
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HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING
Although we will not be able to determine the amount of actual net proceeds we will receive from the sale of shares of common stock until the offering is completed, we anticipate that the net proceeds will be between $16.9 million and $23.2 million, or $26.9 million if the offering is increased by 15%.
CFSB Bancorp, Inc. intends to distribute the net proceeds from the offering as follows:
Based Upon the Sale at $10.00 Per Share of | ||||||||||||||||||||||||||||||||
1,827,500 Shares at
Minimum of Offering Range |
2,150,000 Shares at
Midpoint of Offering Range |
2,472,500 Shares at
Maximum of Offering Range |
2,843,375 Shares at
Adjusted Maximum of Offering Range (1) |
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Amount |
Percent of
Net Proceeds |
Amount |
Percent of
Net Proceeds |
Amount |
Percent of
Net Proceeds |
Amount |
Percent of
Net Proceeds |
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(Dollars in thousands) | ||||||||||||||||||||||||||||||||
Offering proceeds |
$ | 18,275 | $ | 21,500 | $ | 24,725 | $ | 28,434 | ||||||||||||||||||||||||
Less: estimated offering expenses |
(1,401 | ) | (1,441 | ) | (1,480 | ) | (1,526 | ) | ||||||||||||||||||||||||
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Net offering proceeds |
$ | 16,874 | 100.00 | % | $ | 20,059 | 100.00 | % | $ | 23,245 | 100.00 | % | $ | 26,908 | 100.00 | % | ||||||||||||||||
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Less: |
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Contribution to Colonial Federal Savings Bank |
$ | 8,437 | 50.0 | $ | 10,030 | 50.0 | $ | 11,623 | 50.0 | $ | 13,454 | 50.0 | ||||||||||||||||||||
Contribution to 15 Beach, MHC |
100 | 0.6 | 100 | 0.5 | 100 | 0.4 | 100 | 0.4 | ||||||||||||||||||||||||
Cash contribution to foundation |
250 | 1.5 | 250 | 1.2 | 250 | 1.1 | 250 | 0.9 | ||||||||||||||||||||||||
Loan to employee stock ownership plan (2) |
1,666 | 9.9 | 1,960 | 9.8 | 2,254 | 9.7 | 2,592 | 9.6 | ||||||||||||||||||||||||
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Proceeds retained by CFSB Bancorp, Inc. |
$ | 6,421 | 38.1 | % | $ | 7,719 | 38.5 | % | $ | 9,018 | 38.8 | % | $ | 10,512 | 39.1 | % | ||||||||||||||||
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(1) |
As adjusted to give effect to an increase in the number of shares, which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering. |
(2) |
The employee stock ownership plan (ESOP) will purchase 3.92% of our outstanding shares (including shares issued to 15 Beach, MHC and shares contributed to the charitable foundation) with the ESOP obtaining the funds to purchase the shares from a loan made available by CFSB Bancorp, Inc. to the ESOP. The loan will be repaid principally through Colonial Federal Savings Banks contribution to the ESOP over the anticipated 25-year term of the loan. The interest rate for the ESOP loan is expected to be equal to the prime rate, as published in The Wall Street Journal, on the closing date of the reorganization and offering. |
The net proceeds may vary because total expenses relating to the reorganization and offering may be more or less than our estimates. For example, our expenses would increase if a syndicated community offering were used to sell shares of common stock not purchased in the subscription offering and the community offering. See The Reorganization and OfferingPlan of Distribution and Marketing Arrangements for a discussion of fees to be paid in the event that shares are sold in a syndicated community offering. Payments for shares made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will result in a reduction of Colonial Federal Savings Banks deposits. Colonial Federal Savings Bank will receive at least 50% of the net proceeds of the offering.
Use of Proceeds Retained by CFSB Bancorp, Inc.
CFSB Bancorp, Inc.:
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intends to initially deposit a portion of the net proceeds of the offering at Colonial Federal Savings Bank and invest the remaining net proceeds in securities, including securities issued by the U.S. government and its agencies or government sponsored enterprises, mortgage-backed securities, and other securities as permitted by our investment policy. See Business of Colonial Federal Savings BankInvestment Activities; |
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may, in the future, use a portion of the proceeds that it retains to repurchase shares of our common stock, although under federal regulations we may not repurchase shares of our common stock during the first year following the reorganization and offering, except to fund a stock-based benefit plan or when extraordinary circumstances exist with prior regulatory approval; |
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may, in the future, use a portion of the proceeds that it retains to finance acquisitions of financial institutions, or branches thereof, or other financial services businesses, or to expand through de novo branching, although no specific transactions are being considered at this time and no specific expansion is being considered at this time; and |
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expects to use the proceeds that it retains from time to time for other general corporate purposes. |
Use of Proceeds Received by Colonial Federal Savings Bank
Colonial Federal Savings Bank:
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intends to use a portion of the proceeds received to increase our lending capacity by providing us with additional capital to support new loans and higher lending limits; |
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intends to use a portion of the proceeds received to fund new one- to four-family residential mortgage loans and multi-family and commercial real estate loans and, to a lesser extent, other loans, in accordance with our business plan and lending guidelines. See Business of Colonial Federal Savings BankLending Activities; |
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may use a portion of the proceeds received to support new loan, deposit and other financial products and services if our board of directors determines that such products will help us compete more effectively in our market area or increase our financial performance; |
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may invest a portion of the proceeds received in securities issued by the U.S. government and its agencies or government sponsored enterprises, mortgage-backed securities, municipal and corporate bonds and other securities as permitted by our investment policy. See Business of Colonial Federal Savings BankInvestment Activities; |
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may, in the future, use a portion of the proceeds received to expand our retail banking franchise, by acquiring other financial institutions, branch offices or other financial services businesses, or establishing new branches, although no specific transactions are being considered at this time; and |
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expects to use the proceeds received from time to time for other general corporate purposes. |
The use of the proceeds by CFSB Bancorp, Inc. and Colonial Federal Savings Bank may change based on changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of potential acquisitions to expand our operations, and overall market conditions.
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OUR POLICY REGARDING DIVIDENDS
We do not currently intend to pay dividends on our common stock following completion of the offering. In the event that we do determine to pay dividends in the future, the payment and amount of any dividends will depend upon a number of factors, including the following: regulatory capital requirements; our financial condition and results of operations; our other uses of funds for the long-term value of stockholders; tax considerations; the Federal Reserve Boards current regulations restricting the waiver of dividends by mutual holding companies; statutory and regulatory limitations; and general economic conditions.
The Federal Reserve Board has issued a policy statement providing that dividends should be paid only out of current earnings and only if our prospective rate of earnings retention is consistent with our capital needs, asset quality and overall financial condition. Regulatory guidance also provides for prior regulatory consultation with respect to capital distributions in certain circumstances such as where the holding companys net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the holding companys overall rate or earnings retention is inconsistent with its capital needs and overall financial condition.
CFSB Bancorp, Inc. will file a consolidated federal tax return with Colonial Federal Savings Bank. Accordingly, it is anticipated that any cash distributions that CFSB Bancorp, Inc. makes to its stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal and state tax purposes. Additionally, pursuant to regulations of the Federal Reserve Board, during the three-year period following the completion of the reorganization and offering, CFSB Bancorp, Inc. will not take any action to declare an extraordinary dividend to its stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.
Pursuant to our charter, we are authorized to issue preferred stock. If we issue preferred stock, the holders thereof may have a priority over the holders of our shares of common stock with respect to the payment of dividends. For a further discussion concerning the payment of dividends on our shares of common stock, see Description of Capital Stock of CFSB Bancorp, Inc.Common Stock. Dividends we can declare and pay will depend, in part, upon receipt of dividends from Colonial Federal Savings Bank, because initially we will have no source of income other than dividends from Colonial Federal Savings Bank and earnings from the investment of the net proceeds from the sale of shares of common stock retained by CFSB Bancorp, Inc. and interest payments received in connection with the loan to the employee stock ownership plan. Regulations of the Federal Reserve Board and the Office of the Comptroller of the Currency impose limitations on capital distributions by savings institutions. See Regulation and SupervisionFederal Banking RegulationCapital Distributions.
Any payment of dividends by Colonial Federal Savings Bank to CFSB Bancorp, Inc. that would be deemed to be drawn out of Colonial Federal Savings Banks bad debt reserves, if any, would require a payment of taxes at the then-current tax rate by Colonial Federal Savings Bank on the amount of earnings deemed to be removed from the reserves for such distribution. Colonial Federal Savings Bank does not intend to make any distribution to CFSB Bancorp, Inc. that would create such a federal tax liability. See Taxation.
If CFSB Bancorp, Inc. pays dividends to its stockholders, it will likely pay dividends to 15 Beach, MHC. The Federal Reserve Boards current regulations significantly restrict the ability of mutual holding companies organized after December 1, 2009 to waive dividends declared by their subsidiaries. Accordingly, we do not currently anticipate that 15 Beach, MHC will waive dividends paid by CFSB Bancorp, Inc. See Risk FactorsRisks Related to the OfferingUnder current law, if we declare dividends on our common stock, 15 Beach, MHC will be restricted from waiving the receipt of dividends and Supervision and RegulationFederal Banking RegulationWaivers of Dividends by 15 Beach, MHC.
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CFSB Bancorp, Inc. is a to-be-formed company and has never issued capital stock. Colonial Federal Savings Bank, as a mutual institution, has never issued capital stock. Accordingly, there is no established market for our common stock. CFSB Bancorp, Inc. expects that its common stock will be quoted on the Nasdaq Capital Market under the symbol [ticker] upon completion of the offering, including the presence of at least three registered and active market makers. Pier Sandler has advised us that it intends to make a market in shares of our common stock following the offering, but it is not obligated to do so or to continue to do so once it begins. While we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in shares of our common stock, there can be no assurance that we will be successful in obtaining such commitments.
The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. Furthermore, we cannot assure you that, if you purchase shares of common stock, you will be able to sell them at or above $10.00 per share. Purchasers of common stock in this offering should have long-term investment intent and should recognize that there may be a limited trading market in the common stock. This may make it difficult to sell the common stock after the offering and may have an adverse impact on the price at which the common stock can be sold.
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HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE
At June 30, 2021, Colonial Federal Savings Bank exceeded all applicable regulatory capital requirements and was considered well capitalized. The table below sets forth, at June 30, 2021, the historical equity capital and regulatory capital and the pro forma equity capital and regulatory capital of Colonial Federal Savings Bank after giving effect to the sale of shares of common stock at $10.00 per share. The tabular data assumes the receipt by Colonial Federal Savings Bank of 50% of the net offering proceeds. See How We Intend to Use the Proceeds from the Offering.
Colonial Federal
Savings Bank Historical at June 30, 2021 |
Pro Forma at June 30, 2021 Based Upon the Sale in the Offering of(1): | |||||||||||||||||||||||||||||||||||||||
1,827,500 Shares | 2,150,000 Shares | 2,472,500 Shares | 2,843,375 Shares(2) | |||||||||||||||||||||||||||||||||||||
Amount |
Percent of Assets |
Amount |
Percent of Assets |
Amount |
Percent of Assets |
Amount |
Percent of Assets |
Amount |
Percent of Assets |
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(unaudited) | (Dollars in thousands) | |||||||||||||||||||||||||||||||||||||||
Equity capital |
$ | 48,646 | 14.36 | % | $ | 54,510 | 15.74 | % | $ | 55,699 | 16.01 | % | $ | 56,889 | 16.28 | % | $ | 58,256 | 16.59 | % | ||||||||||||||||||||
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Tier 1 leverage capital(3)(4) |
$ | 48,628 | 14.40 | % | $ | 54,492 | 15.78 | % | $ | 55,681 | 16.06 | % | $ | 56,871 | 16.33 | % | $ | 58,238 | 16.64 | % | ||||||||||||||||||||
Tier 1 leverage requirement |
16,888 | 5.00 | % | 17,265 | 5.00 | % | 17,339 | 5.00 | % | 17,413 | 5.00 | % | 17,499 | 5.00 | % | |||||||||||||||||||||||||
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Excess |
$ | 31,740 | 9.40 | % | $ | 37,227 | 10.78 | % | $ | 38,342 | 11.06 | % | $ | 39,458 | 11.33 | % | $ | 40,739 | 11.64 | % | ||||||||||||||||||||
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|||||||||||||||||||||
Tier 1 risk-based capital(3)(4) |
$ | 48,628 | 28.67 | % | $ | 54,492 | 31.84 | % | $ | 55,681 | 32.48 | % | $ | 56,871 | 33.12 | % | $ | 58,238 | 33.85 | % | ||||||||||||||||||||
Tier 1 risk-based requirement |
13,569 | 8.00 | % | 13,690 | 8.00 | % | 13,713 | 8.00 | % | 13,737 | 8.00 | % | 13,764 | 8.00 | % | |||||||||||||||||||||||||
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Excess |
$ | 35,059 | 20.67 | % | $ | 40,802 | 23.84 | % | $ | 41,968 | 24.48 | % | $ | 43,134 | 25.12 | % | $ | 44,474 | 25.85 | % | ||||||||||||||||||||
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|||||||||||||||||||||
Total risk-based capital(3)(4) |
$ | 50,350 | 29.68 | % | $ | 56,214 | 32.85 | % | $ | 57,403 | 33.49 | % | $ | 58,593 | 34.12 | % | $ | 59,960 | 34.85 | % | ||||||||||||||||||||
Total risk-based requirement |
16,692 | 10.00 | % | 17,112 | 10.00 | % | 17,142 | 10.00 | % | 17,171 | 10.00 | % | 17,206 | 10.00 | % | |||||||||||||||||||||||||
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Excess |
$ | 33,389 | 19.68 | % | $ | 39,102 | 22.85 | % | $ | 40,261 | 23.49 | % | $ | 41,422 | 24.12 | % | $ | 42,754 | 24.85 | % | ||||||||||||||||||||
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Common equity tier 1 capital(3)(4) |
$ | 48,628 | 28.67 | % | $ | 54,492 | 31.84 | % | $ | 55,681 | 32.48 | % | $ | 56,871 | 33.12 | % | $ | 58,238 | 33.85 | % | ||||||||||||||||||||
Common equity tier 1 requirement |
11,025 | 6.50 | % | 11,123 | 6.50 | % | 11,142 | 6.50 | % | 11,161 | 6.50 | % | 11,184 | 6.50 | % | |||||||||||||||||||||||||
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Excess |
$ | 37,603 | 22.17 | % | $ | 43,369 | 25.34 | % | $ | 44,539 | 25.98 | % | $ | 45,710 | 26.62 | % | $ | 47,054 | 27.35 | % | ||||||||||||||||||||
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Reconciliation: |
|
|||||||||||||||||||||||||||||||||||||||
Net proceeds infused into Colonial Federal Savings Bank |
|
$ | 8,437 | $ | 10,030 | $ | 11,623 | $ | 13,454 | |||||||||||||||||||||||||||||||
Less: Contribution to 15 Beach, MHC |
|
(100 | ) | (100 | ) | (100 | ) | (100 | ) | |||||||||||||||||||||||||||||||
Less: Cash contribution to foundation |
|
(250 | ) | (250 | ) | (250 | ) | (250 | ) | |||||||||||||||||||||||||||||||
Plus: Tax benefit of contribution to foundation |
|
276 | 314 | 351 | 394 | |||||||||||||||||||||||||||||||||||
Less: Common stock acquired by employee stock ownership plan |
|
(1,666 | ) | (1,960 | ) | (2,254 | ) | (2,592 | ) | |||||||||||||||||||||||||||||||
Less: Common stock acquired by stock-based benefit plan |
|
(833 | ) | (980 | ) | (1,127 | ) | (1,296 | ) | |||||||||||||||||||||||||||||||
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|
|||||||||||||||||||||||||||||||||
Pro forma increase in tier 1 and risk-based capital |
|
$ | 5,864 | $ | 7,054 | $ | 8,243 | $ | 9,610 | |||||||||||||||||||||||||||||||
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|
(1) |
Pro forma capital levels assume that the employee stock ownership plan purchases 3.92% of the outstanding shares of common stock of CFSB Bancorp, Inc. at the completion of the reorganization and offering (including shares issued to 15 Beach, MHC and contributed to the charitable foundation) with funds we lend and that our stock-based benefit plan purchases 1.96% of the outstanding shares of common stock of CFSB Bancorp, Inc. at the completion of the reorganization and offering (including shares issued to 15 Beach, MHC and contributed to the charitable foundation) for restricted stock awards. Pro forma capital calculated under generally accepted accounting principles (GAAP) and regulatory capital have been reduced by the amount required to fund these plans. See Management for a discussion of the employee stock ownership plan. |
(2) |
As adjusted to give effect to an increase in the number of shares, which increase could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering. |
(3) |
Equity and Tier 1 leverage capital levels are shown as a percentage of total average assets. Risk-based capital levels are shown as a percentage of risk-weighted assets. |
(4) |
Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk weighting. |
40
The following table presents, at June 30, 2021, the historical consolidated capitalization of Colonial Federal Savings Bank and the pro forma consolidated capitalization of CFSB Bancorp, Inc. after giving effect to the offering based upon the assumptions set forth under Pro Forma Data.
Colonial Federal
Savings Bank |
CFSB Bancorp, Inc. Pro Forma at June 30, 2021 Based upon the Sale in the
Offering at $10.00 per Share of: |
|||||||||||||||||||
Historical at
June 30, 2021 |
1,827,500
Shares |
2,150,000 Shares |
2,472,500
Shares |
2,843,375 Shares(1) |
||||||||||||||||
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|
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|
|
|||||||||||
(unaudited) |
(Dollars in thousands) | |||||||||||||||||||
Deposits(2) |
$ | 284,634 | $ | 284,634 | $ | 284,634 | $ | 284,634 | $ | 284,634 | ||||||||||
Borrowings |
918 | 918 | 918 | 918 | 918 | |||||||||||||||
|
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|
|
|||||||||||
Total deposits and borrowed funds |
$ | 285,552 | $ | 285,552 | $ | 285,552 | $ | 285,552 | $ | 285,552 | ||||||||||
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|
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|
|
|||||||||||
Stockholders equity: |
||||||||||||||||||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none issued |
$ | | $ | | $ | | $ | | $ | | ||||||||||
Common stock, $0.01 par value, 90,000,000 shares authorized; shares to be issued as reflected(3) |
| 43 | 50 | 58 | 66 | |||||||||||||||
Additional paid-in capital |
| 17,682 | 21,009 | 24,338 | 28,164 | |||||||||||||||
Tax benefit of contribution to the charitable foundation |
| 276 | 314 | 351 | 394 | |||||||||||||||
Retained earnings(4) |
48,628 | 48,628 | 48,628 | 48,628 | 48,628 | |||||||||||||||
Accumulated other comprehensive income |
17 | 17 | 17 | 17 | 17 | |||||||||||||||
Less: |
||||||||||||||||||||
Expense of stock contribution to the charitable foundation |
| (850 | ) | (1,000 | ) | (1,150 | ) | (1,323 | ) | |||||||||||
Expense of cash contribution to the charitable foundation |
| (250 | ) | (250 | ) | (250 | ) | (250 | ) | |||||||||||
Capital retained by 15 Beach, MHC |
| (100 | ) | (100 | ) | (100 | ) | (100 | ) | |||||||||||
Common stock to be acquired by employee stock ownership plan(5) |
| (1,666 | ) | (1,960 | ) | (2,254 | ) | (2,592 | ) | |||||||||||
Common stock to be acquired by stock-based benefit plan(6) |
| (833 | ) | (980 | ) | (1,127 | ) | (1,296 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total stockholders equity |
$ | 48,645 | $ | 62,947 | $ | 65,728 | $ | 68,511 | $ | 71,708 | ||||||||||
|
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|
|||||||||||
Pro Forma Shares Outstanding |
||||||||||||||||||||
Total shares issued |
| 4,250,000 | 5,000,000 | 5,570,000 | 6,612,500 | |||||||||||||||
Shares contributed to charitable foundation |
| 85,000 | 100,000 | 115,000 | 132,250 | |||||||||||||||
Shares issued to 15 Beach, MHC |
| 2,337,500 | 2,750,000 | 3,162,500 | 3,636,875 | |||||||||||||||
Shares sold in the offering |
| 1,827,500 | 2,150,000 | 2,472,500 | 2,843,375 | |||||||||||||||
Total stockholders equity as a percentage of total assets |
14.36 | % | 17.82 | % | 18.47 | % | 19.10 | % | 19.81 | % |
(1) |
As adjusted to give effect to an increase in the number of shares, which increase could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering. |
(2) |
Does not reflect withdrawals from deposit accounts at Colonial Federal Savings Bank for the purchase of shares of common stock. These withdrawals would reduce pro forma deposits and assets by the amount of the withdrawals. |
(3) |
No effect has been given to the issuance of additional shares of common stock pursuant to the exercise of options under a stock-based benefit plan. If the plan is implemented within the first year after the closing of the offering, an amount up to 4.90% of the outstanding shares of common stock of CFSB Bancorp, Inc. at the completion of the reorganization and offering (including shares issued to 15 Beach, MHC and contributed to the charitable foundation) will be reserved for issuance upon the exercise of options under the plans. See Management. |
(4) |
The retained earnings of Colonial Federal Savings Bank will be substantially restricted after the offering. See Our Dividend Policy and Supervision and RegulationFederal Banking RegulationsCapital Distributions. |
(5) |
Assumes that 3.92% of the outstanding shares of common stock of CFSB Bancorp, Inc. at the completion of the offering (including shares issued to 15 Beach, MHC and contributed to the charitable foundation) will be acquired by the employee stock ownership plan financed by a loan from CFSB Bancorp, Inc. The loan will be repaid principally from Colonial Federal Savings Banks contributions to the employee stock ownership plan. Since CFSB Bancorp, Inc. will finance the employee stock ownership plan debt, this debt will be eliminated through consolidation and no liability will be reflected on CFSB Bancorp, Inc.s consolidated balance sheet. Accordingly, the number of shares of common stock acquired by the employee stock ownership plan is shown in this table as a reduction of total stockholders equity. |
(6) |
Assumes a number of shares of common stock equal to 1.96% of the outstanding shares of common stock of CFSB Bancorp, Inc. at the completion of the offering (including shares issued to 15 Beach, MHC and contributed to the charitable foundation) will be purchased for grant by a stock-based benefit plan. The funds to be used by such plan to purchase shares will be provided by CFSB Bancorp, Inc. The dollar amount of common stock to be purchased is based on the $10.00 per share offering price and represents unearned compensation. This amount does not reflect possible increases or decreases in the value of common stock relative to the offering price. CFSB Bancorp, Inc. will accrue compensation expense to reflect the vesting of shares granted pursuant to such stock-based benefit plan and will credit capital in an amount equal to the charge to operations. Implementation of such plans will require stockholder approval. |
41
The following tables summarize historical data of Colonial Federal Savings Bank and pro forma data of CFSB Bancorp, Inc. at and for the year ended June 30, 2021. This information is based on assumptions set forth below and in the table and related footnotes, and should not be used as a basis for projections of market value of the shares of common stock following the conversion.
The net proceeds disclosed in the tables are based upon the following assumptions:
1. |
all shares of common stock will be sold in the subscription and community offerings; |
2. |
our directors, executive officers, and their associates will purchase 146,000 shares of common stock; |
3. |
our employee stock ownership plan will purchase 3.92% of the outstanding shares of common stock of CFSB Bancorp, Inc. at the completion of the reorganization and offering with the proceeds of a loan from CFSB Bancorp, Inc. The loan will be repaid in substantially equal payments of principal and interest (at the prime rate of interest, calculated at the date of the loan origination) over a 25-year period; |
4. |
CFSB Bancorp, Inc. will contribute $250,000 in cash to the charitable foundation; |
5. |
we will pay Piper Sandler a fee equal to 1.35% of the aggregate dollar amount of shares of common stock sold in the subscription and community offerings; |
6. |
no fee will be paid to Piper Sandler with respect to shares of common stock purchased by our tax-qualified and non-qualified employee stock benefit plans or contributed to our charitable foundation, or stock purchased by our officers, directors, directors and employees, and their immediate families; and |
7. |
total expenses of the offering, other than the fees and commissions to be paid to Piper Sandler and other broker-dealers, will be $1.2 million. |
We calculated the pro forma consolidated net income of CFSB Bancorp, Inc. for the year as if the shares of common stock had been sold at the beginning of the year and the net proceeds had been invested at 0.87% (0.65% on an after-tax basis), which is equal to the yield on the five-year U.S. Treasury Note as of June 30, 2021. In light of current interest rates, we consider this rate to more accurately reflect the pro forma reinvestment rate than the arithmetic average method, which assumes reinvestment of the net proceeds at a rate equal to the average of the yield on interest-earning assets and the cost of deposits for those periods.
We further believe that the reinvestment rate is factually supportable because:
|
the yield on the U.S. Treasury Note can be determined and/or estimated from third-party sources; and |
|
we believe that U.S. Treasury securities are not subject to credit losses due to a U.S. Government guarantee of payment of principal and interest. |
We calculated historical and pro forma per share amounts by dividing historical and pro forma amounts of net income and stockholders equity by the indicated number of shares of common stock. For pro forma calculations, we adjusted these figures to give effect to the shares of common stock purchased by the employee stock ownership plan. We computed per share amounts for each period as if the common stock was outstanding at the beginning of the periods, but we did not adjust per share historical or pro forma stockholders equity to reflect the earnings on the estimated net proceeds.
The pro forma tables give effect to the implementation of a stock-based benefit plan. We have assumed that the stock-based benefit plan will acquire an amount of common stock equal to 1.96% of our outstanding shares of common stock (including shares issued to 15 Beach, MHC and shares contributed to the charitable foundation) at the same price for which they were sold in the offering. We assume that shares of common stock are granted under the plan in awards that vest over a five-year period.
42
We have also assumed that the stock-based benefit plan will grant options to acquire common stock equal to 4.90% of our outstanding shares of common stock (including shares of common stock issued to 15 Beach, MHC and shares contributed to the charitable foundation). In preparing the following tables, we also assumed that stockholder approval was obtained, that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options had a term of ten years and vested over five years. We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $3.45 for each option. In addition to the terms of the options described above, the Black-Scholes option pricing model incorporated an estimated volatility rate of 23.74% for the common stock based on an index of publicly traded thrifts, no dividend yield, an expected option life of 10 years and a risk-free interest rate of 1.45%. The plan of reorganization provides that we may grant awards of stock or options under one or more stock benefit plans in an amount up to 25% of the shares of common stock held by persons other than 15 Beach, MHC.
As disclosed under How We Intend to Use the Proceeds from the Offering, CFSB Bancorp, Inc. intends to contribute 50% of the net proceeds from the offering to Colonial Federal Savings Bank. CFSB Bancorp, Inc. will contribute $100,000 to 15 Beach, MHC and $250,000 to the charitable foundation and will retain the remainder of the net proceeds from the offering. CFSB Bancorp, Inc. will use a portion of the proceeds it retains for the purpose of making a loan to the employee stock ownership plan and retain the rest of the proceeds for future use.
The pro forma table does not give effect to:
|
withdrawals from deposit accounts for the purpose of purchasing shares of common stock in the offering; |
|
CFSB Bancorp, Inc.s results of operations after the offering; |
|
increased fees and expenses that we would pay Piper Sandler and other broker-dealers if we conducted a syndicated offering; or |
|
changes in the market price of the shares of common stock after the offering. |
The following pro forma information may not represent the financial effects of the offering at the date on which the offering actually occurs and you should not use the tables to indicate future results of operations. Pro forma stockholders equity represents the difference between the stated amounts of assets and liabilities of CFSB Bancorp, Inc., computed in accordance with generally accepted accounting principles in the United States of America. We did not increase or decrease stockholders equity to reflect the difference between the carrying value of loans and other assets and their market value. Pro forma stockholders equity is not intended to represent the fair market value of the common stock, and may be different than the amounts that would be available for distribution to stockholders if we were liquidated. Pro forma stockholders equity does not give effect to the impact of tax bad debt reserves in the event we were to be liquidated.
43
At or for the Year Ended June 30, 2021
Based upon the Sale at $10.00 Per Share of: |
||||||||||||||||
1,827,500 Shares |
2,150,000 Shares |
2,472,500 Shares |
2,843,375 Shares(1) |
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|
|
|
|
|
|||||||||
(Dollars in thousands, except per share amounts) | ||||||||||||||||
Gross proceeds of stock offering |
$ | 18,275 | $ | 21,500 | $ | 24,725 | $ | 28,434 | ||||||||
Plus: market value of shares issued to 15 Beach, MHC |
23,375 | 27,500 | 31,625 | 36,369 | ||||||||||||
Plus: market value of shares contributed to charitable foundation |
850 | 1,000 | 1,150 | 1,323 | ||||||||||||
|
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|
|
|
|
|
|
|||||||||
Pro forma market capitalization |
$ | 42,500 | $ | 50,000 | $ | 57,500 | $ | 66,126 | ||||||||
|
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|
|
|
|
|
|||||||||
Gross proceeds of stock offering |
$ | 18,275 | $ | 21,500 | $ | 24,725 | $ | 28,434 | ||||||||
Less: expenses |
(1,401 | ) | (1,441 | ) | (1,480 | ) | (1,526 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Estimated net proceeds |
16,874 | 20,059 | 23,245 | 26,908 | ||||||||||||
Less: 15 Beach, MHC contribution |
(100 | ) | (100 | ) | (100 | ) | (100 | ) | ||||||||
Less: cash contribution to charitable foundation |
(250 | ) | (250 | ) | (250 | ) | (250 | ) | ||||||||
Less: common stock purchased by employee stock ownership plan |
(1,666 | ) | (1,960 | ) | (2,254 | ) | (2,592 | ) | ||||||||
Less: common stock purchased by stock-based benefit plan |
(833 | ) | (980 | ) | (1,127 | ) | (1,296 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Estimated net proceeds, as adjusted |
$ | 14,025 | $ | 16,769 | $ | 19,514 | $ | 22,670 | ||||||||
|
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|
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|
|||||||||
For the Year Ended June 30, 2021 |
||||||||||||||||
Consolidated net earnings: |
||||||||||||||||
Historical |
$ | 1,392 | $ | 1,392 | $ | 1,392 | $ | 1,392 | ||||||||
Pro forma income on net proceeds |
91 | 109 | 127 | 148 | ||||||||||||
Pro forma employee stock ownership plan adjustment(2) |
(50 | ) | (59 | ) | (68 | ) | (78 | ) | ||||||||
Pro forma stock award adjustment(3) |
(125 | ) | (147 | ) | (169 | ) | (194 | ) | ||||||||
Pro forma stock option plan adjustment(4) |
(135 | ) | (158 | ) | (182 | ) | (210 | ) | ||||||||
|
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|
|
|
|
|
|||||||||
Pro forma net income(5)(6) |
$ | 1,173 | $ | 1,137 | $ | 1,100 | $ | 1,058 | ||||||||
|
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|
|
|
|
|
|
|||||||||
Per share net income: |
||||||||||||||||
Historical |
$ | 0.34 | $ | 0.29 | $ | 0.25 | $ | 0.22 | ||||||||
Pro forma income on net proceeds |
0.02 | 0.02 | 0.02 | 0.02 | ||||||||||||
Pro forma capitalization of 15 Beach, MHC |
| | | | ||||||||||||
Pro forma employee stock ownership plan adjustment(2) |
(0.01 | ) | (0.01 | ) | (0.01 | ) | (0.01 | ) | ||||||||
Pro forma stock award adjustment(3) |
(0.03 | ) | (0.03 | ) | (0.03 | ) | (0.03 | ) | ||||||||
Pro forma stock option plan adjustment(4) |
(0.03 | ) | (0.03 | ) | (0.03 | ) | (0.03 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Pro forma net income per share(5)(6) |
$ | 0.29 | $ | 0.24 | $ | 0.20 | $ | 0.17 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Stock price as a multiple of pro forma earnings per share |
33.48x | 41.67x | 50.00x | 58.82x | ||||||||||||
Shares used for calculating pro forma earnings per share |
4,090,064 | 4,811,840 | 5,533,616 | 6,363,658 | ||||||||||||
At June 30, 2021 |
||||||||||||||||
Stockholders equity: |
||||||||||||||||
Historical |
$ | 48,645 | $ | 48,645 | $ | 48,645 | $ | 48,645 | ||||||||
Estimated net proceeds |
16,874 | 20,059 | 23,245 | 26,908 | ||||||||||||
Less: capitalization of 15 Beach, MHC |
(100 | ) | (100 | ) | (100 | ) | (100 | ) | ||||||||
Plus: market value of shares contributed to charitable foundation |
850 | 1,000 | 1,150 | 1,323 | ||||||||||||
Less: expense of contribution to charitable foundation |
(850 | ) | (1,000 | ) | (1,150 | ) | (1,323 | ) | ||||||||
Plus: tax benefit of contribution to charitable foundation |
276 | 314 | 351 | 394 | ||||||||||||
Less: cash contribution to charitable foundation |
(250 | ) | (250 | ) | (250 | ) | (250 | ) | ||||||||
Less: common stock acquired by employee stock ownership plan(2) |
(1,666 | ) | (1,960 | ) | (2,254 | ) | (2,592 | ) | ||||||||
Less: common stock acquired by stock-based benefit plan(3) |
(833 | ) | (980 | ) | (1,127 | ) | (1,296 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Pro forma stockholders equity(7) |
$ | 62,946 | $ | 65,728 | $ | 68,510 | $ | 71,709 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Intangible assets |
| | | | ||||||||||||
Pro forma tangible stockholders equity |
$ | 62,946 | $ | 65,728 | $ | 68,510 | $ | 71,709 | ||||||||
Stockholders equity per share: |
||||||||||||||||
Historical |
$ | 11.45 | $ | 9.73 | $ | 8.46 | $ | 7.36 | ||||||||
Estimated net proceeds |
3.97 | 4.01 | 4.04 | 4.07 | ||||||||||||
Less: capitalization of 15 Beach, MHC |
(0.02 | ) | (0.02 | ) | (0.02 | ) | (0.02 | ) | ||||||||
Plus: market value of shares contributed to charitable foundation |
0.20 | 0.20 | 0.20 | 0.20 | ||||||||||||
Less: expense of contribution to charitable foundation |
(0.20 | ) | (0.20 | ) | (0.20 | ) | (0.20 | ) | ||||||||
Less: cash contribution to charitable foundation |
(0.06 | ) | (0.05 | ) | (0.04 | ) | (0.04 | ) | ||||||||
Plus: tax benefit of contribution to charitable foundation |
0.06 | 0.06 | 0.06 | 0.06 |
44
At or for the Year Ended June 30, 2021
Based upon the Sale at $10.00 Per Share of: |
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1,827,500 Shares |
2,150,000 Shares |
2,472,500 Shares |
2,843,375 Shares(1) |
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(Dollars in thousands, except per share amounts) | ||||||||||||||||
Less: common stock acquired by employee stock ownership plan(2) |
(0.39 | ) | (0.39 | ) | (0.39 | ) | (0.39 | ) | ||||||||
Less: common stock acquired by stock-based benefit plan(3) |
(0.20 | ) | (0.20 | ) | (0.20 | ) | (0.20 | ) | ||||||||
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Pro forma stockholders equity per share(7) |
$ | 14.81 | $ | 13.14 | $ | 11.91 | $ | 10.84 | ||||||||
Intangible assets |
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Pro forma tangible stockholders equity per share |
$ | 14.81 | $ | 13.14 | $ | 11.91 | $ | 10.84 | ||||||||
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Offering price as percentage of pro forma stockholders equity per share |
67.52 | % | 76.10 | % | 83.96 | % | 92.25 | % | ||||||||
Offering price as percentage of pro forma tangible stockholders equity per share |
67.52 | % | 76.10 | % | 83.96 | % | 92.25 | % | ||||||||
Number of shares outstanding for pro forma book value per share calculations |
4,250,000 | 5,000,000 | 5,750,000 | 6,612,500 |
(footnotes begin on following page)
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(1) |
As adjusted to give effect to an increase in the number of shares, which increase could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering. |
(2) |
Assumes that 3.92% of the outstanding shares of common stock of CFSB Bancorp, Inc. at the completion of the reorganization and offering (including shares issued to 15 Beach, MHC and shares contributed to the charitable foundation) will be purchased by the employee stock ownership plan financed by a loan from CFSB Bancorp, Inc. Colonial Federal Savings Bank intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the required principal and interest payments on the debt. Colonial Federal Savings Banks total annual payments on the employee stock ownership plan debt are based upon 25 equal annual installments of principal and interest. ASC 718-40 requires that an employer record compensation expense in an amount equal to the fair value of the shares committed to be released to employees. The pro forma adjustments assume that the employee stock ownership plan shares are allocated in equal annual installments based on the number of loan repayment installments assumed to be paid by Colonial Federal Savings Bank, the fair value of the common stock remains equal to the offering price and the employee stock ownership plan expense reflects an effective combined federal and state tax rate of 25.08%. The unallocated employee stock ownership plan shares are reflected as a reduction of stockholders equity. No reinvestment is assumed on proceeds contributed to fund the employee stock ownership plan. The pro forma net income further assumes that 6,664, 7,840, 9,016 and 10,368 shares were committed to be released during the year at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively, and according to ASC 718-40, only the employee stock ownership plan shares committed to be released during the period were considered outstanding for purposes of net income per share calculations. |
(3) |
Assumes that a stock-based benefit plan purchases an aggregate number of shares of common stock equal to 1.96% of the outstanding shares of common stock of CFSB Bancorp, Inc. at the completion of the reorganization and offering (including shares issued to 15 Beach, MHC and shares contributed to the charitable foundation). Stockholder approval of the plans and purchases by the plans may not occur earlier than six months after the completion of the reorganization and offering. The shares may be acquired directly from CFSB Bancorp, Inc. or through open market purchases. Shares in the stock-based benefit plan are assumed to vest over a period of five years. The funds to be used to purchase the shares will be provided by CFSB Bancorp, Inc. The table assumes that (i) the stock-based benefit plan acquires the shares through open market purchases at $10.00 per share, (ii) 20% of the amount contributed to the plan is amortized as an expense during the year ended June 30, 2021, and (iii) the plans expense reflects an effective combined federal and state tax rate of 25.08%. The issuance of authorized but unissued shares of common stock to fund these awards would dilute stockholders ownership and voting interests by approximately 1.92%. |
(4) |
Assumes that options are granted under a stock-based benefit plan to acquire an aggregate number of shares of common stock equal to 4.90% of the outstanding shares of common stock of CFSB Bancorp, Inc. at the completion of the reorganization and offering (including shares issued to 15 Beach, MHC and shares contributed to the charitable foundation). Stockholder approval of the plan may not occur earlier than six months after the completion of the reorganization and offering. In calculating the pro forma effect of the stock-based benefit plan, it is assumed that the exercise price of the stock options and the trading price of the common stock at the date of grant were $10.00 per share, the estimated grant-date fair value determined using the Black-Scholes option pricing model was $3.45 for each option, the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period of the options, and that 25% of the amortization expense (or the assumed portion relating to options granted to directors) resulted in a tax benefit using an assumed combined federal and state tax rate of 25.08%. The actual expense will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used and the option pricing model ultimately adopted. Under the above assumptions, the implementation of the stock-based benefit plan will result in no additional shares under the treasury stock method for purposes of calculating earnings per share. There can be no assurance that the actual exercise price of the stock options will be equal to the $10.00 price per share. If a portion of the shares used to satisfy the exercise of options comes from authorized but unissued shares, our net income per share and stockholders equity per share would decrease. The issuance of authorized but unissued shares of common stock pursuant to the exercise of options under such plan would dilute stockholders ownership and voting interests by approximately 4.67%. |
(5) |
Net income per share computations are determined by taking the number of shares assumed to be sold in the offering and contributed to the charitable foundation and, according to ASC 718-40, subtracting the employee stock ownership plan shares which have not been committed for release during the year. See footnote 1 above. The number of shares of common stock actually sold and the corresponding number of outstanding shares may be more or less than the assumed amounts. |
(6) |
Does not give effect to the non-recurring expense that would be recognized during fiscal 2021 as a result of the contribution to the charitable foundation. The following table shows the estimated after-tax expense associated with the contribution to the charitable foundation, as well as pro forma net income and pro forma net income per share assuming the contribution to the charitable foundation had been expensed during the year ended June 30, 2021. |
The pro forma data assume that we will realize 100% of the income tax benefit as a result of the contribution to the charitable foundation based on a combined federal and state tax rate of 25.08%. The realization of the tax benefit is generally limited annually to 10% of our annual taxable income. However, for federal and state tax purposes, we can carry forward any unused portion of the deduction for five years following the year in which the contribution is made.
(7) |
The retained earnings of Colonial Federal Savings Bank will be substantially restricted after the offering. See Our Dividend Policy, and Supervision and RegulationFederal Banking RegulationsCapital Distributions. |
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COMPARISON OF VALUATION AND PRO FORMA INFORMATION
WITH AND WITHOUT THE CHARITABLE FOUNDATION
As reflected in the table below, if the charitable foundation is not established and funded in connection with the reorganization and offering, a greater number of shares of common stock would be sold in the offering. At the minimum, midpoint, maximum, and adjusted maximum of the valuation range, the amount of the stock sold in the offering is $18.3 million, $21.5 million, $24.7 million and $28.4 million, respectively, with the charitable foundation, as compared to $19.5 million, $23.0 million, $26.4 million and $30.4 million, respectively, without the charitable foundation. However, due to the size of the contribution to the charitable foundation, RP Financial determined that the additional capital that would be received, assuming the offering occurs without the charitable foundation, was immaterial to the pro forma valuation; and accordingly, the valuation is unchanged with or without the charitable foundation.
For comparative purposes only, set forth below are certain pricing ratios, financial data and ratios at and for the year ended June 30, 2021, at the minimum, midpoint, maximum, and adjusted maximum of the offering range, assuming the offering was completed at the beginning of the period, with and without the charitable foundation.
Minimum of Offering Range | Midpoint of Offering Range | Maximum of Offering Range |
Adjusted Maximum of
Offering Range |
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Without Foundation |
With Foundation |
Without Foundation |
With Foundation |
Without Foundation |
With Foundation |
Without Foundation |
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Estimated offering amount |
$ | 18,275 | $ | 19,508 | $ | 21,500 | $ | 22,950 | $ | 24,725 | $ | 26,393 | $ | 28,434 | $ | 30,351 | ||||||||||||||||
Pro forma market capitalization |
42,500 | 43,350 | 50,000 | 51,000 | 57,500 | 58,650 | 66,125 | 67,448 | ||||||||||||||||||||||||
Total assets |
353,155 | 354,296 | 355,937 | 357,245 | 358,719 | 360,196 | 361,918 | 363,588 | ||||||||||||||||||||||||
Total liabilities |
290,209 | 290,209 | 290,290 | 290,209 | 290,209 | 290,209 | 290,209 | 290,209 | ||||||||||||||||||||||||
Pro forma stockholders equity |
62,946 | 64,087 | 65,728 | 67,036 | 68,510 | 69,987 | 71,709 | 73,379 | ||||||||||||||||||||||||
Pro forma net income(1) |
1,173 | 1,178 | 1,137 | 1,140 | 1,100 | 1,104 | 1,058 | 1,062 | ||||||||||||||||||||||||
Pro forma stockholders equity per share |
14.81 | 14.78 | 13.14 | 13.14 | 11.91 | 11.92 | 10.84 | 10.88 | ||||||||||||||||||||||||
Pro forma net income per share |
0.29 | 0.28 | 0.24 | 0.23 | 0.20 | 0.20 | 0.17 | 0.16 | ||||||||||||||||||||||||
Pro forma pricing ratios: |
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Offering price as a percentage of pro forma stockholders equity per share |
67.52 | % | 67.66 | % | 76.10 | % | 76.10 | % | 83.96 | % | 83.89 | % | 92.25 | % | 91.91 | % | ||||||||||||||||
Offering price to pro forma net income per share |
34.48 | 35.71 | 41.67 | 43.48 | 50.00 | 50.00 | 58.82 | 62.50 | ||||||||||||||||||||||||
Offering price to pro forma assets per share |
12.03 | 12.24 | 14.05 | 14.28 | 16.03 | 16.28 | 18.27 | 18.55 | ||||||||||||||||||||||||
Pro forma financial ratios: |
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Return on assets |
0.33 | % | 0.33 | % | 0.32 | % | 0.32 | % | 0.31 | % | 0.31 | % | 0.29 | % | 0.29 | % | ||||||||||||||||
Return on equity |
1.86 | 1.84 | 1.73 | 1.70 | 1.61 | 1.58 | 1.48 | 1.45 | ||||||||||||||||||||||||
Equity to assets |
17.82 | 18.09 | 18.47 | 18.76 | 19.10 | 19.43 | 19.81 | 20.18 | ||||||||||||||||||||||||
Total shares issued |
4,250,000 | 4,335,000 | 5,000,000 | 5,100,000 | 5,750,000 | 5,865,000 | 6,612,500 | 6,744,750 |
(footnote begin on following page)
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(1) |
The following table shows the estimated after-tax expense associated with the contribution to the charitable foundation, as well as pro forma net income (loss), pro forma net income (loss) per share, pro forma return (loss) on assets and pro forma (loss) on shareholders equity assuming the contribution to the charitable foundation was expensed during the year ended June 30, 2021. |
Minimum of
Offering Range |
Midpoint of
Offering Range |
Maximum of
Offering Range |
Adjusted
Maximum of Offering Range |
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After-tax expense of stock and cash contribution to foundation |
$ | 824 | $ | 937 | $ | 1,049 | $ | 1,178 | ||||||||
Pro forma net income (loss) |
$ | 349 | $ | 201 | $ | 51 | $ | (120 | ) | |||||||
Pro forma net income (loss) per share |
$ | 0.09 | $ | 0.04 | $ | 0.01 | $ | (0.02 | ) | |||||||
Offering price to pro forma net income (loss) per share |
117.23 | x | 239.99 | x | 1,082.48 | x | NM | |||||||||
Pro forma return (loss) on assets (annualized) |
0.10 | % | 0.06 | % | 0.01 | % | (0.03 | )% | ||||||||
Pro forma return (loss) on equity (annualized) |
0.55 | % | 0.31 | % | 0.07 | % | (0.17 | )% |
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF COLONIAL FEDERAL SAVINGS BANK
This discussion and analysis reflects our financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the audited consolidated financial statements, which appear beginning on page F-1 of this prospectus. You should read the information in this section in conjunction with the business and financial information regarding Colonial Federal Savings Bank provided in this prospectus.
Overview
Our results of operations depend primarily on our net interest income and, to a lesser extent, non-interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets, consisting primarily of loans, securities and other interest-earning assets (primarily cash and cash equivalents), and the interest we pay on our interest-bearing liabilities, consisting of deposits and borrowings. Non-interest income consists primarily of earnings on bank owned life insurance, service charges on deposit accounts and other income. Our results of operations also are affected by our provision for loan losses and non-interest expense. Non-interest expense consists primarily of salaries and employee benefits, occupancy and equipment, data processing costs, advertising, FDIC deposit insurance premiums and other expenses. Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, government policies and actions of regulatory authorities.
Total assets increased $5.9 million, or 1.8%, to $338.9 million at June 30, 2021 from $333.0 million at June 30, 2020. The increase was due primarily to an increase in securities held-to maturity and cash equivalents resulting from an increase in deposits from the deposit of government stimulus funds by customers as well as reduced spending by our customers offset by the repayment of loans. Total deposits increased $7.2 million, or 2.6%, to $284.6 million at June 30, 2021 from $277.5 million at June 30, 2020. We experienced increases in all deposit categories except for certificates of deposit, as customers have deposited government stimulus funds at the same time as they have reduced spending. The decrease in certificates of deposit reflected depositors decision to maintain such funds in other types of deposits and not to renew such certificates of deposit due to the current low market interest rates.
We had net income of $1.4 million for the year ended June 30, 2021, compared to net income of $1.7 million for the year ended June 30, 2020, a decrease of $331,000, or 19.2%. The decrease in net income was primarily due to a decrease in net interest income of $249,000, or 3.3% and an increase of $99,000, or 1.6%, in non-interest expense, offset by a decrease of $32,000, or 11.5%, in the provision for income taxes. Interest and dividend income decreased $888,000, or 8.6%, to $9.5 million for the year ended June 30, 2021 from $10.4 million for the year ended June 30, 2020. The decrease was due primarily to a decrease in interest income on loans and securities due to a decrease in the average yield and, to a lesser extent, a decrease in the average balance. Interest expense decreased $639,000, or 23.5%, to $2.1 million for the year ended June 30, 2021 from $2.7 million for the year ended June 30, 2020 primarily due to a decrease in the average rate paid on certificates of deposit.
Business Strategy
Our current business strategy consists of the following:
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Grow our balance sheet and improve profitability. Given our attractive market area, we believe we are well-positioned to strategically grow our balance sheet without a proportional increase in overhead expense. Accordingly, we intend to increase, on a managed basis, our assets and liabilities, particularly loans and deposits. As we grow our assets, particularly by increasing our loans, in particular, one- to four-family residential, multi-family and commercial real estate loans, as a percentage of assets, while controlling our expenses, we anticipate improving our earnings. |
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Grow our loan portfolio prudently with a focus on residential, multi-family and commercial real estate lending. Our principal business activity historically has been the origination of residential mortgage loans, supplemented, to a lesser extent, with multi-family and commercial real estate loans. We expect that one- to four-family residential real estate lending will remain our primary focus. We anticipate adding an additional residential loan originator in 2021 to accelerate loan growth. We intend |
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also to increase our focus on originating multi-family and commercial real estate loans. We may hire additional staff to support this growth, which hiring we estimate would not occur until the latter half of calendar 2022. The capital we are raising in the offering will support an increase in our lending limit, which will enable us to originate larger loans to new and existing customers. |
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Continue to increase core deposits, with an emphasis on low-cost demand deposits. We seek core deposits to provide a stable source of funds to support loan growth at costs consistent with improving our net interest rate spread and margin. Core deposits also help us maintain loan-to-deposit ratios at levels consistent with regulatory expectations. We consider our core deposits to include NOW and demand accounts, savings accounts and money market accounts. Core deposits increased to $173.1 million, or 60.8% of total deposits, at June 30, 2021 from $146.7 million, or 52.9% of total deposits, at June 30, 2020. |
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Continue to manage credit risk to maintain a low level of non-performing assets. We believe strong asset quality is a key to our long-term financial success. Our strategy for credit risk management focuses on having an experienced team of credit professionals, well-defined policies and procedures, appropriate loan underwriting criteria and active credit monitoring. At both June 30, 2021 and 2020, we did not have any non-performing assets or classified loans. |
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Grow organically and through opportunistic bank or branch acquisitions or de novo branching. In addition to organic growth, we will also consider acquisition opportunities that we believe would enhance the value of our franchise and yield potential financial benefits for our stockholders. Although we believe opportunities exist to increase our market share in our historical markets, we would explore opportunities to expand into contiguous markets in Massachusetts. We will consider expanding our branch network by establishing new branches and/or through acquisitions, although we have no current acquisitions or new branches planned. The capital we are raising in the offering will also provide us the opportunity to make acquisitions of other financial institutions or branches thereof. |
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Continue to provide value to our community. Our goal is to provide long-term value to our customers, employees and the communities we serve by executing a safe and sound service-oriented business strategy that produces increased earnings. We believe there is a significant opportunity for a community-focused bank in our market area, and the increased capital we will have after the completion of the offering will enable us to compete more effectively with other financial institutions. |
These strategies are intended to guide our investment of the net proceeds of the offering. We intend to continue to pursue our business strategy after the reorganization and the offering, subject to changes necessitated by future market conditions, regulatory restrictions and other factors.
Anticipated Increase in Non-Interest Expense
Following the completion of the reorganization and offering, our non-interest expense is expected to increase, in part due to including the increased compensation expense associated with the purchase of shares of common stock by our employee stock ownership plan and the possible implementation of a stock-based benefit plan, if approved by our stockholders, no earlier than six months after the completion of the reorganization. For further information, see Summary Our Officers, Directors and Employees Will Receive Additional Benefits and Compensation After the Reorganization and Offering; Risk Factors Risks Related to the Offering Our stock-based benefit plans will increase our expenses, which will reduce our net income; and Management Benefit Plans and Agreements.
Our non-interest expense will also increase as a result of our contribution of cash and shares of common stock to our charitable foundation, and as a result of the increased reporting and other costs associated with operating as a public company as we may be required to expand our accounting staff and expand our internal audit and risk management functions, and/or engage outside consultants to provide these services for us until qualified personnel are hired. For further information, please see Summary Our Contribution of Cash and Shares of Our Common Stock to the Charitable Foundation, Risk Factors Risks Related to Operational Matters The cost of additional finance and accounting systems, procedures, compliance and controls in order to satisfy our new public company reporting requirements will increase our expenses and Risks Related to the Charitable Foundation The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2022, and Colonial Federal Savings Bank Charitable Foundation, Inc.
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Critical Accounting Policies
The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with generally accepted accounting principles used in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.
The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an emerging growth company, we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.
The following represent our critical accounting policies:
Allowance for Loan Losses. The allowance for loan losses represents managements estimate of losses inherent in the loan portfolio as of the statement of financial condition date and is recorded as a reduction to loans. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of a loan receivable is charged off as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses. In determining the allowance for loan losses, management makes significant estimates and has identified this policy as a critical accounting policy.
The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on our past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect a given borrowers ability to repay, the estimated value of any underlying collateral, the size and composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows or collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. We do not separately identify consumer loans for impairment disclosure unless such loans are subject to a troubled debt restructuring agreement. The general component covers pools of loans by loan class not considered impaired. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative factors. These qualitative risk factors include: (1) levels and trends in delinquent, classified, non-accrual and impaired loans, as well as loan modifications; (2) trends in the nature and volume of the portfolio and terms of loans and the existence and effect of any concentrations of credit and changes in the level of such concentrations; (3) effects of the changes in risk selection and lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices; (4) experience, ability, and depth of lending department management and other relevant staff; and (5) national, regional, and local economic and business conditions as well as the condition of various market segments, including the value of underlying collateral for collateral dependent loans. Each factor is assigned a value to reflect improving, stable or declining conditions based on managements best judgment using relevant information available at the time of the evaluation. As a result of the COVID-19 pandemic, we increased certain of our qualitative loan portfolio risk factors relating to local and national economic conditions. An unallocated component of the allowance for loan losses is maintained to cover
51
uncertainties that could affect managements estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, the Office of the Comptroller of the Currency, as an integral part of its examination process, periodically reviews our allowance for loan losses, and as a result of such reviews, we may have to adjust our allowance for loan losses. However, regulatory agencies are not directly involved in establishing the allowance for loan losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings.
Deferred Income Taxes. At June 30, 2021, we had a net deferred tax asset totaling $665,000. In accordance with Accounting Standards Codification (ASC) Topic 740 Income Taxes, we use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If currently available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established if it is not more likely than not realizable. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting deferred tax assets and liabilities. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets are inherently subjective and are reviewed on a regular basis as regulatory or business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. A valuation allowance that results in additional income tax expense in the period in which it is recognized would negatively affect income. Management believes, based upon current facts, that it is more likely than not that there will be sufficient taxable income in future years to realize its federal and state deferred tax asset.
For more information on our critical accounting policies, see Note 1 of the notes to our consolidated financial statements.
Comparison of Financial Condition at June 30, 2021 and June 30, 2020
Total Assets. Total assets increased $5.9 million, or 1.8%, to $338.9 million at June 30, 2021 from $333.0 million at June 30, 2020. The increase resulted primarily from increases in securities held-to-maturity of $13.0 million, or 14.2%, cash and cash equivalents of $3.3 million, or 8.9%, and securities available-for-sale of $1.9 million, offset by a decrease in net loans of $12.4 million, or 6.6%, to $174.4 million at June 30, 2021 from $186.8 million at June 30, 2020.
Cash and Cash Equivalents. Cash and cash equivalents increased $3.3 million, or 8.9%, to $40.7 million at June 30, 2021 from $37.3 million at June 30, 2020. The increase resulted primarily from an increase in deposits combined with proceeds from the repayment of loans.
Net Loans. Net loans decreased $12.4 million, or 6.6%, to $174.4 million at June 30, 2021 from $186.8 million at June 30, 2020. The decrease resulted from decreases of $7.9 million, or 5.3%, in one- to four-family residential real estate loans, $2.5 million, or 13.7%, in multi-family real estate loans and $1.8 million, or 10.1%, in commercial real estate loans. One- to four-family residential real estate loans decreased due to decreased originations and customers refinancing loans with other institutions as we elected not to originate such loans at the lower rates being offered by our non-financial institution competitors. The decrease in multi-family and commercial real estate loans reflected repayments exceeding originations for the year.
Securities Available-for-Sale. Securities available-for-sale increased $1.9 million to $2.3 million at June 30, 2021 from $403,000 at June 30, 2020. The increase was due to the purchase of a $2.0 million seven-year U.S. Treasury security in June 2021, which was sold for a pre-tax gain of $48,000 in July 2021.
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Securities Held-to-Maturity. Securities held-to-maturity increased $13.0 million, or 14.2%, to $105.1 million at June 30, 2021 from $92.1 million at June 30, 2020, as we invested excess cash into securities to increase our overall yield.
Total Liabilities. Total liabilities increased $4.5 million, or 1.6%, to $290.2 million at June 30, 2021 from $285.8 million at June 30, 2020. The increase reflected an increase in deposits of $7.2 million, or 2.6%, offset by a $2.8 million decrease in Federal Home Loan Bank advances to $918,000.
Deposits. Deposits increased $7.2 million, or 2.6%, to $284.6 million at June 30, 2021 from $277.5 million at June 30, 2020. The increase was primarily due to a $10.2 million, or 32.8%, increase in money market accounts, a $7.3 million, or 11.9%, increase in savings accounts, a $5.2 million, or 20.8%, increase in non-interest-bearing deposits and a $3.6 million, or 12.4%, increase in interest-bearing demand deposits. The increase in deposits reflected the receipt of government stimulus funds combined with reduced spending by customers during the pandemic. The increases were offset by a $19.2 million, or 14.7%, decrease in certificates of deposit as many depositors chose to maintain such funds in other types of deposits and not to renew such certificates of deposit due to low market interest rates.
Borrowings. Borrowings, consisting entirely of Federal Home Loan Bank advances, totaled $918,000 at June 30, 2021 compared to $3.7 million at June 30, 2021. The decrease in Federal Home Loan Bank advances reflected the repayment of $2.8 million of advances during fiscal 2021 as we required lower levels of borrowings to fund operations in fiscal 2021.
Retained Earnings. Retained earnings increased $1.4 million, or 3.0%, to $48.6 million at June 30, 2021 from $47.2 million at June 30, 2020. The increase resulted from net income of $1.4 million for the year ended June 30, 2021.
Comparison of Operating Results for the Years Ended June 30, 2021 and June 30, 2020
General. We had net income of $1.4 million for the year ended June 30, 2021, compared to net income of $1.7 million for the year ended June 30, 2020, a decrease of $331,000, or 19.2%. The decrease in net income was primarily due to a decrease in net interest income of $249,000, or 3.3% and an increase of $99,000, or 1.6%, in non-interest expense, offset by a decrease of $32,000, or 11.5%, in the provision for income taxes.
Interest and Dividend Income. Interest and dividend income decreased $888,000, or 8.6%, to $9.5 million for the year ended June 30, 2021 from $10.4 million for the year ended June 30, 2020. The decrease was primarily attributable to a $561,000 decrease in interest on loans and a $194,000 decrease in interest on securities. Interest income on loans decreased primarily due to a decrease in the average balance of loans of $7.2 million to $180.6 million for fiscal 2021 from $187.8 million for fiscal 2020 and, to a lesser extent, due to a decrease in the average yield on loans of 15 basis points to 3.93% for fiscal 2021 from 4.08% for fiscal 2020. Interest income on securities decreased primarily due to a decrease in the average yield on securities of 19 basis points to 2.43% for fiscal 2021 from 2.62% for fiscal 2020, and, to a lesser extent, a decrease in the average balance of securities of $398,000 to $96.4 million for fiscal 2021 from $96.8 million for fiscal 2020. The decreases in the average yield reflected the lower market interest rate environment.
Interest Expense. Interest expense decreased $639,000, or 23.5%, to $2.1 million for the year ended June 30, 2021 from $2.7 million for the year ended June 30, 2020. The decrease was primarily due to a decrease of $556,000, or 23.4%, in interest expense on certificates of deposit. The average cost of certificates of deposit decreased 51 basis points to 1.51% for fiscal 2021 from 2.02% for fiscal 2020; however the average balance of certificates of deposit increased $2.6 million to $120.2 million for fiscal 2021 from $117.5 million for fiscal 2020. Additionally, interest expense on borrowings, consisting entirely of FHLB advances, decreased $88,000, or 59.9%, to $59,000 for fiscal 2021 from $147,000 for fiscal 2020 due primarily to the decrease in the average balance of borrowings to $2.1 million for fiscal 2021 from $5.6 million for fiscal 2020. Partially offsetting such decline was an increase in the cost of borrowings of 21 basis points to 2.86% for fiscal 2021 from 2.65% for fiscal 2020 due to the maturity of a lower-costing borrowing.
Net Interest Income. Net interest income decreased $249,000, or 3.3%, to $7.4 million for the year ended June 30, 2021 from $7.7 million for the year ended June 30, 2020. While average net interest-earning assets increased $6.2 million, our net interest rate spread decreased to 2.13% for the year ended June 30, 2021 from 2.29%
53
for the year ended June 30, 2020, and our net interest margin decreased to 2.31% for the year ended June 30, 2021 compared to 2.53% for the year ended June 30, 2020. The decrease in the net interest rate spread was primarily a result of the yield on interest-earning assets decreasing at a faster rate than the decline in the cost of interest-bearing liabilities.
Provision for Loan Losses. We recorded a provision for loan losses of $60,000 for the year ended June 30, 2021 compared to a provision for loan losses of $50,000 for the year ended June 30, 2020. The increased provision reflected an increase in qualitative factors related to the economic conditions caused by the COVID-19 pandemic, offset by a decrease in loans and continued strong asset quality. The allowance for loan losses was $1.7 million, or 0.98% of total loans, at June 30, 2021, compared to $1.7 million, or 0.88% of total loans, at June 30, 2020. We had $2.0 million of loans designated special mention at June 30, 2021, which represented a single loan collateralized by four commercial real estate properties. We had no loans that had been categorized as substandard, doubtful or loss at June 30, 2021 or 2020. We did not have any non-performing loans at either June 30, 2021 or 2020. We did not have any charge-offs or recoveries for the year ended June 30, 2021 compared to net recoveries of $1,000 for the year ended June 30, 2020.
Non-Interest Income. Non-interest income information is as follows.
Years Ended
June 30, |
Change | |||||||||||||||
2021 | 2020 | Amount | Percent | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
(Dollars in thousands) | ||||||||||||||||
Customer service fees |
$ | 115 | $ | 140 | $ | (25 | ) | (17.86 | )% | |||||||
Income on bank-owned life insurance |
283 | 276 | 7 | 2.54 | ||||||||||||
Gain on securities, net |
| 1 | (1 | ) | | |||||||||||
Other income |
245 | 231 | 14 | 6.06 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-interest income |
$ | 643 | $ | 648 | $ | (5 | ) | (0.77 | )% | |||||||
|
|
|
|
|
|
Non-interest income decreased $5,000, or 0.8%, to $643,000 for the year ended June 30, 2021 from $648,000 for the year ended June 30, 2020. The decrease was primarily due to a decrease of $25,000 in customer service fees, offset by an increase of $14,000 in other income and $7,000 in income earned on bank-owned life insurance. The decrease in customer service fees was due to lower fees for non-sufficient funds.
Non-Interest Expense. Non-interest expense information is as follows.
Years Ended
June 30, |
Change | |||||||||||||||
2021 | 2020 | Amount | Percent | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
(Dollars in thousands) | ||||||||||||||||
Salaries and employee benefits |
$ | 3,994 | $ | 4,022 | $ | (28 | ) | (0.70 | )% | |||||||
Occupancy and equipment |
831 | 796 | 35 | 4.40 | ||||||||||||
Advertising |
101 | 98 | 3 | 3.06 | ||||||||||||
Data processing |
348 | 327 | 21 | 6.42 | ||||||||||||
Deposit insurance |
85 | 7 | 78 | 1,114.29 | ||||||||||||
Other |
992 | 1,002 | (10 | ) | (1.00 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Total non-interest expense |
$ | 6,351 | $ | 6,252 | $ | 99 | 1.58 | % | ||||||||
|
|
|
|
|
|
Non-interest expense increased $99,000, or 1.6%, to $6.4 million for the year ended June 30, 2021 from $6.3 million for the year ended June 30, 2020. The increase was due primarily to a $78,000 increase in federal deposit insurance premiums as the small bank assessment credit expired during the 2021 fiscal year. The increase was also due to a $35,000 increase in occupancy and equipment expense due to increased depreciation attributable to the remodeling of our main office, and a $21,000 increase in data processing costs. These increases were offset by a $10,000 decrease in other expenses and a $28,000 decrease in salaries and employee benefits due to a lower bonuses paid during fiscal 2021.
Provision for Income Taxes. The provision for income taxes was $246,000 for the year ended June 30, 2021, which represented a $32,000, or 11.5%, decrease from the provision for income taxes of $278,000 for the year ended June 30, 2020. Our effective tax rate was 15.0% and 13.9% for the years ended June 30, 2021 and June 30, 2020, respectively. The lower effective tax rate for fiscal 2021 and 2020 reflected the benefit of our investments in tax-advantaged municipal securities and bank-owned life insurance as well as reduced state taxes through utilization of a Massachusetts securities corporation to hold our investment securities.
54
Average Balance and Yields. The following tables set forth average balance sheets, average yields and costs, and certain other information for the years indicated. All average balances are daily average balances. No tax-equivalent adjustments have been made. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Deferred loan fees totaled $235,000 and $331,000 for the years ended June 30, 2021 and 2020, respectively.
For the Years Ended June 30, | ||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||
Average
Outstanding Balance |
Interest |
Average
Yield/Rate |
Average
Outstanding Balance |
Interest |
Average
Yield/Rate |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Loans |
$ | 180,587 | $ | 7,099 | 3.93 | % | $ | 187,818 | $ | 7,660 | 4.08 | % | ||||||||||||
Securities |
96,438 | 2,334 | 2.43 | % | 96,836 | 2,537 | 2.62 | % | ||||||||||||||||
Other |
43,342 | 49 | 0.09 | % | 17,397 | 173 | 0.98 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total interest-earning assets |
320,367 | 9,482 | 2.96 | % | 302,051 | 10,370 | 3.43 | % | ||||||||||||||||
Non-interest-earning assets |
12,918 | 12,563 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total assets |
$ | 333,285 | $ | 314,614 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
Interest-bearing demand deposits |
$ | 29,324 | 14 | 0.05 | % | $ | 24,365 | 12 | 0.05 | % | ||||||||||||||
Savings deposits |
64,962 | 66 | 0.10 | % | 59,707 | 61 | 0.10 | % | ||||||||||||||||
Money market deposits |
33,386 | 120 | 0.36 | % | 30,613 | 122 | 0.40 | % | ||||||||||||||||
Certificates of deposit |
120,150 | 1,817 | 1.51 | % | 117,530 | 2,373 | 2.02 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total interest-bearing deposits |
247,822 | 2,017 | 0.81 | % | 232,215 | 2,568 | 1.11 | % | ||||||||||||||||
FHLB advances |
2,060 | 59 | 2.86 | % | 5,574 | 147 | 2.65 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total interest-bearing liabilities |
249,882 | 2,076 | 0.83 | % | 237,789 | 2,715 | 1.14 | % | ||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Non-interest-bearing demand deposits |
32,689 | 27,765 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Other non-interest-bearing liabilities |
2,896 | 2,727 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total liabilities |
285,467 | 268,281 | ||||||||||||||||||||||
Retained earnings |
47,817 | 46,323 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total liabilities and equity |
$ | 333,284 | $ | 314,604 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest income |
$ | 7,406 | $ | 7,655 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest rate spread(1) |
2.13 | % | 2.29 | % | ||||||||||||||||||||
Net interest-earning assets(2) |
$ | 70,484 | $ | 64,262 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest margin(3) |
2.31 | % | 2.53 | % | ||||||||||||||||||||
Average interest-earning assets to interest-bearing liabilities |
128.21 | % | 127.02 | % |
(1) |
Net interest rate spread represents the difference between the weighted average yield earned on interest-earning assets and the weighted average rate paid on interest-bearing liabilities. |
(2) |
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities. |
(3) |
Net interest margin represents net interest income divided by average total interest-earning assets. |
55
Rate/Volume Analysis
The following table presents the effects of changing rates and volumes on our net interest income for the years indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume. There were no out-of-period items or adjustments required to be excluded from the table below.
Years Ended
June 30, 2021 vs. 2020 |
||||||||||||
Increase (Decrease) Due to | Total Increase | |||||||||||
Volume | Rate | (Decrease) | ||||||||||
|
|
|
|
|
|
|||||||
(In thousands) | ||||||||||||
Interest-earning assets: |
||||||||||||
Loans |
$ | (295 | ) | $ | (266 | ) | $ | (561 | ) | |||
Securities |
(10 | ) | (184 | ) | (194 | ) | ||||||
Other |
170 | (303 | ) | (133 | ) | |||||||
|
|
|
|
|
|
|||||||
Total interest-earning assets |
135 | (753 | ) | (888 | ) | |||||||
|
|
|
|
|
|
|||||||
Interest-bearing liabilities: |
||||||||||||
Interest-bearing demand deposits |
2 | | 2 | |||||||||
Savings deposits |
6 | (1 | ) | 5 | ||||||||
Money market deposits |
11 | (13 | ) | (2 | ) | |||||||
Certificates of deposit |
53 | (609 | ) | (556 | ) | |||||||
|
|
|
|
|
|
|||||||
Total deposits |
72 | (623 | ) | (551 | ) | |||||||
FHLB advances |
(93 | ) | 5 | (88 | ) | |||||||
|
|
|
|
|
|
|||||||
Total interest-bearing liabilities |
(21 | ) | (618 | ) | (639 | ) | ||||||
|
|
|
|
|
|
|||||||
Change in net interest income |
$ | 114 | $ | (135 | ) | $ | (249 | ) | ||||
|
|
|
|
|
|
Management of Market Risk
General. The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage the impact of changes in market interest rates on net interest income and capital. We have an Asset/Liability Committee that is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors. The Committee establishes and monitors the volume, maturities, pricing and mix of assets and funding sources with the objective of managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals.
As part of our ongoing asset-liability management, we use the following strategies to manage our interest rate risk:
|
emphasize the marketing of our non-interest-bearing demand, money market, savings and demand accounts; |
|
invest in short- to medium-term repricing and/or maturing securities whenever the market allows; and |
|
maintain a strong capital position. |
We do not engage in hedging activities, such as engaging in futures, options or interest rate swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage-backed securities.
We consider two types of simulations impacted by changes in interest rates, which are (1) net interest income and (2) changes in the economic value of equity.
56
Net Interest Income Analysis. We analyze our sensitivity to changes in interest rates through our net interest income simulation model, the results of which are provided to us by an independent third party. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. We estimate what our net interest income would be for a one-year period based on current interest rates. We then calculate what the net interest income would be for the same period under different interest rate assumptions. The following table shows the estimated impact on net interest income for the one-year period beginning June 30, 2021 resulting from potential changes in interest rates, expressed in basis points. These estimates require certain assumptions to be made, including loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently uncertain. As a result, no simulation model can precisely predict the impact of changes in interest rates on our net interest income.
Although the net interest income table below provides an indication of our interest rate risk exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results.
Change in Interest Rates (basis points) (1) |
Net Interest Income
Year 1 Forecast |
Year 1 Change
from Level |
||||||
(Dollars in thousands) | ||||||||
+400 |
$ | 8,488 | 8.7 | % | ||||
+300 |
8,383 | 7.4 | % | |||||
+200 |
8,261 | 5.8 | % | |||||
+100 |
8,071 | 3.4 | % | |||||
Level |
7,809 | | % | |||||
-100 |
7,250 | (7.2 | )% |
(1) |
Assumes an immediate uniform change in interest rates at all maturities. |
Economic Value of Equity. We monitor interest rate risk through the use of a simulation model that estimates the amounts by which the fair value of our assets and liabilities (our economic value of equity or EVE) would change in the event of a range of assumed changes in market interest rates. The quarterly reports developed in the simulation model assist us in identifying, measuring, monitoring and controlling interest rate risk to ensure compliance within our policy guidelines.
The table below sets forth, as of June 30, 2021, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve.
At June 30, 2021 |
||||||||||||||||||||
Change in Interest Rates (basis points)(1) |
Estimated
EVE(2) |
EVE as a Percentage of Present Value
of Assets(3) |
||||||||||||||||||
Estimated Decrease in EVE |
EVE Ratio(4) |
Decrease (basis points) |
||||||||||||||||||
Amount | Percent | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
(Dollars in thousands) | ||||||||||||||||||||
+400 |
$ | 39,389 | $ | (12,982 | ) | (24.8 | )% | 13.0 | % | (227 | ) | |||||||||
+300 |
42,845 | (9,526 | ) | (18.2 | )% | 13.7 | % | (156 | ) | |||||||||||
+200 |
46,425 | (5,946 | ) | (11.4 | )% | 14.4 | % | (88 | ) | |||||||||||
+100 |
49,931 | (2,440 | ) | (4.7 | )% | 15.0 | % | (28 | ) | |||||||||||
|
52,371 | | | % | 15.3 | % | | |||||||||||||
-100 |
50,786 | (1,585 | ) | (3.0 | )% | 14.6 | % | (70 | ) |
(1) |
Assumes an immediate uniform change in interest rates at all maturities. |
(2) |
EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. |
(3) |
Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets. |
(4) |
EVE Ratio represents EVE divided by the present value of assets. |
The table above indicates that at June 30, 2021, in the event of an instantaneous 200 basis point increase in interest rates, we would experience an 11.4% decrease in EVE, and in the event of an instantaneous 100 basis point decrease in interest rates, we would experience a 3.0% decrease in EVE.
Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in EVE require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the EVE table presented assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains
57
constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the EVE table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on EVE and will differ from actual results.
EVE calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of our loans, deposits and borrowings.
Liquidity and Capital Resources
Liquidity. Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities and proceeds from maturities and calls of securities. We also have the ability to borrow from the Federal Home Loan Bank of Boston. At June 30, 2021, we had $918,000 outstanding in advances from the Federal Home Loan Bank of Boston. At June 30, 2021, we had the ability to borrow $67.4 million in additional Federal Home Loan Bank of Boston advances. Additionally, at June 30, 2021, we had a $2.4 million line of credit with the Federal Home Loan Bank of Boston, none of which was drawn at June 30, 2021.
While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.
Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $2.0 million and $2.3 million for the years ended June 30, 2021 and 2020, respectively. Net cash used by investing activities, which consists primarily of disbursements for loan originations and the purchase of investment securities, offset by principal collections on loans and proceeds from maturing securities and pay downs on securities, was $3.0 million for the year ended June 30, 2021, primarily due to the purchase of an aggregate of $41.3 million of securities, offset by maturities, pre-payments and calls of securities of $26.0 million and a net decrease in loans of $12.3 million. Net cash used by investing activities was $3.0 million for the year ended June 30, 2020. Net cash provided by financing activities was $4.3 million for the year ended June 30, 2021 primarily due to an increase in deposits of $7.2 million, offset by the net repayment of $2.8 million in FHLB advances. Net cash provided by financing activities was $22.3 million for the year ended June 30, 2020 due to an increase in deposits of $26.3 million, offset by the net repayment of $4.0 million in FHLB advances.
We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments based on our current strategy to increase loans with an increase in core deposits and the continued use of Federal Home Loan Bank of Boston advances as needed, to fund loan growth.
Capital Resources. At June 30, 2021, we exceeded all of our regulatory capital requirements with a Tier 1 leverage capital level of $48.6 million, or 14.4% of adjusted total assets, which is above the well-capitalized required level of $16.9 million, or 5.0%; and total risk-based capital of $50.4 million, or 29.7% of risk-weighted assets, which is above the well-capitalized required level of $17.0 million, or 10.0%. Management is not aware of any conditions or events since the most recent notification that would change our category.
The net offering proceeds will significantly increase our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net offering proceeds are used for general corporate purposes, including funding loans. Our financial condition and results of operations will be enhanced by the net offering proceeds, resulting in increased net interest-earning assets and net interest income. However, due to the increase in equity resulting from the net offering proceeds, as well as other factors associated with the offering, our return on equity will be lower immediately following the offering. See Risk FactorsRisks Related to the OfferingThe capital we raise in the stock offering may negatively impact our return on equity until we can fully implement our business plan. This could negatively affect the trading price of our shares of common stock.
58
Off-Balance Sheet Arrangements and Contractual Obligations
Off-Balance Sheet Arrangements. We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. The financial instruments include commitments to originate loans, unused lines of credit and standby letters of credit, which involve elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. Our exposure to credit loss is represented by the contractual amount of the instruments. We use the same credit policies in making commitments as we do for on-balance sheet instruments.
At June 30, 2021, we had $1.5 million of commitments to originate loans and $5.7 million of unadvanced funds under home equity lines of credit. See Note 10 in the Notes to the consolidated financial statements for further information.
Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities.
Recent Accounting Pronouncements
For a discussion of the impact of recent accounting pronouncements, see note 1 of the notes to our consolidated financial statements beginning on page F-1 of this prospectus. As an emerging growth company, we have elected to use the extended transition period to delay the adoption of new or re-issued accounting pronouncements applicable to public companies until such pronouncements are applicable to non-public companies.
Impact of Inflation and Changing Prices
The financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles in the United States of America, which requires the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institutions performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
BUSINESS OF CFSB BANCORP, INC.
We have not engaged in any business to date. Upon completion of the reorganization and offering, we will own all of the issued and outstanding common stock of Colonial Federal Savings Bank. We intend to retain up to 50% of the net proceeds from the offering following a contribution of $100,000 to 15 Beach, MHC. A portion of the net proceeds we retain will be used to make a loan to the Colonial Federal Savings Bank employee stock ownership plan to fund the purchase of shares of our common stock by the employee stock ownership plan. Additionally, we intend to contribute $250,000 in cash to Colonial Federal Savings Bank Charitable Foundation, Inc., the charitable foundation that we are creating and funding in connection with the reorganization and offering. We intend to invest our capital as discussed in How We Intend to Use the Proceeds from the Offering.
In the future, CFSB Bancorp, Inc., as the holding company of Colonial Federal Savings Bank, will be authorized to pursue other business activities permitted by applicable laws and regulations for savings and loan holding companies, which may include the acquisition of banking and financial services companies. We have no plans for any mergers or acquisitions, or other diversification of the activities of CFSB Bancorp, Inc. at the present time.
Our cash flows will depend on earnings from the investment of the net proceeds received in the offering that we retain, and any dividends received from Colonial Federal Savings Bank. Initially, CFSB Bancorp, Inc. will neither own nor lease any property, but will instead use the premises, equipment and furniture of Colonial Federal Savings Bank. At the present time, we intend to employ only persons who are officers of Colonial Federal Savings Bank to serve as officers of CFSB Bancorp, Inc. We will also use the support staff of Colonial Federal Savings Bank from time to time. These persons will not be separately compensated by CFSB Bancorp, Inc. CFSB Bancorp, Inc. may hire additional employees, as appropriate, to the extent it expands its business in the future. The initial directors of CFSB Bancorp, Inc. will consist of the current directors of Colonial Federal Savings Bank. See Management.
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15 Beach, MHC will be formed as a federal mutual holding company and will at all times as long as it is in existence own a majority of the outstanding shares of CFSB Bancorp, Inc.s common stock. Persons who had membership rights in Colonial Federal Savings Bank as of the date of the completion of the reorganization will continue to have membership rights; however, these membership rights will be in 15 Beach, MHC.
15 Beach, MHCs principal assets will be the common stock of CFSB Bancorp, Inc. it receives in the reorganization and offering and $100,000 of cash in initial capitalization, which will be contributed by CFSB Bancorp, Inc. from the net proceeds of the offering. Presently, it is expected that the only business activity of 15 Beach, MHC will be to own a majority of CFSB Bancorp, Inc.s common stock. 15 Beach, MHC will be authorized, however, to engage in any other business activities that are permissible for mutual holding companies under federal law, including investing in loans and securities.
15 Beach, MHC will neither own nor lease any property, but will instead use the premises, equipment and furniture of Colonial Federal Savings Bank. It is anticipated that 15 Beach, MHC will employ only persons who are officers of Colonial Federal Savings Bank to serve as officers of 15 Beach, MHC. These persons will not be separately compensated by 15 Beach, MHC. The initial directors of 15 Beach, MHC will consist of the current directors of Colonial Federal Savings Bank. See Management.
BUSINESS OF COLONIAL FEDERAL SAVINGS BANK
General
Colonial Federal Savings Bank is a federally chartered mutual savings bank headquartered in Quincy, Massachusetts. Colonial Federal Savings Bank was originally chartered as the Wollaston Co-operative Bank in 1889. Wollaston Co-operative Bank converted to a federal charter in 1933 and changed its name to Colonial Federal Savings and Loan in 1971. We changed our name to Colonial Federal Savings Bank in 1983.
We conduct our operations from our three full-service banking offices and one limited-service banking office located in Norfolk County. We consider our primary lending market area to be Norfolk and Plymouth Counties; however, we occasionally make loans secured by properties located outside of our primary lending market.
At June 30, 2021, we had total assets of $338.9 million, total deposits of $284.6 million and total equity of $48.6 million. We had net income of $1.4 million for the year ended June 30, 2021 compared to net income of $1.7 million for the year ended June 30, 2020.
Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential real estate loans and, to a lesser extent, multi-family real estate loans, commercial real estate loans, second mortgage loans and home equity lines of credit, and consumer loans. Subject to market conditions, we will continue our focus on growing our balance sheet and improving profitability by continuing to originate one- to four-family residential mortgage loans and increasing the origination of multi-family and commercial real estate loans.
We also invest in securities, which have historically consisted of mortgage-backed securities issued by U.S. government sponsored enterprises and municipal and corporate bonds. Almost all of our securities are classified as held-to-maturity. We offer a variety of deposit accounts, including checking accounts, savings accounts and certificates of deposit. Additionally, we have access to borrowings, primarily advances from the Federal Home Loan Bank of Boston, if needed to supplement deposits to fund our operations.
Reflecting our focus on our community, in connection with the offering, we intend to establish a charitable foundation called Colonial Federal Savings Bank Charitable Foundation, Inc. and fund it with $250,000 in cash and 2.0% of our outstanding shares of common stock (or 100,000 shares based on the midpoint of the offering range, for an aggregate contribution of $1,250,000 based on the $10.00 per share offering price) of our common stock. The purpose of this foundation will be to make contributions to support various charitable organizations operating in our community, now and in the future.
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Our website address is www.colonialfed.com. Information on this website should not be considered a part of this prospectus.
Market Area
We conduct our operations from our three full-service banking offices and one limited-service banking office located in Norfolk County, Massachusetts. We consider our primary lending market area to be Norfolk and Plymouth Counties, Massachusetts, however, we occasionally make loans secured by properties located outside of our primary lending market.
Norfolk County is located directly south of the city of Boston, Massachusetts. The county includes 28 eastern Massachusetts communities, all of which are residential suburbs of Boston. Norfolk County is the wealthiest county in the Commonwealth of Massachusetts and is characterized by a high concentration of white-collar professionals who work in the Boston Metropolitan Statistical Area. According to the United States Census Bureau, the total population of Norfolk County was 706,775 as of July 1, 2019. The annual population growth rate within Norfolk County has increased 5.3% from 2010 to 2019.
According to the United States Census Bureau from 2015 through 2019:
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The median household income in Norfolk County was $103,291 compared to a median household income for Massachusetts of $81,215 and $62,843 for the United States; |
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The median home value was $470,800, compared to $381,600 in Massachusetts and $217,500 for the United States; |
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Approximately 53.6% of the population of Norfolk County held a bachelors degree or higher, compared to 43.7% for Massachusetts and 32.1% for the United States; and |
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Approximately 5.8% of the population of Norfolk County had incomes below the poverty level, compared to 9.4% for Massachusetts and 10.5% for the United States. |
Additionally, according to the U.S. Bureau of Labor Statistics, the unemployment rate at June 2021 was 4.9% for Norfolk County, compared to 5.4% for Massachusetts and 5.9% for the United States.
Competition
We face significant competition within our market both in making loans and attracting deposits. Our market area has a high concentration of financial institutions, including large money center and regional banks, community banks and credit unions. Some of our competitors offer products and services that we currently do not offer, such as trust services and private banking. Our competition for loans and deposits comes principally from commercial banks, savings institutions, mortgage banking firms, consumer finance companies and credit unions. We face additional competition for deposits from short-term money market funds, brokerage firms, mutual funds and insurance companies.
As of June 30, 2020 (the latest date for which information is available), our market share was 0.84% of total deposits in Norfolk County, Massachusetts, making us the 23rd largest out of 42 banks operating in Norfolk County.
Lending Activities
Our principal lending activity is in one- to four-family residential real estate loans, and, to a lesser extent, multi-family real estate loans, commercial real estate loans, second mortgage loans, home equity lines of credit and consumer loans. Subject to market conditions and our asset-liability analysis, we expect to increase our focus on the origination of multi-family and commercial real estate loans, in an effort to diversify our overall loan portfolio and increase the overall yield earned on our portfolio. We compete by focusing on personalized service for consumers as well as businesses. Due to our structure, we are able to move quickly on client requests and are able to price competitively compared to our competitors. Our responsiveness has historically enabled us to grow and retain our customer base.
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Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated. At June 30, 2021 and 2020, we had no loans held for sale.
At June 30, | ||||||||||||||||
2021 | 2020 | |||||||||||||||
Amount | Percent | Amount | Percent | |||||||||||||
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(Dollars in thousands) | ||||||||||||||||
Real estate loans: |
||||||||||||||||
One- to four-family residential |
$ | 139,687 | 79.15 | % | $ | 147,565 | 78.19 | % | ||||||||
Multi-family |
15,868 | 8.99 | 18,377 | 9.74 | ||||||||||||
Second mortgages and home equity lines of credit |
2,454 | 1.39 | 2,726 | 1.44 | ||||||||||||
Commercial |
16,366 | 9.27 | 18,213 | 9.65 | ||||||||||||
Consumer |
2,111 | 1.20 | 1,855 | 0.98 | ||||||||||||
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|
|
|
|
|
|
|||||||||
176,486 | 100.00 | % | 188,736 | 100.00 | % | |||||||||||
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|
|
|||||||||||||
Less: |
||||||||||||||||
Allowance for losses |
(1,722 | ) | (1,662 | ) | ||||||||||||
Net deferred loan fees |
(331 | ) | (235 | ) | ||||||||||||
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|
|
|
|||||||||||||
Total loans |
$ | 174,433 | $ | 186,839 | ||||||||||||
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|
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Contractual Maturities. The following tables set forth the contractual maturities of our loan portfolio at June 30, 2021. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. The tables present contractual maturities and do not reflect repricing or the effect of prepayments. Actual maturities may differ.
One- to Four-
Family
Real Estate |
Multi-family |
Second
Mortgages and Home Equity Lines of Credit |
Commercial
Real Estate |
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|
|
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(In thousands) | ||||||||||||||||
Amounts due in: |
||||||||||||||||
One year or less |
$ | 90 | $ | | $ | 12 | $ | | ||||||||
More than one to five years |
1,345 | 94 | 39 | 383 | ||||||||||||
More than five to 15 years |
35,086 | 1,673 | 1,149 | 2,430 | ||||||||||||
More than 15 years |
103,166 | 14,101 | 1,254 | 13,553 | ||||||||||||
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|
|
|
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|
|
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Total |
$ | 139,687 | $ | 15,868 | $ | 2,454 | $ | 16,366 | ||||||||
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|
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Consumer | Total | |||||||
|
|
|
|
|||||
(In thousands) | ||||||||
Amounts due in: |
||||||||
One year or less |
$ | 117 | $ | 219 | ||||
More than one to five years |
721 | 2,582 | ||||||
More than five to 15 years |
1,273 | 41,611 | ||||||
More than 15 years |
| 132,074 | ||||||
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|
|
|
|||||
Total |
$ | 2,111 | $ | 176,486 | ||||
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|
|
|
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Fixed Versus Adjustable-Rate Loans. The following table sets forth our fixed and adjustable-rate loans at June 30, 2021 that are contractually due after June 30, 2022.
Due After June 30, 2022 | ||||||||||||
Fixed | Adjustable | Total | ||||||||||
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|
|
|
|
|
|||||||
(In thousands) | ||||||||||||
Real estate loans: |
||||||||||||
One- to four-family residential |
$ | 130,050 | $ | 9,536 | $ | 139,586 | ||||||
Multi-family |
2,237 | 13,631 | 15,868 | |||||||||
Second mortgage and home equity lines of credit |
1,046 | 1,408 | 2,454 | |||||||||
Commercial |
3,298 | 13,068 | 16,366 | |||||||||
Consumer |
1,993 | | 1,998 | |||||||||
|
|
|
|
|
|
|||||||
Total loans |
$ | 138,745 | $ | 37,741 | $ | 176,267 | ||||||
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|
|
|
|
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One- to Four-Family Residential Real Estate Lending. Our historical primary lending activity has been the origination of one- to four-family, owner-occupied, residential mortgage loans, virtually all of which are secured by properties located in our market area. At June 30, 2021, one- to four-family residential real estate loans totaled $139.7 million, or 79.2% of our total loan portfolio. The average principal loan balance of our one- to four-family residential real estate loans was $215,000 at June 30, 2021.
We currently offer one- to four-family residential real estate loans with terms of up to 30 years. The one- to four-family residential real estate loans that we originate are generally underwritten to Fannie Mae and Freddie Mac guidelines. We currently retain in our portfolio all of the one- to four-family residential real estate loans we originate. We primarily originate fixed-rate one- to four-family residential real estate loans, but, on a much more limited basis, also originate adjustable-rate loans. At June 30, 2021, $130.2 million, or 93.2% of our one- to four-family residential real estate loans had fixed rates of interest, and $9.5 million, or 6.8% of our one- to four-family residential real estate loans, had adjustable rates of interest. One- to four-family residential real estate loans often remain outstanding for significantly shorter periods than their contractual terms because borrowers have the right to refinance or prepay their loans. We generally limit the loan-to-value ratios of our mortgage loans to 80% of the sales price or appraised value, whichever is lower.
Our adjustable-rate one- to four-family residential real estate loans carry terms to maturity ranging from 10 to 30 years and generally have fixed rates for initial terms of one, three or five years, and adjust annually thereafter at a margin, which in recent years has been tied to a margin above the one-year constant maturity U.S. Treasury rate. The maximum amount by which the interest rate may be increased or decreased is, subject to a contractual floor (which is generally the initial interest rate on the loan), generally 2% annually, with a lifetime interest rate cap of generally 6% over the initial interest rate of the loan.
Although adjustable-rate mortgage loans may reduce to an extent our vulnerability to changes in market interest rates because they periodically re-price, as interest rates increase the required payments due from the borrower also increase (subject to rate caps), increasing the potential for default by the borrower. At the same time, the ability of the borrower to repay the loan and the marketability of the underlying collateral may be adversely affected by higher interest rates. Upward adjustments of the contractual interest rate are also limited by our maximum periodic and lifetime rate adjustments. As a result, the effectiveness of adjustable-rate mortgage loans in compensating for changes in market interest rates may be limited.
At June 30, 2021, $20.5 million, or 14.7%, of the one- to four-family residential real estate loan portfolio, was secured by non-owner occupied properties. We generally originate these loans to individuals to whom we have had a previous borrowing relationship. Generally, we require personal guarantees on these properties if the loan is made to an entity other than individual borrowers. We will not make loans in excess of 80% loan to value on non-owner-occupied properties.
We have not offered interest only mortgage loans on permanent one- to four-family residential real estate loans (where the borrower pays interest for an initial period, after which the loan converts to a fully amortizing loan). We also have not offered loans that provide for negative amortization of principal, such as Option ARM loans, where the borrower can pay less than the interest owed on the loan, resulting in an increased principal balance
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during the life of the loan. We have not offered Alt-A loans (i.e., loans that generally target borrowers with better credit scores who borrow with alternative documentation such as little or no verification of income). We also do not originate subprime loans to customers with weakened credit histories
We require title insurance on all of our one- to four-family residential real estate mortgage loans, and we also require that borrowers maintain fire and extended coverage casualty insurance (and, if appropriate, flood insurance) in an amount at least equal to the lesser of the loan balance or the replacement cost of the improvements. We do not conduct environmental testing on residential real estate mortgage loans unless specific concerns for hazards are identified in the appraisal conducted in connection with the origination of the loan.
When underwriting residential real estate loans, we review and verify each loan applicants employment, income and credit history and, if applicable, our experience with the borrower. Our policy is to obtain credit reports on all borrowers and guarantors. We also obtain tax returns, financial statements for non-owner-occupied loans. Generally, all properties securing residential real estate loans are appraised by independent appraisers.
Multi-Family and Commercial Real Estate Lending. At June 30, 2021, multi-family real estate loans totaled $15.8 million, or 9.0% of our loan portfolio. Our multi-family real estate loans are generally secured by properties consisting of five or more rental units within our market area. At June 30, 2021, commercial real estate loans totaled $16.4 million, or 9.3% of our portfolio. Our commercial real estate loans are generally secured by office buildings, small retail facilities, mixed-use facilities and warehouses within our market area. We currently offer multi-family and commercial real estate loans with terms of up to 30 years. We currently retain in our portfolio all of the multi-family and commercial real estate loans we originate.
We primarily originate adjustable-rate multi-family and commercial real estate loans, but we do, on a much more limited basis, originate fixed-rate loans. At June 30, 2021, $13.6 million, or 85.9% of multi-family real estate loans had adjustable rates of interest, and $2.2 million, or 14.1% of our multi-family real estate loans, had fixed rates of interest. At June 30, 2021, $13.1 million, or 79.8% of commercial real estate loans had adjustable rates of interest, and $3.3 million, or 20.2% of our commercial real estate loans, had fixed rates of interest. Interest rates on our adjustable-rate multi-family and commercial real estate loans are generally fixed for the first five years and adjust annually thereafter based on the one-year U.S. Treasury constant maturity rate, plus a margin.
At June 30, 2021, the average loan size of our outstanding multi-family real estate loans was $567,000, and our largest multi-family residential real estate loan had an outstanding balance of $1.9 million and is secured by an apartment building located in our primary market area. At June 30, 2021, this loan was performing according to its original terms. At June 30, 2021, the average loan size of our outstanding commercial real estate loans was $481,000, and our largest commercial real estate loan had an outstanding balance of $2.5 million and is secured by three properties related to an ambulance dispatching and maintenance center located in our primary market area. At June 30, 2021, this loan was performing according to its original terms.
We consider a number of factors in originating multi-family and commercial real estate loans. We evaluate the qualifications, income level and financial condition of the borrower, including project-level and global cash flows, credit history, and management expertise, as well as the value and condition of the property securing the loan. When evaluating the qualifications of the borrower, we consider the financial resources of the borrower, the borrowers experience in owning or managing similar property and the borrowers payment history with us and other financial institutions. In evaluating the property securing the loan, the factors we consider include the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property and the debt service coverage ratio (the ratio of net operating income to debt service). We generally require a debt service ratio of at least 1.20x. Multi-family and commercial real estate loans have loan-to-value ratios of up to 80% of the appraised value of the property securing the loans. When underwriting multi-family and commercial real estate loans, we review and verify each loan applicants employment, income and credit history. Our policy is to obtain credit reports, financial statements and tax returns on all borrowers and guarantors. Generally, all properties securing real estate loans are appraised by independent appraisers. Generally, we require personal guaranties from the principals on the loans.
Multi-family and commercial real estate loans entail greater credit risks compared to one- to four-family residential real estate loans because they typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment of loans secured by income-producing properties typically depends on the successful operation of the property, as repayment of the loan generally is dependent, in large part, on sufficient income from the property to cover operating expenses and debt service. Changes in economic
64
conditions that are not in the control of the borrower or lender could affect the value of the collateral for the loan or the future cash flow of the property. Additionally, any decline in real estate values may be more pronounced for commercial real estate than residential properties. If we foreclose on a multi-family or commercial real estate loan, the marketing and liquidation period to convert the real estate asset to cash can be a lengthy process with substantial holding costs. In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on multi-family and commercial real estate loans can be both unpredictable and substantial.
Second Mortgage Loans and Home Equity Lines of Credit. At June 30, 2021, second mortgage loans and home equity lines of credit totaled $2.5 million, or 1.4% of our loan portfolio. Second mortgage loans and home equity lines of credit are multi-purpose loans used to finance various home or personal needs for which a one- to four-family primary or secondary residence serves as collateral. We generally originate home equity lines of credit on owner-occupied properties with adjustable rates of interest based on the prime interest rate published in The Wall Street Journal, plus a margin. We generally originate home equity lines of credit with a maximum loan-to-value ratio of 80% (including the value of the underlying mortgage loan) and with terms of up to 20 years. We originate second mortgage loans on owner-occupied properties with fixed rates of interest. We generally originate these loans with a maximum loan-to-value ratio of 80% (including the value of the underlying mortgage loan) and with terms of up to 15 years.
The procedures for underwriting these loans include assessing the applicants payment history on other indebtedness, the applicants ability to meet existing obligations and payments on the proposed loan, and the loan-to-value ratio. Although the applicants creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the collateral, if any, to the proposed loan amount.
Consumer Lending. We offer a variety of consumer loans to individuals, including home improvement loans, new and used automobile loans, personal collateral loans and loans secured by savings accounts or certificates of deposit. At June 30, 2021, our consumer loan portfolio totaled $2.1 million, or 1.2% of our total loan portfolio, $2.0 million of which were home improvement loans. Home improvement loans are unsecured fixed-rate loans that must be used to improve a one- four-family residential real estate or multi-family real estate loan with a maximum amount of $15,000 and a term of five years. Automobile loans are made with a term of five years for vehicles that are two years old or less and up to four years for vehicles that are more than two years old. These loans will be originated with loan-to-value ratios of up to 90% of the value of the vehicle. A loan secured by deposits can also be originated for up to 90% of the funds on deposit.
Consumer loans generally entail greater risk than one- to four-family residential mortgage loans, particularly in the case of loans that are unsecured or are secured by assets that tend to depreciate in value. As a result, consumer loan collections are primarily dependent on the borrowers continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. In these cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan, and the remaining value often does not warrant further substantial collection efforts against the borrower.
Originations, Sales, Participations and Purchases of Loans
Most of our loan originations are generated by our loan personnel and from referrals from existing customers, real estate brokers, accountants and other professionals. All loans we originate are underwritten pursuant to our policies and procedures. While we originate both fixed-rate and adjustable-rate loans, our ability to generate each type of loan depends upon relative borrower demand and pricing levels established by competing banks, thrifts, credit unions, and mortgage banking companies. Our volume of loan originations is influenced significantly by market interest rates, and, accordingly, the volume of our loan originations can vary from period to period. We do not sell any of the loans we originate.
From time to time, we may purchase loan participations in which we are not the lead lender. From time to time, we may also purchase whole loans. In both of these situations, we follow our customary loan underwriting and approval policies. At June 30, 2021, the outstanding balances of our loan participations where we are not the lead lender totaled $2.6 million, or 2.1% of our loan portfolio, and consisted of five borrower relationships secured by multi-family and commercial real estate located in Connecticut. All such loans were performing in accordance with their original terms. We did not purchase any whole loans during the years ended June 30, 2021 or 2020. We also have not participated out portions of loans during the years ended June 30, 2021 or 2020.
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Loan Approval Procedures and Authority
Pursuant to federal law, the aggregate amount of loans that Colonial Federal Savings Bank is permitted to make to any one borrower or a group of related borrowers is generally limited to 15% of Colonial Federal Savings Banks unimpaired capital and surplus (25% if the amount in excess of 15% is secured by readily marketable collateral or 30% for certain residential development loans). At June 30, 2021, based on the 15% limitation, Colonial Federal Savings Banks loans-to-one-borrower limit was approximately $7.5 million. On the same date, Colonial Federal Savings Bank had no borrowers with outstanding balances in excess of this amount. At June 30, 2021, our largest loan relationship with one borrower was for $5.3 million and consisted of ten loans secured by multi-family real estate and mixed-use real estate. The loans were performing in accordance with their original terms on that date. Our loan-to-one borrower limitation will increase following the completion of the reorganization and offering due to the additional capital Colonial Federal Savings Bank will receive.
Our lending is subject to written underwriting standards and origination procedures. Decisions on loan applications are made on the basis of detailed information submitted by the prospective borrower, credit histories that we obtain, and property valuations (consistent with our appraisal policy) prepared by outside independent licensed appraisers approved by our board of directors or internal evaluations, where permitted by regulations.
The board of directors has granted loan approval authority to a Loan Committee that is comprised of our President and Chief Executive Officer, Chief Operating Officer, Vice President of Retail Lending, Vice President of Financial Markets and Assistant Vice President of Operations. The Loan Committee can approve individual loans of up to prescribed limits, depending on the type of loan as follows:
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For all real estate loans, the approval of two Loan Committee members is required for loans up to $400,000 and the approval of three Loan Committee members (one of which must be our President and Chief Executive Officer) is required for loans between $400,000 and $750,000. Real estate of loans greater than $750,000 require the approval of the board of directors. |
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For consumer loans, the approval of two Loan Committee members is required for loans up to $50,000 and the approval of three Loan Committee members is required for consumer loans greater than $50,000. |
Loans that involve policy exceptions also must be approved by the Loan Committee and ratified by the board of directors.
Delinquencies and Non-Performing Assets
Delinquency Procedures. A late notice is sent to a borrower between the 16th and 18th day after a loan is past due. When the loan is 30 days past due, we mail the borrower a letter reminding the borrower of the delinquency, and attempt to contact the borrower personally to determine the reason for the delinquency. If necessary, at 45 days past due, additional contact will be made with the borrower, which usually includes an in-person meeting and the account will be monitored on a regular basis thereafter. A property will be inspected between the 30th and 90th day of delinquency. When the loan reaches the 60th day of delinquency, we will send the borrower a letter informing the borrower of their rights and our intent to proceed with further collection efforts, including foreclosure, if the loan default is not cured within 90 days. At the end of the 90-day cure period, a decision will be made whether to begin foreclosure proceedings. Loans are charged off when we believe that the recovery of principal is improbable. A summary report of all loans 30 days or more past due is provided to the board of directors each month.
Troubled Debt Restructurings. A loan is classified as a troubled debt restructuring if, for economic or legal reasons related to the borrowers financial difficulties, we grant a concession to the borrower that we would not otherwise consider. This usually includes a modification of loan terms, such as a reduction of the interest rate to below market terms, capitalizing past due interest or extending the maturity date and possibly a partial forgiveness of the principal amount due. Interest income on restructured loans is accrued after the borrower demonstrates the ability to pay under the restructured terms through a sustained period of repayment performance, which is generally six consecutive months. We had no troubled debt restructurings at June 30, 2021 and 2020.
The CARES Act, in addition to providing financial assistance to both businesses and consumers, created a forbearance program for federally-backed mortgage loans, protects borrowers from negative credit reporting due to loan accommodations related to the national emergency, and provides financial institutions the option to temporarily suspend certain requirements under U.S. generally accepted accounting principles related to troubled debt
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restructurings for a limited period of time to account for the effects of COVID-19. The Federal banking regulatory agencies have likewise issued guidance encouraging financial institutions to work prudently with borrowers who are, or may be, unable to meet their contractual payment obligations because of the effects of COVID-19. That guidance, with concurrence of the Financial Accounting Standards Board and provisions of the CARES Act, allows modifications made on a good faith basis in response to COVID-19 to borrowers who were generally current with their payments on December 31, 2019, to not be treated as troubled debt restructurings. Modifications may include payment deferrals, fee waivers, extensions of repayment term, or other delays in payment. We worked with our customers affected by COVID-19 and accommodated 20 loan modifications totaling $9.5 million, none of which remained on modified payment status at June 30, 2021.
Delinquent Loans. The following table sets forth our loan delinquencies by type and amount at the dates indicated.
At June 30, | ||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||
30-59 Days Past Due |
60-89 Days Past Due |
90 Days
or More
|
30-59 Days Past Due |
60-89 Days Past Due |
90 Days
or More
|
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(In thousands) | ||||||||||||||||||||||||
Real estate loans |
$ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||
Consumer |
| | | | 2 | | ||||||||||||||||||
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|
|||||||||||||
Total |
$ | | $ | | $ | | $ | | $ | 2 | $ | | ||||||||||||
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Loans Past Due and Nonperforming Assets. Loans are reviewed on a regular basis. Management determines that a loan is impaired or non-performing when it is probable at least a portion of the loan will not be collected in accordance with the original terms due to a deterioration in the financial condition of the borrower or the value of the underlying collateral if the loan is collateral dependent. When a loan is determined to be impaired, the measurement of the loan in the allowance for loan losses is based on present value of expected future cash flows, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral. Non-accrual loans are loans for which collectability is questionable and, therefore, interest on such loans will no longer be recognized on an accrual basis. All loans that become 90 days or more delinquent are placed on non-accrual status unless the loan is well secured and is in the process of collection. When loans are placed on non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received on a cash basis or cost recovery method.
We generally cease accruing interest on our loans when contractual payments of principal or interest have become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on non-accrual status, unpaid interest credited to income is reversed. Interest received on non-accrual loans generally is applied against principal and is recognized on a cash basis. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.
We had no non-performing loans at June 30, 2021 or 2020.
Real Estate Owned. When we acquire real estate as a result of foreclosure, the real estate is classified as real estate owned. The real estate owned is recorded at fair value, less estimated costs to sell. Soon after acquisition, we order a new appraisal, or evaluation when acceptable, to determine the current market value of the property. Any excess of the recorded value of the loan satisfied over the market value of the property is charged against the allowance for loan losses, or, if the existing allowance is inadequate, charged to expense, in either case during the applicable period of such determination. After acquisition, all costs incurred in maintaining the property are expensed. Costs relating to the development and improvement of the property, however, are capitalized to the extent of estimated fair value less estimated costs to sell. We had no real estate owned at June 30, 2021 or 2020.
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Non-Performing Assets. As indicated by the following table, there were no non-performing assets at June 30, 2021 or 2020.
At June 30, | ||||||||
2021 | 2020 | |||||||
|
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|
|||||
(Dollars in thousands) | ||||||||
Non-accrual loans: |
||||||||
Total non-accrual loans |
$ | | $ | | ||||
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|
|||||
Accruing loans past due 90 days or more |
| | ||||||
Total accruing loans past due 90 days or more |
| | ||||||
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|
|
|
|||||
Total non-performing loans |
$ | | $ | | ||||
|
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|
|
|||||
Foreclosed assets |
| | ||||||
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|
|
|||||
Total non-performing assets |
$ | | $ | | ||||
|
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|
|||||
Non-accruing troubled debt restructurings |
$ | | $ | | ||||
Total accruing troubled debt restructured loans |
$ | | $ | | ||||
Total non-performing loans to total loans |
| % | | % | ||||
Total non-accrual loans to total loans |
| % | | % | ||||
Total non-performing assets to total assets |
| % | | % |
There was no additional interest income that would have been recorded for the year ended June 30, 2021 or the year ended June 30, 2020 had non-accruing loans been current according to their original terms.
Classified Assets. Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered by the Office of the Comptroller of the Currency to be of lesser quality, as substandard, doubtful or loss. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified substandard, with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets that do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are designated as special mention by our management.
When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances in an amount deemed prudent by management to cover probable accrued losses in the loan portfolio. General allowances represent loss allowances that have been established to cover probable accrued losses associated with lending activities, but that, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as loss, it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount. An institutions determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the regulatory authorities, which may require the establishment of additional general or specific loss allowances.
In accordance with our loan policy, we regularly review the problem loans in our portfolio to determine whether any loans require classification in accordance with applicable regulations. Loans are listed on the watch list initially because of emerging financial weaknesses even though the loan is currently performing as agreed, or if the loan possesses weaknesses although currently performing. If a loan deteriorates in asset quality, the classification is changed to special mention, substandard, doubtful or loss depending on the circumstances and the evaluation. Generally, loans 90 days or more past due are placed on non-accrual status and classified substandard. Management reviews the status of each impaired loan on our watch list on a quarterly basis.
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On the basis of this review of our assets, our classified loans and special mention loans at the dates indicated were as follows:
At June 30, | ||||||||
2021 | 2020 | |||||||
(In thousands) | ||||||||
Substandard |
$ | | $ | | ||||
Doubtful |
| | ||||||
Loss |
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Total classified |
$ | | $ | | ||||
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Special mention assets |
$ | 2,024 | $ | | ||||
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The $2.0 million of special mention assets at June 30, 2021 consisted of one commercial real estate loan to a single borrower.
Allowance for Loan Losses
The allowance for loan losses represents managements estimate of losses inherent in the loan portfolio as of the statement of financial condition date and is recorded as a reduction to loans. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of a loan receivable is charged off as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.
The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on our past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect a given borrowers ability to repay, the estimated value of any underlying collateral, the size and composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows or collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. We do not separately identify consumer loans for impairment disclosure unless such loans are subject to a troubled debt restructuring agreement. The general component covers pools of loans by loan class not considered impaired. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative factors. These qualitative risk factors include: (1) levels and trends in delinquent, classified, non-accrual and impaired loans, as well as loan modifications; (2) trends in the nature and volume of the portfolio and terms of loans and the existence and effect of any concentrations of credit and changes in the level of such concentrations; (3) effects of the changes in risk selection and lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices; (4) experience, ability, and depth of lending department management and other relevant staff; and (5) national, regional, and local economic and business conditions as well as the condition of various market segments, including the value of underlying collateral for collateral dependent loans. Each factor is assigned a value to reflect improving, stable or declining conditions based on managements best judgment using relevant information available at the time of the evaluation. As a result of the COVID-19 pandemic, we increased certain of our qualitative loan portfolio risk factors relating to local and national economic conditions. An unallocated component of the allowance for loan losses is maintained to cover uncertainties that could affect managements estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
We will continue to monitor and modify our allowance for loan losses as conditions dictate. No assurances can be given that the level of allowance for loan losses will cover all of the inherent losses on the loans or that future adjustments to the allowance for loan losses will not be necessary if economic and other conditions differ substantially from the economic and other conditions used by management to determine the current level of the allowance for loan losses.
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As an integral part of their examination process, the Office of the Comptroller of the Currency periodically reviews our allowance for loan losses, and as a result of such reviews, we may have to adjust our allowance for loan losses. However, regulatory agencies are not directly involved in the process for establishing the allowance for loan losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management.
Allowance for Loan Losses. The following table sets forth activity in our allowance for loan losses for the years indicated.
At or For the Years Ended
June 30, |
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2021 | 2020 | |||||||
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(Dollars in thousands) | ||||||||
Allowance for loan losses at beginning of year |
$ | 1,662 | $ | 1,612 | ||||
Provision for loan losses |
60 | 50 | ||||||
Charge-offs: |
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Consumer |
| 1 | ||||||
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Total charge-offs |
| 1 | ||||||
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Recoveries: |
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Real estate loans: |
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One- to four-family residential |
| 1 | ||||||
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Total recoveries |
| 1 | ||||||
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Net recoveries |
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Allowance at end of year |
$ | 1,722 | $ | 1,662 | ||||
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Allowance to non-performing loans |
NM | NM | ||||||
Allowance to total loans outstanding at the end of the year |
0.98 | % | 0.88 | % | ||||
Net (charge-offs) recoveries to average loans outstanding during the year |
| % | | % |
Allocation of Allowance for Loan Losses. The following table sets forth the allowance for loan losses allocated by loan category and the percent of the allowance in each category to the total allocated allowance at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.
At June 30, | ||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||
Allowance
for Loan Losses |
Percent of
Allowance in Each Category to Total Allowance |
Percent of
Loans in Each Category to Total Loans |
Allowance
Loan
|
Percent of
Allowance in Each Category to Total Allowance |
Percent of Loans in
Each
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(Dollars in thousands) | ||||||||||||||||||||||||
Real estate loans: |
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One- to four-family residential |
$ | 995 | 57.78 | % | 79.15 | % | $ | 910 | 54.75 | % | 78.19 | % | ||||||||||||
Multi-family |
240 | 13.94 | 8.99 | 279 | 16.79 | 9.74 | ||||||||||||||||||
Second mortgages and home equity lines of credit |
27 | 1.57 | 1.39 | 30 | 1.81 | 1.44 | ||||||||||||||||||
Commercial |
279 | 16.20 | 9.27 | 311 | 18.71 | 9.65 | ||||||||||||||||||
Consumer |
58 | 3.37 | 1.20 | 47 | 2.83 | 0.98 | ||||||||||||||||||
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Total allocated allowance |
1,599 | 92.86 | 100.00 | % | 1,577 | 94.95 | 100.00 | % | ||||||||||||||||
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Unallocated |
123 | 7.14 | 84 | 5.05 | ||||||||||||||||||||
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Total |
$ | 1,722 | 100.00 | % | $ | 1,661 | 100.00 | % | ||||||||||||||||
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Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, the Office of the Comptroller of the Currency, as an integral part of its examination process, periodically review our allowance for loan losses, and as a result of such reviews, we may have to adjust our allowance for loan losses. However, regulatory agencies are not directly involved in establishing the allowance for loan losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings.
Investment Activities
General. Our board of directors is responsible for approving and overseeing our investment policy, which is reviewed at least annually by the board. The objectives of our investment policy are: (1) to provide liquidity necessary to meet short- and long-term business needs in accordance with our liquidity policy; (2) maintain a balance of high-quality, diversified investments to minimize risk; (3) provide collateral for pledging requirements; (4) generate a reasonable rate of return within the context of our liquidity and credit risk objectives; and (5) help mitigate interest rate risk. The board has delegated to our President and Chief Executive Officer the primary responsibility for oversight and implementation of daily investment activities. The President and Chief Executive Officer has appointed investment officers to assist in overseeing our investing activities and strategies. The authorized officers are our President and Chief Executive Officer, Treasurer and Chief Operating Officer and Vice President of Financial Markets. Investment officers may purchase or sell on our behalf up to $2.0 million of individual securities and up to $10.0 million in the aggregate per calendar month. Amounts that exceed those thresholds require the approval of the board of directors. The board of directors reviews the activities of the investment officers at each of its meetings.
Our current investment policy authorizes us to invest in various types of investment grade investment securities and liquid assets, including U.S. Treasury obligations (up to 55% of our total investment portfolio), securities of various government-sponsored enterprises (up to 55% of our investment portfolio), corporate debt (up to 45% of our total investment portfolio), mortgage-backed securities (up to 75% of our total investment portfolio), collateralized mortgage obligations (up to 45% of our total investment portfolio), asset-backed securities (up to 10% of our total investment portfolio), municipal obligations (up to 55% of our total investment portfolio), mutual funds (up to 10% of our total investment portfolio) and certificates of deposit of federally insured institutions (up to 10% of our total investment portfolio). We do not engage in any investment hedging activities or trading activities, nor do we purchase any high-risk mortgage derivative products, corporate junk bonds, or certain types of structured notes.
Generally accepted accounting principles require that, at the time of purchase, we designate a debt security as held-to-maturity, available-for-sale, or trading, depending on our ability and intent to hold such security. Debt ssecurities designated as available for sale are reported at fair value, while debt securities designated as held to maturity are reported at amortized cost.
At June 30, 2021, our investment portfolio totaled $107.4 million, which consisted of debt obligations, mortgage-backed securities and collateralized mortgage obligations issued by U.S. government-sponsored enterprises as well as corporate and municipal bonds. At such date, $105.1 million was designated as held to maturity. At June 30, 2021, we also owned $453,000 of Federal Home Loan Bank of Boston stock. As a member of Federal Home Loan Bank of Boston, we are required to purchase stock in the Federal Home Loan Bank of Boston, which is carried at cost and classified as a restricted investment.
For additional information regarding our investment securities portfolio, see Note 3 to the notes to our consolidated financial statements.
Sources of Funds
General. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also use borrowings, primarily Federal Home Loan Bank of Boston advances, to supplement cash flow needs, lengthen the maturities of liabilities for interest rate risk purposes and to manage the cost of funds. In addition, we receive funds from scheduled loan payments, loan prepayments, maturities, pre-payments and calls of securities, retained earnings and income on earning assets. While scheduled loan payments and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions and levels of competition.
71
Deposits. Our deposits are generated primarily from residents within our primary market area. We offer a selection of deposit accounts, including non-interest-bearing checking accounts, interest-bearing checking accounts, money market accounts, savings accounts and certificates of deposit. Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate. At June 30, 2021, our core deposits, which are deposits other than certificates of deposit, were $173.1 million, representing 60.8% of total deposits. As part of our business strategy, we intend to continue our effort to increase our core deposits while allowing higher-cost certificates of deposit to run off upon maturity.
Interest rates, maturity terms, service fees and withdrawal penalties are established on a periodic basis. Deposit rates and terms are based primarily on current operating strategies and market rates, liquidity requirements, rates paid by competitors and growth goals. The variety of deposit accounts that we offer allows us to be competitive in generating deposits and to respond with flexibility to changes in our customers demands. Our ability to gather deposits is impacted by the competitive market in which we operate, which includes numerous financial institutions of varying sizes offering a wide range of products. We believe that deposits are a stable source of funds, but our ability to attract and maintain deposits at favorable rates will be affected by market conditions, including competition and prevailing interest rates.
The following table sets forth the distribution of total deposits by account type at the dates indicated.
As of June 30, 2021 and 2020, the aggregate amount of uninsured deposits (deposits in amounts greater than or equal to $250,000, which is the maximum amount for federal deposit insurance) was $26.4 million and $24.1 million, respectively. In addition, as of June 30, 2021, the aggregate amount of all our uninsured certificates of deposit was $10.8 million. We have no deposits that are uninsured for any reason other than being in excess of the maximum amount for federal deposit insurance. The following table sets forth the maturity of the uninsured certificates of deposit as of June 30, 2021.
At
June 30, 2021 |
||||
(In thousands) | ||||
Maturity Period: |
||||
Three months or less |
$ | 2,381 | ||
Over three through six months |
242 | |||
Over six through twelve months |
2,019 | |||
Over twelve months |
6,190 | |||
|
|
|||
Total |
$ | 10,832 | ||
|
|
Borrowed Funds. We may obtain advances from the Federal Home Loan Bank of Boston upon the security of our capital stock in the Federal Home Loan Bank of Boston and certain of our mortgage loans. Such advances may be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. We use such advances to provide short-term funding as a supplement to our deposits. To the extent such borrowings have different terms to repricing than our deposits, they can change our interest rate risk profile. At June 30, 2021, we had $918,000 in advances from the Federal Home Loan Bank of Boston. At June 30, 2021, we had the capacity to borrow an additional $65.0 million in Federal Home Loan Bank of Boston advances.
72
Additionally, at June 30, 2021 we had a $2.4 million available line of credit with the Federal Home Loan Bank of Boston, none of which was drawn at June 30, 2021.
Properties
We conduct our operations from our main office in Quincy, Massachusetts and two additional branch offices in Holbrook and Weymouth, Massachusetts. We also maintain a limited branch office located within, and only available to residents of, a senior citizen housing facility in Quincy, Massachusetts. All of our branch offices are located in Norfolk County, Massachusetts. As of June 30, 2021, the net book value of our real properties, including land buildings and building improvements, was $3.1 million.
Subsidiary Activities
Upon completion of the conversion, Colonial Federal Savings Bank will become the wholly owned subsidiary of CFSB Bancorp, Inc. Colonial Federal Savings Bank has one subsidiary, Beach Street Securities Corporation, which was incorporated in Massachusetts in 1997 to buy, sell and hold investments for its own account.
Legal Proceedings
We are not involved in any pending legal proceedings as a plaintiff or defendant other than routine legal proceedings occurring in the ordinary course of business, and at June 30, 2021, we were not involved in any legal proceedings, the outcome of which would be material to our financial condition or results of operations.
Expense and Tax Allocation
Colonial Federal Savings Bank will enter into an agreement with CFSB Bancorp, Inc. to provide it with certain administrative support services for compensation not less than the fair market value of the services provided. In addition, Colonial Federal Savings Bank and CFSB Bancorp, Inc. will enter into an agreement to establish a method for allocating and for reimbursing the payment of their consolidated tax liability.
Personnel
As of June 30, 2021, we had 31 full-time equivalent employees. Our employees are not represented by any collective bargaining group. Management believes that we have a good working relationship with our employees.
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Colonial Federal Savings Bank is, and 15 Beach, MHC and CFSB Bancorp, Inc. will be, subject to federal and state income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal and state taxation is intended only to summarize material income tax matters and is not a comprehensive description of the tax rules applicable to 15 Beach, MHC, CFSB Bancorp, Inc. and Colonial Federal Savings Bank.
Our federal and state tax returns have not been audited for the past five years.
Federal Taxation
Method of Accounting. For federal income tax purposes, Colonial Federal Savings Bank currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31 for filing its federal income tax returns. Prospectively, Colonial Federal Savings Bank is considering changing its tax reporting to a fiscal year ending June 30. CFSB Bancorp, Inc. and Colonial Federal Savings Bank will file a consolidated federal income tax return. The Small Business Protection Act of 1996 eliminated the use of the reserve method of accounting for income taxes on bad debt reserves by savings institutions with more than $500 million in assets. For taxable years beginning after 1995, Colonial Federal Savings Bank has been subject to the same bad debt reserve rules as commercial banks. It currently utilizes the experience method under Section 585(b)(2) of the Internal Revenue Code of 1986, as amended (the Internal Revenue Code).
Net Operating Loss Carryovers. Effective with the passage of the Tax Cuts and Jobs Act, net operating loss carrybacks are no longer permitted, and net operating losses are allowed to be carried forward indefinitely. Net operating loss carryforwards arising from tax years beginning after January 1, 2018 are limited to offset a maximum of 80% of a future years taxable income.
Capital Loss Carryovers. Generally, a financial institution may carry back capital losses to the preceding three taxable years and forward to the succeeding five taxable years. Any capital loss carryback or carryover is treated as a short-term capital loss for the year to which it is carried. As such, it is grouped with any other capital losses for the year to which carried and is used to offset any capital gains. Any loss remaining after the five-year carryover period that has not been deducted is no longer deductible. At June 30, 2021, Colonial Federal Savings Bank had no capital loss carryovers.
Corporate Dividends. CFSB Bancorp, Inc. may generally exclude from its income 100% of dividends received from Colonial Federal Savings Bank as a member of the same affiliated group of corporations.
State Taxation
Financial institutions in Massachusetts are required to file combined income tax returns. The current Massachusetts excise tax rate for financial institutions is 9.0% of federal taxable income, adjusted for certain items. Taxable income includes gross income as defined under the Internal Revenue Code, plus interest from bonds, notes and evidences of indebtedness of any state, including Massachusetts, less deductions, but not the credits, allowable under the provisions of the Internal Revenue Code, except for those deductions relating to dividends received and income or franchise taxes imposed by a state or political subdivision. Carryforwards and carrybacks of net operating losses and capital losses are not allowed.
A financial institution or business corporation is generally entitled to special tax treatment as a security corporation under Massachusetts law provided that: (1) its activities are limited to buying, selling, dealing in or holding securities on its own behalf and not as a broker; and (2) it has applied for, and received, classification as a security corporation by the Commissioner of the Massachusetts Department of Revenue. A security corporation that is also a bank holding company under the Internal Revenue Code must pay a tax equal to 0.33% of its gross income. A security corporation that is not a bank holding company under the Internal Revenue Code must pay a tax equal to 1.32% of its gross income. Beach Street Securities Corporation is qualified as a security corporation. As such, it has received security corporation classification by the Massachusetts Department of Revenue and does not conduct any activities deemed impermissible under the governing statutes and the various regulations, directives, letter rulings and administrative pronouncements issued by the Massachusetts Department of Revenue.
74
General
As a federal savings bank, Colonial Federal Savings Bank is subject to examination, supervision and regulation, primarily by the Office of the Comptroller of the Currency, and, secondarily, by the FDIC as deposit insurer. The federal system of regulation and supervision establishes a comprehensive framework of activities in which Colonial Federal Savings Bank may engage and is intended primarily for the protection of depositors and the FDICs Deposit Insurance Fund and not for the protection of security holders. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies. That includes with respect to the classification of assets and the establishment of loan loss reserves for regulatory purposes. In addition, Colonial Federal Savings Bank is a member of and owns stock in the Federal Home Loan Bank of Boston, which is one of the 11 regional banks in the Federal Home Loan Bank System.
Under this system of regulation, the regulatory authorities have extensive discretion in connection with their supervisory, enforcement, rulemaking and examination activities and policies, including rules or policies that: establish minimum capital levels; restrict the timing and amount of dividend payments; govern the classification of assets; provide oversight for the adequacy of loan loss reserves for regulatory purposes; and establish the timing and amounts of assessments and fees. Moreover, as part of their examination authority, the banking regulators assign numerical ratings to banks and savings institutions relating to capital, asset quality, management, liquidity, earnings, interest rate sensitivity and other factors. These ratings are inherently subjective and the receipt of a less than satisfactory rating in one or more categories may result in enforcement action by the banking regulators against a financial institution. A less than satisfactory rating may also prevent a financial institution from obtaining necessary regulatory approvals to access the capital markets, pay dividends, acquire other financial institutions or establish new branches.
In addition, we must comply with significant anti-money laundering and anti-terrorism laws and regulations, Community Reinvestment Act laws and regulations, and fair lending laws and regulations. Government agencies have the authority to impose monetary penalties and other sanctions on institutions that fail to comply with these laws and regulations, which could significantly affect our business activities, including our ability to acquire other financial institutions or expand our branch network.
As a savings and loan holding company, CFSB Bancorp, Inc. will be required to comply with the rules and regulations of the Federal Reserve Board. It will be subject to examination and supervision by, and be required to file certain reports with, the Federal Reserve Board. CFSB Bancorp, Inc. will also be subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.
Any change in applicable laws or regulations, whether by the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Federal Reserve Board, the Securities and Exchange Commission or Congress, could have a material adverse impact on the operations and financial performance of CFSB Bancorp, Inc. and Colonial Federal Savings Bank.
Set forth below are certain material regulatory requirements that are applicable to Colonial Federal Savings Bank and CFSB Bancorp, Inc. This description of statutes and regulations is not intended to be a complete description of such statutes and regulations and their effects on Colonial Federal Savings Bank and CFSB Bancorp, Inc. Any change in these laws or regulations, whether by Congress or the applicable regulatory agencies, could have a material adverse impact on CFSB Bancorp, Inc., Colonial Federal Savings Bank and their operations.
Federal Banking Regulation
Business Activities. A federal savings bank derives its lending and investment powers from the Home Owners Loan Act, as amended, and applicable federal regulations. Under these laws and regulations, Colonial Federal Savings Bank may generally invest in mortgage loans secured by residential and commercial real estate, commercial and industrial and consumer loans, certain types of debt securities and certain other assets, subject to applicable limits. Colonial Federal Savings Bank may also establish, subject to specified investment limits, operating subsidiaries that may engage in certain activities not otherwise permissible for Colonial Federal Savings Bank, including real estate investment and securities and insurance brokerage.
75
The Office of the Comptroller of the Currency issued a final rule in 2019 implementing a section of the Economic Growth, Regulatory Relief and Consumer Protection Act (EGRRCPA) that permits an eligible federal savings bank with assets of $20.0 billion or less as of December 31, 2017 to elect to operate with the business powers of a national bank, generally subject to the same limitations and restrictions, without converting to a national bank charter. A federal savings bank that makes the so-called covered savings association election must divest any activities or investments that are not permitted for a national bank. Colonial Federal Savings Bank had not made such an election as of June 30, 2021.
Capital Requirements. Federal regulations require federally-insured depository institutions, to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets ratio of 8.0% and a Tier 1 capital to total assets leverage ratio of 4.0%.
In determining the amount of risk-weighted assets for calculating risk-based capital ratios, all assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk-weight factor assigned by the regulations based on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. Common equity Tier 1 capital is generally defined as common stockholders equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital. Additional Tier 1 capital includes certain non-cumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations. In assessing an institutions capital adequacy, the Office of the Comptroller of the Currency takes into consideration not only these numeric factors, but qualitative factors as well, and has the authority to establish higher capital requirements for individual institutions where deemed necessary.
In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a capital conservation buffer consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements.
EGRRCPA required the federal banking agencies, including the Office of the Comptroller of the Currency, to establish a community bank leverage ratio of between 8% and 10% for institutions with assets of less than $10 billion. Institutions with a capital level at or exceeding the ratio and otherwise meeting the specified requirements, and electing the alternative framework, are considered to comply with the applicable regulatory capital requirements, including the risk-based requirements. Final rules issued by the agencies established the community bank leverage ratio at 9% Tier 1 capital to total average assets, effective January 1, 2020. A qualifying institution may opt in and out of the community bank leverage ratio framework on its quarterly call report. An institution that temporarily ceases to meet any qualifying criteria is provided with a two-quarter grace period to regain compliance. Failure to meet the qualifying criteria within the grace period or maintain-a leverage ratio of 8% or greater requires the institution to comply with the generally applicable regulatory capital requirements.
The CARES Act lowered the community bank leverage ratio to 8%, with a federal regulation making the reduced ratio effective April 23, 2020. Another regulation was issued to transition back to the 9% community bank leverage ratio by increasing the ratio to 8.5% for calendar year 2021 and to 9% thereafter. The Company did not opt into the community bank leverage ratio framework.
At June 30, 2021, Colonial Federal Savings Banks capital exceeded all applicable requirements.
Loans-to-One Borrower. Generally, a federal savings bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be loaned, equal to 10% of unimpaired capital and surplus, if secured by readily marketable collateral, which generally includes certain financial instruments (but not real estate). As of June 30, 2021, Colonial Federal Savings Bank was in compliance with the loans-to-one borrower limitations.
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Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation and other operational and managerial standards as the agency deems appropriate. Interagency guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. Failure to implement such a plan can result in further enforcement action, including the issuance of a cease and desist order or the imposition of civil money penalties.
Prompt Corrective Action. Federal law requires, among other things, that federal bank regulators take prompt corrective action with respect to institutions that do not meet minimum capital requirements. For this purpose, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Under applicable regulations, an institution is deemed to be well capitalized if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is adequately capitalized if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is undercapitalized if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be significantly undercapitalized if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of less than 3.0%. An institution is considered to be critically undercapitalized if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.
At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on the payment of dividends, and restrictions on the acceptance of brokered deposits. Furthermore, if an insured depository institution is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the appropriate federal banking agency, and the holding company must guarantee the performance of that plan. Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized, or undercapitalized may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment. An undercapitalized banks compliance with a capital restoration plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5.0% of the institutions total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an undercapitalized bank fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. Significantly undercapitalized banks must comply with one or more additional restrictions, including a regulatory order to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, ceasing receipt of deposits from correspondent banks, dismissal of directors or officers, and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. Critically undercapitalized institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status.
The previously referenced final rule establishing an elective community bank leverage ratio regulatory capital framework provides that a qualifying institution whose capital exceeds the community bank leverage ratio and opts to use that framework will be considered well-capitalized for purposes of prompt corrective action.
At June 30, 2021, Colonial Federal Savings met the criteria for being considered well capitalized.
Capital Distributions. Federal regulations govern capital distributions by a federal savings bank, which include cash dividends and other transactions charged to the savings banks capital account. A federal savings bank must file an application with the Office of the Comptroller of the Currency for approval of a capital distribution if:
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the total capital distributions for the applicable calendar year exceed the sum of the savings banks net income for that year to date plus the savings banks retained net income for the preceding two years; |
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the savings bank would not be at least adequately capitalized following the distribution; |
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the distribution would violate any applicable statute, regulation, agreement or regulatory condition; or |
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the savings bank is not eligible for expedited treatment of its filings, generally due to an unsatisfactory regulatory rating or being subject to a cease and desist order or formal written agreement that requires action to improve the institutions financial condition. |
Even if an application is not otherwise required, every savings bank that is a subsidiary of a savings and loan holding company must file a notice with the Federal Reserve Board at least 30 days before the board of directors declares a dividend or approves a capital distribution.
An application or notice related to a capital distribution may be disapproved if:
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the federal savings bank would be undercapitalized following the distribution; |
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the proposed capital distribution raises safety and soundness concerns; or |
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the capital distribution would violate a prohibition contained in any statute, regulation or agreement. |
In addition, the Federal Deposit Insurance Act generally provides that an insured depository institution may not make any capital distribution if, after making such distribution, the institution would fail to meet any applicable regulatory capital requirement.
Community Reinvestment Act and Fair Lending Laws. All federal savings banks have a responsibility under the Community Reinvestment Act and related regulations to help meet the credit needs of their communities, including low- and moderate-income borrowers. The Office of the Comptroller of the Currency is required to assess the federal savings banks record of compliance with the Community Reinvestment Act. A savings banks failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in denial of certain corporate applications such as branches or mergers, or in restrictions on its activities. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the Office of the Comptroller of the Currency, as well as other federal regulatory agencies and the Department of Justice.
In June 2020, the Office of the Comptroller of the Currency issued a final rule clarifying and expanding the activities that qualify for Community Reinvestment Act credit and, according to the agency, seeking to create a more consistent and objective method for evaluating Community Reinvestment Act performance. The final rule was effective October 1, 2020, but compliance with certain of the revised requirements is not mandatory for institutions of Colonial Federal Savings Banks asset size until January 1, 2024.
The Community Reinvestment Act requires all institutions insured by the FDIC to publicly disclose their rating. Colonial Federal Savings Bank received an Satisfactory Community Reinvestment Act rating in its most recent federal evaluation.
Transactions with Related Parties. A federal savings banks authority to engage in transactions with its affiliates is limited by Sections 23A and 23B of the Federal Reserve Act and federal regulation. An affiliate is generally a company that controls, or is under common control with an insured depository institution such as Colonial Federal Savings Bank. CFSB Bancorp, Inc. will be an affiliate of Colonial Federal Savings Bank because of its control of Colonial Federal Savings Bank. In general, transactions between an insured depository institution and its affiliates are subject to certain quantitative limits and collateral requirements. In addition, federal regulations prohibit a savings bank from lending to any of its affiliates that are engaged in activities that are not permissible for bank holding companies and from purchasing the securities of any affiliate, other than a subsidiary. Finally, transactions with affiliates must be consistent with safe and sound banking practices, not involve the purchase of low-quality assets from an affiliate and be on terms that are as favorable to the institution as comparable transactions with non-affiliates.
Colonial Federal Savings Banks authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons, is currently governed by the requirements of
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Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board. Among other things, these provisions generally require that extensions of credit to insiders:
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be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and |
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not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of Colonial Federal Savings Banks capital. |
In addition, extensions of credit in excess of certain limits must be approved by Colonial Federal Savings Banks board of directors. Extensions of credit to executive officers are subject to additional limits based on the type of extension involved.
Enforcement. The Office of the Comptroller of the Currency has primary enforcement responsibility over federal savings banks and has authority to bring enforcement action against all institution-affiliated parties, including directors, officers, stockholders, attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on a federal savings bank. Formal enforcement action by the Office of the Comptroller of the Currency may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors of the institution to the appointment of a receiver or conservator. Civil penalties cover a wide range of violations and actions, and range up to $25,000 per day, unless a finding of reckless disregard is made, in which case penalties may be as high as $1.0 million per day. The FDIC also has the authority to terminate deposit insurance or recommend to the Office of the Comptroller of the Currency that enforcement action be taken with respect to a particular savings bank. If such action is not taken, the FDIC has authority to take the action under specified circumstances.
Branching. A federal savings bank that has not elected covered savings association status generally has authority to establish branches in any state or states of the United States and its territories. Such authority is subject to Office of the Comptroller of the Currency approval for new branches.
Insurance of Deposit Accounts. The Deposit Insurance Fund of the FDIC insures deposits at FDIC-insured financial institutions such as Colonial Federal Savings Bank generally up to a maximum of $250,000 per separately insured depositor. The FDIC charges insured depository institutions premiums to maintain the Deposit Insurance Fund.
Under the FDICs risk-based assessment system, institutions deemed less risky pay lower FDIC assessments. Assessments for institutions of less than $10 billion of assets are based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of an institutions failure within three years.
The FDIC has authority to increase insurance assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of Colonial Federal Savings Bank. Colonial Federal Savings Bank cannot predict what assessment rates will be in the future.
Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. We do not currently know of any practice, condition or violation that may lead to termination of our deposit insurance.
Privacy Regulations. Federal regulations generally require that Colonial Federal Savings Bank disclose its privacy policy, including identifying with whom it shares a customers non-public personal information, to customers at the time of establishing the customer relationship and annually thereafter. In addition, Colonial Federal Savings Bank is required to provide its customers with the ability to opt-out of having their personal information shared with unaffiliated third parties and not to disclose account numbers or access codes to non-affiliated third parties for marketing purposes. Colonial Federal Savings Bank currently has a privacy protection policy in place and believes that such policy complies with the regulations.
USA PATRIOT Act. Colonial Federal Savings Bank is subject to the USA PATRIOT Act, which gives federal agencies additional powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements.
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The USA PATRIOT Act contains provisions intended to encourage information sharing among bank regulatory agencies and law enforcement bodies and imposes affirmative obligations on financial institutions, such as enhanced recordkeeping and customer identification requirements.
Prohibitions Against Tying Arrangements. Federal savings banks are prohibited, subject to certain exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution.
Other Regulations
Interest and other charges collected or contracted for by Colonial Federal Savings Bank are subject to state usury laws and federal laws concerning interest rates. Loan operations are also subject to state and federal laws applicable to credit transactions, such as the:
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Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; |
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Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; |
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Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, color, religion, national origin and other prohibited factors in extending credit; |
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Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies; |
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Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; |
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Truth in Savings Act, governing disclosures with respect to deposit accounts; and |
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rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws. |
The deposit operations of Colonial Federal Savings Bank also are subject to the:
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Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; |
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Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers rights and liabilities arising from the use of automated teller machines and other electronic banking services; and |
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Check Clearing for the 21st Century Act (also known as Check 21), which gives substitute checks, such as digital check images and copies made from that image, the same legal standing as the original paper check. |
Federal Home Loan Bank System
Colonial Federal Savings Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks. The Federal Home Loan Bank provides a central credit facility primarily for member institutions. Members of the Federal Home Loan Bank are required to acquire and hold shares of capital stock in the Federal Home Loan Bank. Colonial Federal Savings Bank was in compliance with this requirement at June 30, 2021. Based on redemption provisions of the Federal Home Loan Bank of Boston, the stock has no quoted market value and is carried at cost. Colonial Federal Savings Bank reviews for impairment, based on the ultimate recoverability, the cost basis of the Federal Home Loan Bank of Boston stock. At June 30, 2021, no impairment had been recognized.
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Holding Company Regulation
General. CFSB Bancorp, Inc. and 15 Beach, MHC will be savings and loan holding companies within the meaning of the Home Owners Loan Act. As such, CFSB Bancorp, Inc. and 15 Beach, MHC will be registered with the Federal Reserve Board and subject to the regulation, examination, supervision and reporting requirements applicable to savings and loan holding companies. In addition, the Federal Reserve Board has enforcement authority over CFSB Bancorp, Inc., 15 Beach, MHC and its non-savings institution subsidiaries. Among other things, this authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a serious risk to Colonial Federal Savings Bank.
Permissible Activities. Under present law, the business activities of CFSB Bancorp, Inc. and 15 Beach, MHC are generally limited to those activities permissible for financial holding companies under Section 4(k) of the Bank Holding Company Act of 1956, as amended, provided certain conditions are met and financial holding company status is elected, and for multiple savings and loan holding companies. A financial holding company may engage in activities that are financial in nature, including underwriting equity securities and insurance as well as activities that are incidental to financial activities or complementary to a financial activity. A multiple savings and loan holding company is generally limited to activities permissible for bank holding companies under Section 4(c)(8) of the Bank Holding Company Act, subject to regulatory approval, and certain additional activities authorized by federal regulations. CFSB Bancorp, Inc. and 15 Beach, MHC have not elected financial holding company status.
Federal law prohibits a savings and loan holding company, including CFSB Bancorp, Inc. and 15 Beach, MHC, directly or indirectly, or through one or more subsidiaries, from acquiring more than 5% of another savings association or savings and loan holding company, without prior Federal Reserve Board approval. In evaluating applications by holding companies to acquire savings institutions, the Federal Reserve Board considers factors such as the financial and managerial resources, future prospects of the company and institution involved, the effect of the acquisition on and the risk to the federal deposit insurance fund, the convenience and needs of the community and competitive factors.
The Federal Reserve Board is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions:
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the approval of interstate supervisory acquisitions by savings and loan holding companies; and |
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the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisition. |
Capital. Savings and loan holding companies with less than $3.0 billion in consolidated assets are generally not subject to the regulatory capital requirements unless otherwise advised by the Federal Reserve Board.
Source of Strength. The Dodd-Frank Act extended the source of strength doctrine to savings and loan holding companies. The Federal Reserve Board has issued regulations requiring that all savings and loan holding companies serve as a source of financial and managerial strength to their subsidiary depository institutions.
Dividends and Stock Repurchases. The Federal Reserve Board has issued a policy statement regarding the payment of dividends and the repurchase of shares of common stock by holding companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organizations capital needs, asset quality and overall supervisory financial condition. Federal Reserve Board regulatory guidance provides for prior consultation with Federal Reserve Bank staff concerning dividends in certain circumstances such as where the companys net income for the past four quarters, net of capital distributions previously paid over that period, is insufficient to fully fund the dividend or the companys overall rate or earnings retention is inconsistent with the companys capital needs and overall financial condition. The ability of a holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. Federal Reserve Board guidance also states that a holding company should inform Federal Reserve Bank supervisory staff prior to redeeming or repurchasing common stock or perpetual preferred stock if the holding company is experiencing financial weaknesses or the repurchase or redemption would result in a net reduction, at the end of a quarter, in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred. These regulatory policies may affect the ability of CFSB Bancorp, Inc. to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions.
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Waivers of Dividends by 15 Beach, MHC. CFSB Bancorp, Inc. may pay dividends on its common stock to public stockholders. If it does, it is also required to pay dividends to 15 Beach, MHC, unless 15 Beach, MHC elects to waive the receipt of dividends. 15 Beach, MHC must receive the approval of the Federal Reserve Board before it may waive the receipt of any dividends from CFSB Bancorp, Inc. The Federal Reserve Board has issued an interim final rule providing that it will not object to dividend waivers under certain circumstances, including circumstances where the waiver is not detrimental to the safe and sound operation of the savings bank and a majority of the mutual holding companys members have approved the waiver of dividends by the mutual holding company within the previous twelve months. In addition, for a non-grandfathered mutual holding company such as 15 Beach, MHC, each officer or director of CFSB Bancorp, Inc. and Colonial Federal Savings Bank, and any tax-qualified stock benefit plan or non-tax-qualified stock benefit plan in which such individual participates that holds any shares of stock to which the waiver would apply, must waive the right to receive any such dividend declared. In addition, any dividends waived by 15 Beach, MHC must be considered in determining an appropriate exchange ratio in the event of a conversion of the mutual holding company to stock form.
Change in Control Regulations
Under the Change in Bank Control Act, no person may acquire control of a savings and loan holding company, such as CFSB Bancorp, unless the Federal Reserve Board has been given 60 days prior written notice and has not issued a notice disapproving the proposed acquisition, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition. Control, as defined under federal law, means ownership, control of or holding irrevocable proxies representing more than 25% of any class of voting stock, control in any manner of the election of a majority of the institutions directors, or a determination by the regulator that the acquirer has the power, directly or indirectly, to exercise a controlling influence over the management or policies of the institution. There is a presumption of control upon the acquisition of 10% or more of a class of voting stock under certain circumstances, such as where the holding company involved has its shares registered under the Securities Exchange Act of 1934.
The Federal Reserve Board has adopted a final rule, effective September 30, 2020, that revises its framework for determining whether a company has a controlling influence over a bank or savings and loan holding company for purposes of the Bank Holding Company Act and the Savings and Loan Holding Company Act.
Federal Securities Laws
CFSB Bancorp, Inc. common stock will be registered with the Securities and Exchange Commission after the conversion and offering. CFSB Bancorp, Inc. will be subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.
The registration under the Securities Act of 1933 of shares of common stock issued in CFSB Bancorp, Inc.s public offering does not cover the resale of those shares. Shares of common stock purchased by persons who are not affiliates of CFSB Bancorp, Inc. may be resold without registration. Shares purchased by an affiliate of CFSB Bancorp, Inc. will be subject to the resale restrictions of Rule 144 under the Securities Act of 1933. If CFSB Bancorp, Inc. meets the current public information requirements of Rule 144 under the Securities Act of 1933, each affiliate of CFSB Bancorp, Inc. that complies with the other conditions of Rule 144, including those that require the affiliates sale to be aggregated with those of other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1% of the outstanding shares of CFSB Bancorp, or the average weekly volume of trading in the shares during the preceding four calendar weeks.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002 is intended to improve corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. We have policies, procedures and systems designed to comply with these regulations, and we review and document such policies, procedures and systems to ensure continued compliance with these regulations.
Emerging Growth Company Status
CFSB Bancorp, Inc. is an emerging growth company. For as long as CFSB continues to be an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to
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other public companies but not to emerging growth companies, including, but not limited to, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, CFSB Bancorp, Inc. also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that its independent auditors review and attest as to the effectiveness of its internal control over financial reporting. CFSB Bancorp, Inc. has also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Such an election is irrevocable during the period a company is an emerging growth company. Accordingly, its financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.
A company loses emerging growth company status on the earlier of: (1) the last day of the fiscal year of the company during which it had total annual gross revenues of $1.0 billion or more; (2) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the company pursuant to an effective registration statement under the Securities Act of 1933; (3) the date on which such company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (4) the date on which such company is deemed to be a large accelerated filer under Securities and Exchange Commission regulations (generally, at least $700 million of voting and non-voting equity held by non-affiliates).
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Our Directors
The board of directors of CFSB Bancorp, Inc. will initially consist of seven members. Directors will serve three-year staggered terms so that approximately one-third of the directors will be elected at each annual meeting of stockholders. Because 15 Beach, MHC will own a majority of our outstanding common stock, we will be a controlled company within the meaning of the Nasdaq corporate governance guidelines. As a controlled company, we will be exempt from certain requirements, including that a majority of our board of directors be independent under those standards, and that executive compensation and director nominations be overseen by independent directors. However, at the present time, we have determined that each of our directors, other than Michael E. McFarland, would be considered independent under the Nasdaq Stock Market corporate governance listing standards. See Board Independence.
The following table states our directors names, their ages as of June 30, 2021, and the calendar years when they began serving as directors of Colonial Federal Savings Bank.
Directors |
Position |
Age | Director Since |
Current Term
to Expire |
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James M. OLeary, Jr. |
Chairman of the Board | 65 | 2014 | 2024 | ||||
Michael E. McFarland |
President and Chief Executive Officer | 67 | 1994 | 2022 | ||||
Paul N. Baharian |
Director | 75 | 2000 | 2023 | ||||
Robert Guarnieri |
Director | 74 | 1989 | 2023 | ||||
Edward J. Keohane |
Director | 77 | 1980 | 2022 | ||||
Stephen D. Marini |
Director | 75 | 1997 | 2024 | ||||
Tracy L. Wilson |
Director | 51 | 2018 | 2022 |
The business experience for the past five years of each of our directors is set forth below. The biographies also contain information regarding the persons experience, qualifications, attributes or skills that caused the board of directors to determine that the person should serve as a director. Unless otherwise indicated, directors have held their positions for the past five years.
Paul N. Baharian has over 40 years of experience in congregate elderly housing serving as the Executive Director of 1000 Southern Artery in Quincy, Massachusetts. He retired in 2010. Mr. Baharian currently serves on the Board of Trustees of 1000 Southern Artery. Mr. Baharian also has both commercial and residential banking experience with the South Shore National Bank prior to joining 1000 Southern Artery. Mr. Baharian has extensive experience in management, customer service and employee relations. Mr. Baharian has been involved in many civic and community projects over the years.
Robert Guarnieri is the retired President and Chief Executive Officer of Colonial Federal Savings Bank. Mr. Guarnieri has been associated with Colonial Federal Savings Bank since 1975 and had served as Controller, Treasurer before being elected as the President and Chief Executive Officer and a director in 1989. He also served as Chairman of the Board for five years. Mr. Guarnieri formerly worked at the accounting firm of KPMG. He was a certified public accountant for many years. Mr. Guarnieri has a strong banking and accounting background and an excellent track record in sales, customer assessment, risk management and team building. Over the years he has served on numerous boards in the congregate housing industry and various charitable endeavors.
Edward Keohane is the past Chairman of the Board of Colonial Federal Savings Bank. Mr. Keohane is the retired president of Keohane Funeral Service in Quincy, Massachusetts. Mr. Keohane is associated with Keohane Funeral Service in an advisory and mentoring role. Mr. Keohane has extensive experience in the service industry and in employee recruitment, retention and professional development. Mr. Keohane has been involved in the business community serving both nationally and locally. Mr. Keohane is a former president and director of National Selected Morticians. He is also one of the founders of the Quincy Chamber of Commerce and served as its first president. He brings a wealth of business knowledge, community and civic involvement to Colonial Federal Savings Bank.
Stephen D. Marini has over 40 years of experience as a certified public accountant and an auditor. He is a retired vice president of the firm of Gerald T. Reilly & Co. CPAs. Mr. Marini serves as Chairman of the Audit
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Committee. Mr. Marini also served on the Board of the former Braintree Savings Bank. Mr. Marini has significant experience building relationships with clients and developing employees. Mr. Marini had served as a director of the South Shore Chamber of Commerce for many years and has been involved in many non-profit and charitable endeavors.
Michael E. McFarland is the President and Chief Executive Officer of Colonial Federal Savings Bank. He has served in this position for nine years. Mr. McFarlands position as President and Chief Executive Officer fosters clear accountability, effective decision making, a clear and direct channel of communication from senior management to the full board of directors, and alignment on corporate strategy. Mr. McFarland has served as an elected member of both the Quincy City Council and the Quincy School Committee. He currently serves as the Vice Chairman of the Norfolk County Agricultural High School Board of Trustees in Walpole, Massachusetts. Mr. McFarland has been involved in many community and civic endeavors including past board member of both the Quincy and South Shore Chambers of Commerce. He is a member of the Quincy Retirement Board and also serves on the Quincy Affordable Housing Trust. Mr. McFarland serves on the Board of Trustees of 1000 Southern Artery in Quincy.
James OLeary is the Chairman of the Board of Colonial Federal Savings Bank. He was elected Chairman in 2018. Mr. OLeary is the President of Milton E. T. Lawrence Company, a group insurance provider. Mr. OLeary has extensive experience in insurance, employee benefit plans and risk management. He brings a wealth of knowledge of local contacts, sales experience, extensive insights into customers and the local real estate market. Mr. OLeary is a member of the BID Milton Hospital Board of Advisors. He is actively involved in a variety of civic and educational institutions.
Tracy L. Wilson is a life-long resident of Quincy, Massachusetts. Ms. Wilson is an attorney and president of the Law Offices of Tracy Wilson, P.C., with offices located in Quincy and Canton, Massachusetts. Ms. Wilson is a former Norfolk County Assistant District Attorney. Ms. Wilson brings considerable legal perspective to both policy and employment matters. She is active in the local legal community, specializing in probate/estate, guardianship, civil litigation, divorce/family law and mediation/conciliation. Ms. Wilson has raised thousands of dollars for Childrens Hospital-Boston running with the Miles for Miracles Team in the Boston Marathon. She remains active in the community, participates in various local charity and civic organizations, and is a long-time sponsor and supporter of local youth sports and the arts.
Executive Officers Who Are Not Directors
The following sets forth information regarding our executive officers who are not directors. Age information is as of June 30, 2021. The executive officers of CFSB Bancorp, Inc. will be and Colonial Federal Savings Bank are elected annually.
Susan Shea, age 63, has been employed at Colonial Federal Savings Bank since 1978 and is currently our Treasurer and Chief Operating Officer, positions she has held since 2013. Ms. Shea serves as a member of the Loan Committee, Asset Review Committee, Asset/Liability Committee, Compliance Committee and IT Steering Committee.
Kemal A. Denizkurt, age 55, is the Vice President of Financial Markets. He joined Colonial Federal Savings Bank in 2000 to manage interest rate risk and the investment portfolio. Mr. Denizkurt serves as Chairman of the Asset/Liability Committee and the Compliance Committee and oversees both compliance and internal audit programs for Colonial Federal Savings Bank. He is a long-serving member of the Loan Committee, conducts internal loan review, and provides oversight of the commercial real estate participation loan portfolio including credit underwriting and monitoring. Prior to joining Colonial Federal Savings Bank, Mr. Denizkurt was a national bank examiner for the Office of Thrift Supervision, conducting safety and soundness examinations for a ten-year period. Mr. Denizkurt is a long-time member of the Zoning Board of Appeals in Weymouth, Massachusetts and currently serves as Vice Chairman.
William R. Esselstyn, age 52, is Vice President of Information Systems for Colonial Federal Savings Bank, a position he has held since 1999. He also serves as the Information Security Officer and is the Assistant Secretary of the Bank. He is a member of the Compliance Committee and IT Steering Committee and is responsible for E-Banking services. Mr. Esselstyn began his employment at Colonial Federal Savings Bank in 1987. He is active in the local Quincy and Braintree communities, and currently serves on the board and as treasurer of the Wollaston Church of the Nazarene.
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Mary Kuropatkin, age 52, is the Vice President of Retail Banking for Colonial Federal Savings Bank. She has served in this position and also as Colonial Federal Savings Banks BSA Officer since 1999. Ms. Kuropatkin began her employment with Colonial Federal in 1985. Ms. Kuropatkin serves as a member of the Asset/Liability Committee, Compliance Committee and IT Steering Committee.
Angela M. Blanchard, age 54, is the Vice President-Retail Lending and CRA Officer of Colonial Federal Savings Bank, positions she has held since 2012. She joined Colonial Federal in 1996. Ms. Blanchard serves a as member of the Loan Committee, the Asset Review Committee, the Asset/Liability Committee and the Compliance Committee. Prior to joining Colonial Federal Savings Bank, Ms. Blanchard was an Assistant Vice President Asset Manager/Commercial Loan Workout Officer for Shawmut Bank N.A.
Board Independence
The board of directors has determined that each of our directors, other than Michael E. McFarland, would be considered independent under the Nasdaq Stock Market corporate governance listing standards. In determining the independence of our directors, the board of directors considered relationships between Colonial Federal Savings Bank and our directors that are not required to be reported under Transactions With Certain Related Persons, below, consisting of deposit accounts that our directors maintain at Colonial Federal Savings Bank.
Transactions With Certain Related Persons
Federal law generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from the prohibition for loans made by federally insured financial institutions, such as Colonial Federal Savings Bank, to their executive officers and directors in compliance with federal banking regulations. At June 30, 2021, all of our loans to directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Colonial Federal Savings Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original repayment terms at June 30, 2021, and were made in compliance with federal banking regulations.
Colonial Federal Savings Bank has not entered into any transactions since January 1, 2020 in which the amount involved exceeded $120,000 and in which any related persons had or will have a direct or indirect material interest.
Committees of the Board of Directors
We conduct business through meetings of our board of directors and its committees. The board of directors of CFSB Bancorp, Inc. will establish standing committees, including a Compensation Committee, an Audit Committee and a Governance and Nominating Committee. Each of these committees will operate under a written charter, which will govern its composition, responsibilities and operations. Colonial Federal Savings Bank also has standing committees of its board of directors.
The table below sets forth the directors that will serve on each of the listed standing committees. Each member of each committee meets the Nasdaq and the Securities and Exchange Commission independence requirements for such committee. The board of directors has determined that Mr. Marini will qualify as an audit committee financial expert as such term is defined by the rules and regulations of the Securities and Exchange Commission.
Audit Committee |
Compensation Committee |
Governance and Nominating Committee |
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Paul N. Baharian | Paul N. Baharian | Paul N. Baharian | ||
Robert Guarnieri | Robert Guarnieri | Robert Guarnieri | ||
Edward J. Keohane | Edward J. Keohane | Stephen D. Marini | ||
Stephen D. Marini | Stephen D. Marini | |||
James M. OLeary, Jr. | ||||
Tracy Wilson |
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Corporate Governance Policies and Procedures
In addition to establishing committees of our board of directors, CFSB Bancorp, Inc. will adopt several written policies to govern the activities of both CFSB Bancorp, Inc. and Colonial Federal Savings Bank including corporate governance policies and a code of business conduct and ethics. The corporate governance policies are expected to involve such matters as the following:
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the composition, responsibilities and operation of our board of directors; |
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the establishment and operation of board committees, including an audit, compensation and a governance and nominating committee, the charters for which will be available on our website; |
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convening executive sessions of independent directors; and |
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our board of directors interaction with management and third parties. |
The code of business conduct and ethics, which is expected to apply to all employees and directors, will address conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations. In addition, the code of business conduct and ethics will be designed to deter wrongdoing and to promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations.
Executive Compensation
The following information is furnished for our principal executive officer and the two most highly compensated executive officers (other than the principal executive officer) whose total compensation exceeded $100,000 for the fiscal year ended June 30, 2021. These individuals, together with the principal executive officer, are sometimes referred to in this prospectus as the named executive officers.
Name and Principal Position |
Year | Salary | Bonus |
All Other
Compensation (1) |
Total | |||||||||||||
Michael E. McFarland |
2021 | $ | 281,195 | $ | 30,000 | $ | 38,302 | $ | 349,497 | |||||||||
President and Chief Executive Officer |
||||||||||||||||||
Susan Shea |
2021 | $ | 202,512 | $ | 26,250 | $ | 6,498 | $ | 235,260 | |||||||||
Treasurer and Chief Operating Officer |
||||||||||||||||||
Kemal A. Denizkurt |
2021 | $ | 170,879 | $ | 22,500 | $ | 3,979 | $ | 197,358 | |||||||||
Vice President of Financial Markets |
(1) |
The compensation represented by the amounts for 2021 set forth in the All Other Compensation column for the named executive officers is detailed in the following table: |
401(k) Plan
Matching Contributions |
Automobile
Allowance |
Life
Insurance Premiums |
BOLI
Income (2) |
Director
Fees |
Total All
Other Compensation |
|||||||||||||||||||
Michael E. McFarland |
$ | 5,362 | $ | 7,061 | $ | 641 | $ | 5,438 | $ | 19,800 | $ | 38,302 | ||||||||||||
Susan Shea |
5,471 | | 92 | 935 | | 6,498 | ||||||||||||||||||
Kemal A. Denizkurt |
3,418 | | 92 | 469 | | 3,979 |
(2) |
Represents imputed income on bank-owned life insurance and a cash reimbursement to offset taxes due on the imputed income. |
Employment Agreements. Colonial Federal Savings Bank has entered into amended and restated employment agreements with Mr. McFarland and Ms. Shea. The employment agreements have terms of three years. As of each July 1, the anniversary of the effective date, the board of directors may extend the terms of the agreements for one additional year, so that the remaining terms are again three years, unless the executive gives notice to Colonial Federal Savings Bank of non-renewal. In connection with determining whether to renew the terms of the employment agreements, the disinterested members of the board of directors of Colonial Federal Savings Bank will conduct a comprehensive evaluation and review of each executives performance. Notwithstanding the foregoing, in the event CFSB Bancorp, Inc. or Colonial Federal Savings Bank enters into an agreement to effect a transaction that
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would constitute a change in control, as defined under the employment agreements, the term of the agreements would automatically extend so that they would expire no less than two years following the effective date of the change in control.
The employment agreements specify the base salaries of Mr. McFarland and Ms. Shea, which currently are $305,351 and $203,900 and, respectively. The board of directors of Colonial Federal Savings Bank will review the executives salaries each year to determine whether any adjustment is necessary. In addition to base salary, the agreements provide that the executives will participate in any bonus plan or arrangement of Colonial Federal Savings Bank in which senior management is eligible to participate. The executives are also entitled to participate in all employee benefit plans, arrangements and perquisites offered to employees and officers of Colonial Federal Savings Bank and to the reimbursement of reasonable business expenses incurred in the performance of his or her duties with Colonial Federal Savings Bank.
Colonial Federal Savings Bank may terminate the executives employment, or the executives may resign from their employment, at any time with or without good reason. Under the employment agreements, in the event Colonial Federal Savings Bank terminates the executives employment without cause or the executive voluntary resigns for good reason (i.e., a qualifying termination event), Colonial Federal Savings Bank will pay the executive a lump sum severance payment equal to the base salary he or she would have received during the remaining term of the employment agreement. In addition, the executive will continue to participate in benefit plans that provide medical, dental and life insurance for the remaining term of the employment agreement based on the same terms and conditions provided to senior officers. If Colonial Federal Savings Bank cannot provide those benefits, it will instead either provide the coverage under a comparable individual policy or make a cash equivalent payment to the executive.
A good reason condition for purposes of the employment agreements includes a material reduction in the executives responsibilities or authority, an assignment of duties of a non-executive nature or duties for which the executive is not reasonably equipped by skills and experience, the failure to nominate the executive to the board of directors (in the case of Mr. McFarland), a reduction in salary or benefits, termination of incentive and benefit plans, programs or arrangements, or a reduction of the executives participation in those plans, programs or arrangements that is not applicable to other similarly situated participants, a relocation of the executives principal place of employment of more than 35 miles from its location at the effective date of the employment agreement, and a liquidation or dissolution of the Colonial Federal Savings Bank.
If a qualifying termination event occurs at or within two years following a change in control of CFSB Bancorp, Inc. or Colonial Federal Savings Bank, the executive would be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal to three times the average of the amount reported in Box 5 of the executives Form W-2 plus (i) the executives share of non-taxable premiums paid for medical and dental insurance and (ii) deductions taken from the executives compensation to fund the executives flexible spending account, for the five calendar years preceding the year of the executives termination of employment or preceding the year in which the change in control occurs, whichever is higher. In addition, the executive will continue to participate in benefit plans that provide medical, dental and life insurance until the earlier of (i) the executives death, (ii) the executives employment by another employer or (iii) thirty-six months after the executives termination of employment. If Colonial Federal Savings Bank or its successor cannot provide those benefits, it will instead either provide the coverage under a comparable individual policy or make a cash equivalent payment to the executive. Neither the reorganization and offering nor a second step conversion of the mutual holding company will constitute a change in control for purposes of the employment agreements.
Each employment agreement terminates upon the executives death, retirement or disability. Upon termination of employment (other than a termination in connection with a change in control), the executive will be required to adhere to one-year non-competition and non-solicitation restrictions set forth in his or her employment agreement.
Change in Control Agreement. Colonial Federal Savings Bank has entered into a change in control agreement with Mr. Denizkurt. As of each July 1, the anniversary date of the effective date, the board of directors may extend the term of the agreement for one additional year, so that the remaining term is again two years, unless the executive gives notice to Colonial Federal Savings Bank of non-renewal. Notwithstanding the foregoing, in the event CFSB Bancorp, Inc. or Colonial Federal Savings Bank enters into an agreement to effect a transaction that would constitute a change in control, as defined under the change in control agreement, the term of the agreement would automatically extend so that it would expire no less than two years following the effective date of the change in control.
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Upon termination of the executives employment by Colonial Federal Savings Bank or its successor without cause or by the executive with good reason on or within two years after the effective date of a change in control of Colonial Federal Savings Bank or CFSB Bancorp, Inc., the executive would be entitled to a severance payment equal to two times the average of the amount reported in Box 5 of the executives Form W-2 plus (i) the executives share of non-taxable premiums paid for medical and dental insurance and (ii) deductions taken from the executives compensation to fund the executives flexible spending account, for the five calendar years preceding the year of the executives termination of employment or preceding the year in which the change in control occurs, whichever is higher. In addition, the executive will continue to participate in benefit plans that provide medical and life insurance for twenty-four months. If Colonial Federal Savings Bank or its successor cannot provide those benefits, it will instead either provide the coverage under a comparable individual policy or make a cash equivalent payment to the executive. Neither the reorganization and offering nor a second step conversion of the mutual holding company will constitute a change in control for purposes of the change in control agreement.
A good reason condition for purposes of the change in control agreement includes a material reduction in base salary, a material reduction in authority, duties or responsibilities associated with the executives position with Colonial Federal Savings Bank, a relocation of the executives principal place of employment of more than 35 miles from its location as of the date of the agreement, an action by the bank that adversely effects the executives overall compensation and benefits (unless the changes are made to substantially all employees) and the failure of a successor to assume Colonial Federal Savings Banks obligation under the change in control agreement.
Deferred Compensation Plan. Colonial Federal Savings Bank is a party to a Deferred Compensation Plan with each of the named executive officers (collectively, the Deferred Compensation Plan). Under the Deferred Compensation Plan, the annual normal retirement benefit (i.e., the benefit paid if the executive separates from service after attaining age 65) equals $25,000. The annual benefit is paid in monthly installments over ten years unless the executive has previously elected to receive the benefit in an actuarial equivalent single lump sum.
If the executive separates from service prior to his or her normal retirement date, but after attaining age 62 and completing at least ten years of service with Colonial Federal Savings Bank, the executive will receive his or her vested retirement benefit. An executive is 0% vested in his or benefit prior to attaining age 62, 91% vested at age 62, 94% vested at age 63, 97% at age 64 and 100% vested at age 65. The benefit is paid in monthly installments over ten years unless the executive has previously elected to receive the benefit in an actuarial equivalent single lump sum payment. The executive becomes 100% vested in his or her retirement benefit under the Deferred Compensation Plan in the event he or she is involuntarily separated from service within 24 months following a change in control of CFSB Bancorp, Inc. or Colonial Federal Savings Bank and is entitled to the change in control benefit regardless of his or her age and years of service.
If the executive dies while in active service, Colonial Federal Savings Bank will pay the executives beneficiary an annual death benefit of $50,000 for ten years, commencing on the first day of the month following the executives death. If the executive dies while receiving benefits under the Deferred Compensation Plan, his or her beneficiary will continue to receive the annual benefits in the same amount and at the same time the executive would have received the remaining benefits.
The Deferred Compensation Plan contains certain provisions that allow for elections by the covered individual with respect to the form of payment and regarding the change in form or timing of distributions, so long as those elections or changes are made in compliance with Section 409A of the Code. In addition, the Deferred Compensation Plan contains a provision that limits the individuals ability to compete with Colonial Federal Savings Bank for one year following his or her termination of employment; however, this provision does not apply to Mr. McFarland and Ms. Shea under the Deferred Compensation Plan since they have similar restrictions that would apply under their employment agreements.
Group Term Replacement Plan. Ms. Shea and Mr. Denizkurt each participate in the Colonial Federal Saving Bank Group Term Replacement Plan (the Group Term Replacement Plan). Under the Group Term Replacement Plan, the participants interest in the death equals the benefit set forth on the participants individual split dollar endorsement. Colonial Federal Savings Bank owns the bank-owned life insurance policies purchased to fund the death benefits under the Group Term Replacement Plan and has the right to receive all death benefits under the policies after the satisfaction of the participants interest. Under the Group Term Replacement Plan, the death benefit for Ms. Shea and Mr. Denizkurt equals the lesser of (a) two times the participants base salary (determined as of the earliest of (i) death, (ii) disability or (iii) the normal retirement date, which occurs on the participants termination of employment after attaining age 65) or (b) $462,191 (in the case of Ms. Shea) and $587,784 (in the case of Mr. Denizkurt).
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Retirement Death Benefit Only Plan. Colonial Federal Savings Bank and Mr. McFarland are parties to a Retirement Death Benefit Only Plan (the DBO Plan). Under the DBO Plan, if Mr. McFarland dies while employed by Colonial Federal Savings Bank or dies after terminating employment with the bank on or after attaining age 67 (other than as a result of a termination for cause), Colonial Federal Savings Bank will pay his beneficiary a death benefit equal to four times his base salary in effect on the earlier of (i) his date of termination of employment or (ii) the date of his death. The death benefit is paid in a lump sum within 90 days following Mr. McFarlands date of death and is offset by any benefit paid pursuant to a split-dollar life insurance agreement and/or a group-term replacement plan sponsored by Colonial Federal Savings Bank.
401(k) Plan. Colonial Federal Savings Bank maintains the Colonial Federal Savings Bank 401(k) Plan, a tax-qualified defined contribution plan for eligible employees (the 401(k) Plan). The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of Colonial Federal Savings Bank. Eligible employees become participants in the 401(k) Plan after having worked 500 hours in a six-consecutive month period.
Under the 401(k) Plan, a participant may elect to defer, on a pre-tax basis, the maximum amount of compensation permitted by the Internal Revenue Code, to the extent that amount does not exceed 50% of their compensation. For 2021, the salary deferral contribution limit is $19,500, provided, however, that a participant over age 50 may contribute an additional $6,500 to the 401(k) Plan for a total of $26,000. In addition to salary deferral contributions, Colonial Federal Savings Bank may make discretionary matching contributions and other discretionary employer contributions. Colonial Federal Savings Bank currently makes matching contributions to the 401(k) Plan equal to 20% of the amount deferred on the first 3% of the participants plan compensation.
A participant is always 100% vested in his or her salary deferral contributions. A participant will vest in matching and other employer contributions at the rate of 25% per year of service, beginning after one year of service, so that a participant will become fully vested after completing four years of credited service. Generally, unless the participant elects otherwise, the participants account balance will be distributed following the participants termination of employment. However, participants may take in-service withdrawals from the 401(k) Plan in certain circumstances, including for loans and hardships.
Colonial Federal Savings Bank intends to allow participants in the 401(k) plan to use up to 75% of their account balances in the 401(k) Plan to subscribe for stock in the offering. The expense recognized in connection with the 401(k) Plan totaled approximately $38,492 for the fiscal year ended June 30, 2021.
Pension Plan. Colonial Federal Savings Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions, a multiple-employer defined benefit pension plan. The named executive officers are eligible to participant in the Pension Plan just like other eligible employees of Colonial Federal Savings Bank. Employees become participants in the plan on the first day of the month coincident with or following the attainment of age 21 and one year of service with Colonial Federal Savings Bank. The normal annual retirement benefit (after attaining age 65) under the Pension Plan equals 1.75% times the participants 3-high years salary times the participants years of benefit service. Mr. McFarland, Ms. Shea and Mr. Denizkurt have 9, 43 and 20 years of benefit service under the Pension Plan, respectively. The regular form of benefit under the Pension Plan is a straight life annuity with a 10-year certain death benefit feature. The early retirement benefit (available after the participant has attained age 55) payable under the Pension Plan upon a participants termination of employment prior to his or her normal retirement age equals the normal retirement benefit reduced by 3% for each year under age 65. Participants who are at least age 55 may take their retirement benefits in the form of a lump sum payment. If a participant who has not elected a straight life annuity as the normal form of benefit dies, the participants spouse will receive a death benefit equal to the equivalent value of 120 monthly installments of the normal retirement benefit. Participants vest in their retirement benefits under the Pension Plan after five years of credited service.
Employee Stock Ownership Plan. In connection with the reorganization and offering, Colonial Federal Savings Bank intends to adopt an employee stock ownership plan for eligible employees. The named executive officers will be eligible to participate in the employee stock ownership plan just like other eligible employees of Colonial Federal Savings Bank. Eligible employees will begin participation in the employee stock ownership plan on the later of the effective date of the reorganization and offering or upon the first entry date commencing on or after the eligible employees completion of one year of service (in which he or she completes 1,000 hours of service) and attainment of age 21.
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The employee stock ownership plan trustee is expected to purchase, on behalf of the employee stock ownership plan, 3.92% of the total shares of common stock of CFSB Bancorp, Inc. to be outstanding after the offering (including shares issued to 15 Beach, MHC and shares issued to the charitable foundation). We anticipate the employee stock ownership plan will fund its stock purchase with a loan from CFSB Bancorp, Inc. equal to the aggregate purchase price of the common stock. The loan will be repaid principally through Colonial Federal Savings Banks contributions to the employee stock ownership plan and any dividends paid on common stock held by the employee stock ownership plan over the anticipated 25-year term of the loan. The interest rate for the employee stock ownership plan loan is expected to equal the prime rate, as published in The Wall Street Journal, on the closing date of the stock offering. See Pro Forma Data.
The trustee will hold the shares purchased by the employee stock ownership plan in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the trustee repays the loan. The trustee will allocate the shares released among participants based on each participants proportional share of compensation (relative to all participants). A participant will vest in his or her account balance based on his or her years of service with Colonial Federal Savings Bank, at the rate of 25% per year of service, so that a participant will be fully vested after completing four years of credited service. Participants who were employed by Colonial Federal Savings Bank immediately before the reorganization and offering will receive credit for vesting purposes for years of service before adoption of the employee stock ownership plan. Participants also will become fully vested automatically upon normal retirement age (age 65), death or disability, a change in control, or termination of the employee stock ownership plan. Generally, participants will receive distributions from the employee stock ownership plan upon their termination of employment in accordance with the terms of the plan document. The employee stock ownership plan will reallocate any unvested shares forfeited upon termination of employment among the remaining participants.
The employee stock ownership plan will permit participants to direct the trustee as to how to vote the shares of common stock allocated to their accounts. The trustee will vote unallocated shares and allocated shares for which participants do not timely provide instructions or abstain from voting on any matter in the same ratio as those shares for which participants provide timely instructions, subject to fulfillment of the trustees fiduciary responsibilities.
Under applicable accounting requirements, Colonial Federal Savings Bank will record a compensation expense for the employee stock ownership plan at the fair market value of the shares as they are committed to be released from the unallocated suspense account to participants accounts, which may be more or less than the original issue price. The compensation expense resulting from the release of the common stock from the suspense account and allocation to plan participants will result in a corresponding reduction in the earnings of CFSB Bancorp, Inc.
Directors Compensation
The following table sets forth for the year ended June 30, 2021 certain information as to the total remuneration we paid to our non-employee directors.
Name |
Fees Earned or
Paid in Cash ($) |
All Other
Compensation ($)(1) |
Total ($) | |||||||||
Paul N. Baharian |
21,675 | 1,265 | 22,940 | |||||||||
Robert Guarnieri |
21,675 | 5,445 | 27,120 | |||||||||
Edward J. Keohane |
21,675 | 2,581 | 24,256 | |||||||||
Stephen D. Marini |
21,675 | 1,503 | 23,178 | |||||||||
James M. OLeary |
21,675 | 206 | 21,881 | |||||||||
Tracy L. Wilson |
21,675 | | 21,675 |
(1) |
Represents imputed income on bank-owned life insurance and a cash reimbursement to offset taxes due on the imputed income. |
Director Fees. Effective July 1, 2021, directors of Colonial Federal Savings Bank receive a fee of $2,000 per meeting. Mr. McFarland no longer receives fees for his service on the board of directors.
Split Dollar Life Insurance Agreements. Colonial Federal Savings Bank maintains Amended and Restated Colonial Federal Savings Bank Split Dollar Agreements, with each of the directors. Colonial Federal Savings Bank
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purchased life insurance policies on the life of each director in an amount sufficient to provide for the benefits under the plan. The director has the right to designate the beneficiary who will receive his or her share of the proceeds payable upon his or her death. The policies are owned by Colonial Federal Savings Bank, which paid the premium due on the policies. In accordance with their agreements, upon the death of a covered director, the proceeds of the policy are divided between the executive s beneficiary, who is entitled to the directors interest and Colonial Federal Savings Bank, which is entitled to the remainder of the death benefit. The director interest is initially $50,000 and increases at the beginning of each plan year by $10,000 up to a maximum of $250,000; provided, however, that the directors interest shall not increase after the directors termination from service on the board of directors. The agreement may only be amended or terminated by written agreement signed by Colonial Federal Savings Bank and the director. In addition, Colonial Federal Savings Bank will impute the economic benefit to the director on an annual basis and will pay the director annually the amount necessary to pay the federal and state taxes attributable to the imputed income.
Group Term Replacement Plan. As the former President and Chief Executive Officer of Colonial Federal Savings Bank, Mr. Guarnieri participates in the Group Term Replacement Plan. Under the Group Term Replacement Plan, his interest in the death benefit set forth on the his individual split dollar endorsement. Colonial Federal Savings Bank owns the bank-owned life insurance policies purchased to fund the death benefits and has the right to receive all death benefits under the policies after the satisfaction of the participants interest. Under the Group Term Replacement Plan, the death benefit for Mr. Guarnieri equals $688,500.
Benefits to be Considered Following Completion of the Stock Offering
Stock-Based Benefit Plan. Following the reorganization and offering, we intend to adopt a stock-based benefit plan that will provide for grants of stock options and awards of shares of restricted common stock and similar equity-based awards. In accordance with applicable regulations, we anticipate that the plan will authorize a number of stock options and a number of shares of restricted common stock (or restricted stock units), not to exceed 4.9% and 1.96%, respectively, of the shares issued in the offering (including shares issued to 15 Beach, MHC and contributed to the charitable foundation). These limitations may not apply if the plans are implemented more than one year after the reorganization and offering, subject to any applicable regulatory approvals.
The stock-based benefit plan will not be established sooner than six months after the reorganization and offering and, if adopted within one year after the reorganization and offering, the plan must be approved by a majority of the votes eligible to be cast by our stockholders, as well as a majority of the votes eligible to be cast by our stockholders other than 15 Beach, MHC. If the stock-based benefit plan is established more than one year after the reorganization and offering, they must be approved by a majority of votes cast by our stockholders, as well as a majority of votes cast by our stockholders other than 15 Beach, MHC.
Certain additional restrictions would apply to our stock-based benefit plan if adopted within one year after the reorganization and offering, including:
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non-employee directors in the aggregate may not receive more than 30% of the options and shares of restricted common stock authorized under the plans; |
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any non-employee director may not receive more than 5% of the options and restricted stock awards authorized under the plans; |
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any individual may not receive more than 25% of the options and restricted stock awards authorized under the plans; |
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the options and shares of restricted common stock may not vest more rapidly than 20% per year, beginning on the first anniversary of stockholder approval of the plans; and |
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accelerated vesting is not permitted except for death, disability or upon a change in control of 15 Beach, MHC or Colonial Federal Savings Bank. |
We have not yet determined whether we will present a stock-based benefit plan for stockholder approval within one year following the completion of the reorganization and offering or whether we will present a plan for stockholder approval more than one year after the completion of the reorganization and offering. In the event of changes in applicable regulations or policies regarding stock-based benefit plan, including any regulations or policies restricting the size of awards and vesting of benefits as described above, the restrictions described above may not be applicable.
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We may obtain the shares needed for our stock-based benefit plan by issuing additional shares of common stock from authorized but unissued shares or through stock repurchases.
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SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding intended common stock subscriptions by each of our directors and executive officers and their associates, and by all directors, executive officers and their associates as a group. However, there can be no assurance that any such person or group will purchase any specific number of shares of our common stock. In the event the individual maximum purchase limitation is increased, persons subscribing for the maximum amount may increase their purchase order. Directors and executive officers will purchase shares of common stock at the same $10.00 purchase price per share and on the same terms as other purchasers in the offering. This table excludes shares of common stock to be purchased by the employee stock ownership plan, as well as any stock awards or stock option grants that may be made no earlier than six months after the completion of the offering. Purchases by directors, executive officers and their associates will be included in determining whether the required minimum number of shares has been subscribed for in the offering. The shares being acquired by the directors, executive officers and their associates are being acquired for investment purposes, and not with a view towards resale. Our directors and executive officers will be subject to the same minimum purchase requirements and purchase limitations as other participants in the offering set forth under The Reorganization and OfferingOffering of Common StockLimitations on Purchase of Shares.
Name and Title |
Number of
Shares(1) |
Aggregate
Purchase Price(1) |
Percent of
Outstanding Shares at Minimum of Offering Range(2) |
|||||||||
Paul N. Baharian, Director |
10,000 | $ | 100,000 | * | ||||||||
Angela Blanchard, Vice President, Retail Lending |
10,000 | 100,000 | * | |||||||||
Kemal Denizkurt, Vice President, Financial Markets |
10,000 | 100,000 | * | |||||||||
William R. Esselystyn, Vice President, Information Systems |
11,000 | 110,000 | * | |||||||||
Robert Guarnieri, Director |
15,000 | 150,000 | * | |||||||||
Edward J. Keohane, Director |
15,000 | 150,000 | * | |||||||||
Mary Kuropatkin, Vice President, Retail Banking |
10,000 | 100,000 | * | |||||||||
Stephen D. Marini, Director |
15,000 | 150,000 | * | |||||||||
Michael E. McFarland, President, Chief Executive Officer and Director |
15,000 | 150,000 | * | |||||||||
James M. OLeary, Jr., Chairman of the Board |
15,000 | 150,000 | * | |||||||||
Susan Shea, Treasurer and Chief Operating Officer |
15,000 | 150,000 | * | |||||||||
Tracy L. Wilson, Director |
5,000 | 50,000 | * | |||||||||
|
|
|
|
|
|
|||||||
All directors and executive officers as a group (12 persons) |
146,000 | $ | 1,460,000 | 3.44 | % | |||||||
|
|
|
|
|
|
* |
Less than 1.0%. |
(1) |
Includes purchases, if any, by associates. |
(2) |
Includes shares to be sold to the public, contributed to the charitable foundation and owned by 15 Beach, MHC. |
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THE REORGANIZATION AND OFFERING
The board of directors of Colonial Federal Savings Bank has approved the plan of reorganization. The plan of reorganization must also be approved by Colonial Federal Savings Banks members. A special meeting of members has been called for this purpose. We have filed an application with respect to the reorganization and offering with the Federal Reserve Board. We also have filed certain applications with respect to the reorganization with the Office of the Comptroller of the Currency and the FDIC. The final approvals of the Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC are required before we can consummate the reorganization and offering. Any approval by the Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC does not constitute a recommendation or endorsement of the plan of reorganization.
General
On September 8, 2021, our board of directors unanimously adopted the plan of reorganization pursuant to which we will reorganize from a federally chartered mutual savings association into a two-tier federal mutual holding company structure. After the reorganization, CFSB Bancorp, Inc. will be the mid-tier stock holding company and 15 Beach, MHC will be the top-tier mutual holding company. After the offering, purchasers in the offering, including the charitable foundation, will own 45.0% and 15 Beach, MHC will own 55.0% of the outstanding shares of common stock of CFSB Bancorp, Inc.
Consummation of the reorganization and offering is subject to, among other things, approval of the plan of reorganization by the members of Colonial Federal Savings Bank as of the voting record date. A special meeting of members has been called for this purpose, to be held on , 2021. The reorganization will be completed as follows, or in any manner approved by regulators that is consistent with the purposes of the plan of reorganization and applicable laws and regulations:
(i) |
Colonial Federal Savings Bank will organize an interim stock savings bank as a wholly owned subsidiary (Interim Bank); |
(ii) |
After Interim Bank receives approval from the FDIC for insurance of accounts and the FDIC has issued it a certificate number, Colonial Federal Savings Bank will transfer pursuant to a purchase and assumption agreement all of its assets and liabilities, except $100,000 in cash, to Interim Bank, and Interim Bank will become the stock savings bank resulting from the reorganization, including the purchase and assumption transaction pursuant to the plan (the Stock Bank); |
(iii) |
Colonial Federal Savings Bank will amend its charter and bylaws to read in the form of a federal mutual holding company to become 15 Beach, MHC; |
(iv) |
15 Beach, MHC will organize CFSB Bancorp, Inc. as a wholly owned subsidiary, and transfer $1,000 to CFSB Bancorp, Inc. in exchange for 100 shares of CFSB Bancorp, Inc. common stock; and |
(v) |
15 Beach, MHC will transfer all of the initially issued stock of the Stock Bank to CFSB Bancorp, Inc. in exchange for additional shares of CFSB Bancorp, Inc. common stock, and the Stock Bank will become a wholly owned subsidiary of CFSB Bancorp, Inc. |
Concurrently with the reorganization, CFSB Bancorp, Inc. will offer for sale 43.0% of its common stock representing 43.0% of the pro forma market value of CFSB Bancorp, Inc. and Colonial Federal Savings Bank.
We have mailed to each account holder eligible to vote at the special meeting a proxy statement containing information concerning the business purposes of the reorganization and the effects of the reorganization on voting rights, liquidation rights, existing savings accounts, deposit insurance, loans and Colonial Federal Savings Banks business. The proxy statement also describes the manner in which the plan may be amended or terminated. Included with the proxy statement is a proxy card that can be used to vote on the plan of reorganization.
The following is a summary of the material aspects of the plan of reorganization and the offering. The plan of reorganization should be consulted for a more detailed description of its terms.
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Reasons for the Reorganization
The primary purpose of the reorganization is to establish a holding company and to convert Colonial Federal Savings Bank to the stock form of ownership in order to compete and expand more effectively in the financial services marketplace. The stock form of ownership is the corporate form used by commercial banks, most major businesses and a large number of savings institutions. The reorganization also will enable customers, employees, management and directors to have an equity ownership interest in our company. Management believes that this will enhance the long-term growth and performance of Colonial Federal Savings Bank and CFSB Bancorp, Inc. by enabling us to attract and retain qualified employees who have a direct interest in our financial success and that customer ownership may enhance our connection with our customers. The reorganization will permit us to issue and sell capital stock, which is a source of capital not available to mutual savings institutions. The reorganization also will give us greater flexibility to structure and finance the expansion of our operations and increase our capital to support future growth and profitability, including the potential acquisition of other financial institutions, and to diversify into other financial services, to the extent permissible by applicable law and regulation. Although there are no current arrangements, understandings or agreements regarding any such opportunities, we will be in a position after the reorganization, subject to regulatory limitations and our financial condition, to take advantage of any such opportunities that may arise, and to compete more effectively in the financial services marketplace. The reorganization and the capital raised in the offering are expected to increase our lending capacity by providing us with additional capital to support new loans and higher lending limits, support the growth of our banking franchise, provide an additional capital cushion against unforeseen risk and expand our asset base. The reorganization and offering also will allow us to establish stock benefit plans for management and other employees that we believe will permit us to attract and retain qualified personnel, and offer our customers, employees, management and directors an equity ownership interest in CFSB Bancorp, Inc., our stock holding company, and thereby an economic interest in our future success. Lastly, the reorganization will enable us to better manage our capital by providing broader investment opportunities through the holding company structure and by enabling us to repurchase our common stock as market conditions permit. Although the reorganization and offering will create a stock savings institution and stock holding company, only a minority of the common stock will be offered for sale in the offering. As a result, our mutual form of ownership and our ability to provide community-oriented financial services will be preserved through the mutual holding company structure.
Our board of directors believes that the advantages of the mutual holding company structure outweigh the potential disadvantages of the mutual holding company structure to minority stockholders, including the inability of stockholders other than 15 Beach, MHC to own a majority of the common stock of CFSB Bancorp, Inc. A majority of our voting stock will be owned by 15 Beach, MHC, which will be controlled by its board of directors. While this structure will permit management to focus on our long-term business strategy for growth and capital redeployment without undue pressure from stockholders, it will also serve to perpetuate our existing management and directors. 15 Beach, MHC will be able to elect all the members of CFSB Bancorp, Inc.s board of directors, and will be able to control the outcome of nearly all matters presented to our stockholders for resolution by vote. No assurance can be given that 15 Beach, MHC will not take action adverse to the interests of stockholders other than 15 Beach, MHC. For example, 15 Beach, MHC could prevent the sale of control of CFSB Bancorp, Inc., or defeat a candidate for the board of directors of CFSB Bancorp, Inc. or other proposals put forth by stockholders.
Since we will not be offering all of our common stock for sale in the offering, the reorganization will result in less capital raised in comparison to a standard mutual-to-stock conversion. We are not undertaking a standard mutual-to-stock conversion at this time since we do not believe we could effectively deploy that amount of additional capital on a short-term or near-term basis. The reorganization, however, will allow us to raise additional capital in the future because a majority of our common stock will be available for sale in the event of a conversion of 15 Beach, MHC to stock form. Our board of directors has determined that offering 43.0% of our outstanding shares of common stock for sale in the offering and contributing 2.0% of our outstanding shares to the charitable foundation allows for an efficient use of net proceeds for CFSB Bancorp, Inc. and Colonial Federal Savings Bank over the next several years.
The reorganization does not preclude the future conversion of 15 Beach, MHC from the mutual to stock form of organization. No assurance can be given when, if ever, 15 Beach, MHC will convert to stock form or what conditions the Federal Reserve Board or other regulatory agencies may impose on such a transaction. Additionally, public stockholders will not be able to force a future conversion of 15 Beach, MHC without the consent of 15 Beach, MHC since the transaction would require the approval of a majority of the outstanding shares of CFSB Bancorp, Inc.s common stock. See SummaryPossible Conversion of 15 Beach, MHC to Stock Form.
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Effects of the Reorganization and Offering on Depositors and Borrowers of Colonial Federal Savings Bank
Continuity. While the reorganization is being accomplished, and after its completion, our routine business of accepting deposits and making loans will continue without interruption. Colonial Federal Savings Bank will continue to be subject to regulation by the Office of the Comptroller of the Currency and the FDIC. After the reorganization, we will continue to provide services for depositors and borrowers under current policies by our management team and staff.
Liquidation Rights. Following the completion of the reorganization, all depositors who had liquidation rights with respect to Colonial Federal Savings Bank as of the effective date of the reorganization will continue to have such rights solely with respect to 15 Beach, MHC so long as they continue to hold their deposit accounts with Colonial Federal Savings Bank. In addition, all persons who become depositors of Colonial Federal Savings Bank subsequent to the reorganization will have such liquidation rights with respect to 15 Beach, MHC.
Deposit Accounts and Loans. Under the plan of reorganization, each depositor of Colonial Federal Savings Bank at the time of the reorganization will automatically continue as a depositor after the reorganization, and each such deposit account will remain the same with respect to deposit balance, interest rate and other terms, except to the extent such deposit is reduced by withdrawals to purchase common stock in the offering. All insured deposit accounts of Colonial Federal Savings Bank will continue to be federally insured by the FDIC up to the legal maximum limit in the same manner as deposit accounts existing in Colonial Federal Savings Bank immediately prior to the reorganization. Furthermore, no loan outstanding will be affected by the reorganization, and the amounts, interest rates, maturity and security for each loan will remain the same as they were prior to the reorganization.
Voting Rights. Following the completion of the reorganization and offering, members of Colonial Federal Savings Bank will no longer have voting rights in Colonial Federal Savings Bank, but will have voting rights in 15 Beach, MHC. Following the completion of the reorganization and offering, voting rights in CFSB Bancorp, Inc. will be held exclusively by its stockholders. Each share of outstanding common stock held by a stockholder will entitle the stockholder to one vote on matters considered by CFSB Bancorp, Inc. stockholders. Although CFSB Bancorp, Inc. will have the power to issue shares of capital stock to persons other than 15 Beach, MHC, as long as 15 Beach, MHC is in existence, 15 Beach, MHC will be required to own a majority of the voting stock of CFSB Bancorp, Inc., and consequently will be able to control the outcome of nearly all matters put to a vote of stockholders. CFSB Bancorp, Inc. must own 100% of the voting stock of Colonial Federal Savings Bank.
Offering of Common Stock
Under the plan of reorganization, up to 2,472,500 shares (subject to increase to up to 2,843,375 shares) of CFSB Bancorp, Inc. common stock will be offered for sale, subject to certain restrictions described below, through a subscription and community offering.
Subscription Offering. The subscription offering will expire at :00 p.m., Eastern Time, on [EXP DATE], unless otherwise extended by Colonial Federal Savings Bank. Regulations require that all shares to be offered in the offering be sold within a period ending not more than 90 days after regulatory approval of the plan of reorganization or a longer period as may be approved by the Federal Reserve Board or, despite approval of the plan of reorganization by our members, the reorganization and offering will not be effected. This period expires on [EXT DATE 1], unless extended with the approval of the Federal Reserve Board. If the offering is not completed by [EXT DATE 1], all subscribers will have the right to modify or rescind their subscriptions and to have their subscription funds returned promptly with interest. In the event of an extension of this type, all subscribers will be notified in writing of the time period within which subscribers must notify Colonial Federal Savings Bank of their intention to maintain, modify or rescind their subscriptions. If the subscriber rescinds or does not respond in any manner to Colonial Federal Savings Banks notice, the funds submitted will be refunded to the subscriber with interest at 0.10% and/or the subscribers withdrawal authorizations will be terminated. In the event that the offering is not consummated, all funds submitted and not previously refunded pursuant to the subscription and community offering will be promptly refunded to subscribers with interest at 0.10%, and all withdrawal authorizations will be terminated.
Subscription Rights. Under the plan of reorganization, nontransferable subscription rights to purchase the shares of common stock have been issued to persons and entities entitled to purchase the shares of common stock in the subscription offering. For purposes of the plan, demand accounts are not qualifying deposits for which
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subscription rights are provided. The amount of shares of common stock that these parties may purchase will depend on the availability of the common stock for purchase under the categories described in the plan of reorganization. Subscription priorities have been established for the allocation of common stock to the extent that the common stock is available. These priorities are as follows:
Category 1: Eligible Account Holders. Subject to the maximum purchase limitations, each depositor with $50.00 or more on deposit at Colonial Federal Savings Bank as of the close of business on June 30, 2020 will receive nontransferable subscription rights to subscribe for up to the greater of the following:
|
$100,000 of common stock; |
|
one-tenth of one percent of the total offering of common stock; or |
|
15 times the product, rounded down to the nearest whole number, obtained by multiplying the total number of shares of common stock to be sold by a fraction, the numerator of which is the amount of the qualifying deposit of the eligible account holder and the denominator is the total amount of qualifying deposits of all eligible account holders. The balance of qualifying deposits for all eligible account holders was approximately $ million. |
If the exercise of subscription rights in this category results in an oversubscription, shares of common stock will be allocated among subscribing eligible account holders so as to permit each one, to the extent possible, to purchase a number of shares sufficient to make the persons total allocation equal 100 shares or the number of shares for which the person has actually subscribed, whichever is less. Thereafter, unallocated shares will be allocated among the remaining subscribing eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to the total amount of qualifying deposits of all remaining eligible account holders whose subscriptions remain unfilled; however, no fractional shares shall be issued. If the amount so allocated exceeds the amount subscribed for by any one or more eligible account holders, the excess shall be reallocated, one or more times as necessary, among those eligible account holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated or all subscriptions satisfied. Subscription rights received by officers and directors and their associates in this category based on their increased deposits in Colonial Federal Savings Bank in the one-year period preceding June 30, 2020 are subordinated to the subscription rights of other eligible account holders.
To ensure proper allocation of stock, each eligible account holder must list on his or her stock order form all deposit accounts in which he or she had an ownership interest on June 30, 2020. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscribers stock allocation.
Category 2: Tax-Qualified Employee Plans. The plan of reorganization provides that tax-qualified employee plans of Colonial Federal Savings Bank, such as the employee stock ownership plan and 401(k) Plan, will receive nontransferable subscription rights to purchase up to 4.90% of the shares of common stock issued and outstanding following the completion of the offering. The employee stock ownership plan intends to purchase 3.92% of our outstanding shares (including shares issued to 15 Beach, MHC and shares contributed to the charitable foundation). In the event the number of shares offered in the offering is increased above the maximum of the valuation range, tax-qualified employee plans will have a priority right to purchase any shares exceeding that amount up to 4.90% of the common stock issued and outstanding following the completion of the offering. If market conditions warrant, in the judgement of its trustees, the employee stock ownership plan may instead elect to purchase shares in the open market following the completion of the Offering, subject to the prior approval of the Federal Reserve Board.
Category 3: Supplemental Eligible Account Holders. To the extent that there are sufficient shares of common stock remaining after satisfaction of subscriptions by eligible account holders and the tax-qualified employee plans, and subject to the maximum purchase limitations, each depositor (other than directors and officers of Colonial Federal Savings Bank) with $50.00 or more on deposit as of the close of business on September 30, 2021, will receive nontransferable subscription rights to subscribe for up to the greater of:
|
$100,000 of common stock; |
|
one-tenth of one percent of the total offering of common stock; or |
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|
15 times the product, rounded down to the nearest whole number, obtained by multiplying the total number of shares of common stock to be issued by a fraction, the numerator of which is the amount of qualifying deposits of the supplemental eligible account holder and the denominator is the total amount of qualifying deposits of all supplemental eligible account holders. The balance of qualifying deposits for all eligible account holders was approximately $ million. |
If the exercise of subscription rights in this category results in an oversubscription, shares of common stock will be allocated among subscribing supplemental eligible account holders so as to permit each supplemental eligible account holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation equal 100 shares or the number of shares for which the person has actually subscribed, whichever is less. Thereafter, unallocated shares will be allocated among subscribing supplemental eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to total qualifying deposits of all subscribing supplemental eligible account holders.
To ensure proper allocation of stock, each supplemental eligible account holder must list on his or her stock order form all deposit accounts in which he or she had an ownership interest on September 30, 2021. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscribers stock allocation.
Category 4: Other Members. To the extent that there are sufficient shares of common stock remaining after satisfaction of subscriptions by eligible account holders, the tax-qualified employee plans and supplemental eligible account holders, and subject to the maximum purchase limitations, each depositor of Colonial Federal Savings Bank who is not an eligible account holder, supplemental eligible account holder or tax-qualified employee plan, as of the close of business on [RECORD DATE], will receive nontransferable subscription rights to purchase up to $100,000 of common stock.
If there is an oversubscription in this category, the available shares of common stock will be allocated proportionately based on the size of such other members orders.
To ensure proper allocation of stock, each other member must list on his or her stock order form all deposit accounts in which he or she had an ownership interest on [RECORD DATE]. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscribers stock allocation.
Colonial Federal Savings Bank and CFSB Bancorp, Inc. will make reasonable efforts to comply with the securities laws of all states in the United States in which persons entitled to subscribe for shares of common stock pursuant to the plan of reorganization reside. However, no shares of common stock will be offered or sold under the plan of reorganization to any person who resides in a foreign country or resides in a state of the United States in which a small number of persons otherwise eligible to subscribe for shares under the plan of reorganization reside or as to which Colonial Federal Savings Bank and CFSB Bancorp, Inc. determine that compliance with the securities laws of the state would be impracticable for reasons of cost or otherwise, including, but not limited to, a requirement that Colonial Federal Savings Bank or CFSB Bancorp, Inc. or any of their officers, directors or employees register, under the securities laws of the state, as a broker, dealer, salesman or agent. No payments will be made in lieu of the granting of subscription rights to any person.
Community Offering. Any shares of common stock which have not been purchased in the subscription offering may be offered by CFSB Bancorp, Inc. in a community offering to members of the general public to whom CFSB Bancorp, Inc. delivers a copy of this prospectus and a stock order form, with preference given to natural persons (including trusts of natural persons) residing in Norfolk County, Massachusetts. Subject to the maximum purchase limitations, these persons may purchase up to $100,000 of common stock. The community offering, if any, may be undertaken concurrently with, during, or promptly after the subscription offering, and may terminate at any time without notice. Subject to any required regulatory approvals, CFSB Bancorp, Inc. will determine in its sole discretion the advisability of a community offering, the commencement and termination dates of any community offering, and the methods of finding potential purchasers in such offering. The opportunity to subscribe for shares of common stock in the community offering category is subject to the right of CFSB Bancorp, Inc. and Colonial Federal Savings Bank, in their sole discretion, to accept or reject these orders in whole or in part either at the time of receipt of an order or as soon as practicable thereafter.
If we do not have sufficient shares of common stock available to fill the orders of natural persons (including trusts of natural persons) residing in the Norfolk County, Massachusetts whose orders are accepted by Colonial
99
Federal Savings Bank, we will allocate the available shares among those persons in a manner that permits each of them, to the extent possible, to purchase the lesser of 100 shares, or the number of shares subscribed for by such person. Thereafter, unallocated shares will be allocated among natural persons (including trusts of natural persons) residing in Norfolk County, Massachusetts, whose orders remain unsatisfied on an equal number of shares basis per order. If, after allocation of shares to natural persons (including trusts of natural persons) residing in Norfolk County, Massachusetts, we do not have sufficient shares of common stock available to fill the orders of other members of the general public, we will allocate the available shares among those persons in a manner that permits each of them, to the extent possible, to purchase the lesser of 100 shares, or the number of shares subscribed for by such person. Thereafter, unallocated shares will be allocated among members of the general public whose orders remain unsatisfied on an equal number of shares basis per order.
Syndicated Community Offering. The plan of reorganization provides that, if necessary, all shares of common stock not purchased in the subscription offering and community offering may be offered for sale to the general public in a syndicated community offering to be managed by Piper Sandler, acting as our agent. In such capacity, Piper Sandler may form a syndicate of other brokers-dealers who are member firms of FINRA. Neither Piper Sandler nor any registered broker-dealer will have any obligation to take or purchase any shares of the common stock in the syndicated community offering; however, Piper Sandler has agreed to use its best efforts in the sale of shares in any syndicated community offering. We have not selected any particular broker-dealers to participate in a syndicated community offering and will not do so until prior to the commencement of the syndicated community offering. The syndicated community offering would terminate by [EXT DATE 1], unless extended by us, with approval of the Federal Reserve Board. See Community Offering above for a discussion of rights of purchasers in the event an extension is granted.
The opportunity to subscribe for shares of common stock in the syndicated community offering is subject to our right to reject orders, in whole or part, either at the time of receipt of an order or as soon as practicable following the expiration date of the offering. If your order is rejected in part, you will not have the right to cancel the remainder of your order.
The price at which shares of common stock are sold in the syndicated community offering will be the same price as in the subscription and community offerings. Subject to the overall purchase limitations, no person by himself or herself may subscribe for or purchase more than $100,000 of common stock.
In the event of a syndicated community offering, it is currently expected that investors would follow the same general procedures applicable to purchasing shares in the subscription and community offerings (the use of stock order forms and the submission of funds directly to CFSB Bancorp, Inc. for the payment of the purchase price of the shares ordered) except that payment must be in immediately available funds (bank checks, money orders, deposit account withdrawals from accounts at Colonial Federal Savings Bank or wire transfers). See Procedure for Purchasing Shares.
If for any reason we cannot effect a syndicated offering of shares of common stock not purchased in the subscription and community offerings, or if there are an insignificant number of shares remaining unsold after such offerings, we will try to make other arrangements for the sale of unsubscribed shares. The Federal Reserve Board and FINRA must approve any such arrangements.
Limitations on Purchase of Shares. The plan provides for certain limitations on the purchase of shares of common stock in the offering. These limitations are as follows:
A. |
The aggregate amount of outstanding common stock of CFSB Bancorp, Inc. owned or controlled by persons other than 15 Beach, MHC at the close of the reorganization and offering shall be less than 50% of CFSB Bancorp, Inc.s total outstanding common stock. |
B. |
The maximum purchase of common stock in the subscription offering by a person or group of persons through a single deposit account is $100,000. No person by himself, with an associate or group of persons acting in concert, may purchase more than $150,000 of the common stock offered in the offering, except that: (i) CFSB Bancorp, Inc. may, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase such maximum purchase limitation to 9.9% of the number of shares sold in the offering, provided that the total number of shares purchased by persons, their associates and those persons with whom they are acting in concert, to the extent such purchases exceed 5% of the shares sold in the offering, shall not exceed, in the aggregate, 10% (or such |
100
higher percentage as may be determined by our board of directors with the approval of federal banking regulators) of the total number of the shares sold in the offering; (ii) the tax-qualified employee plans may purchase up to 10% of the shares offered in the offering; and (iii) for purposes of this paragraph B, shares to be held by any tax-qualified employee plan and attributable to a person shall not be aggregated with other shares purchased directly by or otherwise attributable to such person. |
C. |
The aggregate amount of common stock acquired in the offering, plus all prior stock offerings by CFSB Bancorp, Inc., by any non-tax-qualified employee plan or any management person (as defined in the plan) and his or her associates, exclusive of any shares of common stock acquired by such plan or management person and his or her associates in the secondary market, shall not exceed 4.9% of the outstanding shares of common stock of CFSB Bancorp, Inc., at the conclusion of the offering. In calculating the number of shares held by any management person and his or her associates under this paragraph, shares held by any tax-qualified employee plan or non-tax-qualified employee plan of CFSB Bancorp, Inc. or Colonial Federal Savings Bank that are attributable to such person shall not be counted. |
D. |
The aggregate amount of common stock acquired in the offering, plus all prior stock issuances by CFSB Bancorp, Inc., by any non-tax-qualified employee plans, or any management person and his or her associates, exclusive of any shares of common stock acquired by such plan or management person and his or her associates in the secondary market, shall not exceed 4.9% of the stockholders equity of CFSB Bancorp, Inc. at the conclusion of the offering. In calculating the number of shares held by any management person and his or her associates under this paragraph, shares held by any tax-qualified employee plan or non-tax-qualified employee plan of CFSB Bancorp, Inc. or Colonial Federal Savings Bank that are attributable to such person shall not be counted. |
E. |
The aggregate amount of common stock acquired in the offering, plus all prior stock issuances by CFSB Bancorp, Inc., by any one or more tax-qualified employee plans, exclusive of any shares of common stock acquired by such plans in the secondary market, shall not exceed 4.9% of the outstanding shares of common stock of CFSB Bancorp, Inc. at the conclusion of the offering. |
F. |
The aggregate amount of common stock acquired in the offering, plus all prior stock issuances by CFSB Bancorp, Inc., by any one or more tax-qualified employee plans, exclusive of any shares of common stock acquired by such plans in the secondary market, shall not exceed 4.9% of the stockholders equity of CFSB Bancorp, Inc. at the conclusion of the offering. |
G. |
The aggregate amount of common stock that may be encompassed under all stock option plans and restricted stock plans of CFSB Bancorp, Inc. may not exceed, in the aggregate, 25% of the outstanding shares of common stock of CFSB Bancorp, Inc. held by persons other than 15 Beach, MHC at the conclusion of the offering. |
H. |
The aggregate amount of common stock acquired in the offering, plus all prior stock issuances by CFSB Bancorp, Inc., by all non-tax-qualified employee plans or management persons and their associates, exclusive of any common stock acquired by such plans or management persons and their associates in the secondary market, shall not exceed 29% (or such higher percentage as may be set by our board of directors with the approval of federal banking regulators) of the outstanding shares of common stock held by persons other than 15 Beach, MHC at the conclusion of the offering. In calculating the number of shares held by management persons and their associates under this paragraph or paragraph I. below, shares held by any tax-qualified employee plan or non-tax-qualified employee plan that are attributable to such persons shall not be counted. |
I. |
The aggregate amount of common stock acquired in the offering, plus all prior stock issuances by CFSB Bancorp, Inc., by all non-tax-qualified employee plans or management persons and their associates, exclusive of any common stock acquired by such plans or management persons and their associates in the secondary market, shall not exceed 29% of the stockholders equity of CFSB Bancorp, Inc. held by persons other than 15 Beach, MHC at the conclusion of the offering. |
J. |
Notwithstanding any other provision of the plan of reorganization, no person shall be entitled to purchase any common stock to the extent such purchase would be illegal under any federal law or state law or regulation or would violate regulations or policies of FINRA. CFSB Bancorp, Inc. and/or its agents may ask for an acceptable legal opinion from any purchaser as to the legality of such purchase and may refuse to honor any purchase order if such opinion is not timely furnished. |
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K. |
The board of directors of CFSB Bancorp, Inc. has the right in its sole discretion to reject any order submitted by a person whose representations our board of directors believes to be false or who it otherwise believes, either alone or acting in concert with others, is violating, circumventing, or intends to violate, evade or circumvent the terms and conditions of the plan. |
L. |
A minimum of 25 shares of common stock must be purchased by each person purchasing shares in the offering to the extent those shares are available; provided, however, that in the event the minimum number of shares of common stock purchased times the price per share exceeds $500, then such minimum purchase requirement shall be reduced to such number of shares which when multiplied by the price per share shall not exceed $500, as determined by our board of directors. |
The term associate is used above to indicate any of the following relationships with a person:
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any corporation or organization, other than 15 Beach, MHC, CFSB Bancorp, Inc. or Colonial Federal Savings Bank or a majority-owned subsidiary of 15 Beach, MHC, CFSB Bancorp, Inc. or Colonial Federal Savings Bank, of which a person is a senior officer or partner, or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization; |
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any trust or other estate, if the person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate except that for the purposes relating to subscriptions in the offering and the sale of common stock following the reorganization, a person who has a substantial beneficial interest in any non-tax-qualified employee plan or any tax-qualified employee plan, or who is a trustee or fiduciary of such plan, is not an associate of such plan, and except that for purposes of aggregating total shares that may be held by officers and directors, the term associate does not include any tax-qualified employee plan; or |
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any person who is related by blood or marriage to such person and (1) who lives in the same house as the person; or (2) who is a director or senior officer of 15 Beach, MHC, CFSB Bancorp, Inc. or Colonial Federal Savings Bank or a subsidiary thereof. |
As used above, the term acting in concert means:
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knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or |
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a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. |
A person or company that acts in concert with another person or company (other party) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated.
Persons or companies who file jointly a Schedule 13D or Schedule 13G with any regulatory agency will be deemed to be acting in concert.
For purposes of the plan of reorganization, the members of our board of directors are not deemed to be acting in concert solely by reason of their board membership.
The board of directors of CFSB Bancorp, Inc. may, in its sole discretion, and without notice or solicitation of other prospective purchasers, increase the maximum purchase limitation to 9.9% of the number of shares sold in the offering, provided that the total number of shares purchased by persons, their associates and those persons with whom they are acting in concert, to the extent such purchases exceed 5% of the shares sold in the offering, shall not exceed, in the aggregate, 10% (or such higher percentage as may be determined by our board of directors with the
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approval of the federal banking regulators) of the total number of shares sold in the offering. Requests to purchase shares of CFSB Bancorp, Inc. common stock under this provision will be allocated by the board of directors of CFSB Bancorp, Inc. in accordance with the priority rights and allocation procedures set forth above. Depending upon market and financial conditions, and subject to certain regulatory limitations, the board of directors of CFSB Bancorp, Inc., with the approval of the federal banking regulators and without further approval of the members, may increase or decrease any of the above purchase limitations at any time. To the extent that shares are available, each subscriber must subscribe for a minimum of 25 shares. In computing the number of shares of common stock to be allocated, all numbers will be rounded down to the next whole number.
Shares of common stock purchased in the offering will be freely transferable except for shares of common stock purchased by executive officers and directors of Colonial Federal Savings Bank or CFSB Bancorp, Inc. and except as described below. In addition, under FINRA guidelines, members of FINRA and their associates are subject to certain reporting requirements upon purchase of these securities.
Plan of Distribution and Marketing Arrangements
Offering materials for the offering initially have been distributed to certain persons by mail, with additional copies made available through our Stock Information Center and Piper Sandler.
To assist in the marketing of the common stock, we have retained Piper Sandler, which is a broker-dealer registered with FINRA. In its role as financial advisor, Piper Sandler will assist us as follows:
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consulting as to the marketing implications of the plan of reorganization and stock issuance plan; |
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reviewing with our board of directors the financial impact of the offering on us, based upon the independent appraisers pro forma market value of the common stock; |
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reviewing all offering documents, including the prospectus, stock order forms and related offering materials (we are responsible for the preparation and filing of such documents); |
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assisting in the design and implementation of a marketing strategy for the offering; |
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assisting us in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the offering; and |
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providing such other general advice and assistance as may be requested to promote the successful completion of the offering. |
For its services as financial advisor, Piper Sandler will receive a fee of 1.35% of the aggregate dollar amount of shares sold in the subscription and community offerings. No fee will be payable to Piper Sandler with respect to shares purchased by or on behalf of: (i) any employee benefit plan or trust of CFSB Bancorp, Inc. or Colonial Federal Savings Bank established for the benefit of its directors, officers and employees; (ii) any charitable foundation established by CFSB Bancorp, Inc. or Colonial Federal Savings Bank (or any shares contributed to such a charitable foundation); and (iii) any director, officer or employee of CFSB Bancorp, Inc. or Colonial Federal Savings Bank or members of their immediate families (whether directly or through a personal trust), which for these purposes means parents, spouses, children and grandchildren.
In the event shares of common stock are sold in a syndicated community offering, we will pay fees of 6.0% of the aggregate dollar amount of shares of common stock sold in the syndicated community offering to Piper Sandler and any other broker-dealers included in the syndicated community offering. Any such offering will be on a best efforts basis, and Piper Sandler will serve as sole book-running manager in such an offering. All fees payable with respect to a syndicated community offering will be in addition to fees payable with respect to the subscription and community offerings.
We will indemnify Piper Sandler against liabilities and expenses (including legal fees) incurred in connection with certain claims or litigation arising out of or based upon untrue statements or omissions contained in the offering material for the common stock, including liabilities under the Securities Act of 1933.
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Piper Sandler has not prepared any report or opinion constituting a recommendation or advice to us or to persons who subscribe for stock, nor has it prepared an opinion as to the fairness to us of the purchase price or the terms of the stock to be sold. Piper Sandler expresses no opinion as to the prices at which the shares of common stock to be issued may trade.
Our directors and executive officers may participate in the solicitation of offers to purchase shares of common stock. Other trained employees may participate in the offering in ministerial capacities, providing clerical work in effecting a sales transaction or answering questions of a ministerial nature. Other questions of prospective purchasers will be directed to executive officers or registered representatives. We will rely on Rule 3a4-1 of the Securities Exchange Act of 1934 so as to permit officers and directors, and employees to participate in the sale of shares of common stock. No officer, director or employee will be compensated for his participation by the payment of commissions or other remuneration based either directly or indirectly on the transactions in the shares of common stock. Piper Sandler will solicit orders and conduct sales of the common stock of CFSB Bancorp, Inc. in states in which our directors and executive officers are not permitted to offer and sell our shares of common stock.
We have also engaged Piper Sandler to act as our records agent in connection with the offering. In its role as records agent, Piper Sandler will, among other things:
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consolidate deposit accounts for voting and the offering; |
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coordinate the vote solicitation and the special meeting of members; |
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design and prepare stock order forms; |
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organize and supervise the Stock Information Center; and |
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provide necessary subscription services to distribute, collect and tabulate stock orders in the subscription and community offerings. |
Piper Sandler will receive fees of $25,000 for these services. Of the fees for serving as records agent, $10,000 has been paid as of the date of this prospectus.
Piper Sandler also will be reimbursed for its reasonable expenses in an amount not to exceed $90,000 for its role as our financial advisor and $25,000 (without prior approval) for its role as our records agent. Accordingly, the maximum reimbursable expenses, including legal fees, payable to Piper Sandler for its roles as our financial advisor and records agent is $115,000.
How We Determined the Stock Pricing and the Number of Shares to be Issued
The plan of reorganization and federal regulations require that the aggregate purchase price of the common stock sold in the offering be based on the appraised pro forma market value of the common stock, as determined by an independent valuation. We have retained RP Financial to prepare an independent valuation appraisal. For its services in preparing the initial valuation, RP Financial will receive a fee of $42,500. RP Financial will receive $7,500 for each update. RP Financial will be reimbursed for its expenses up to $2,500.
We are not affiliated with RP Financial, and neither we nor RP Financial has an economic interest in, or is held in common with, the other. RP Financial represents and warrants that it is not aware of any fact or circumstance that would cause it not to be independent within the meaning of the reorganization regulations or the applicable regulatory valuation guidelines or otherwise prohibit or restrict in anyway RP Financial from serving in the role of our independent appraiser.
We have agreed to indemnify RP Financial and its employees and affiliates against specified losses, including any losses in connection with claims under the federal securities laws, arising out of its services as independent appraiser, except where such liability results from its negligence, bad faith or willful misconduct.
The independent valuation appraisal considered the pro forma impact of the offering. Consistent with federal appraisal guidelines, the appraisal considers three primary methodologies: (1) the pro forma price-to-book value approach applied to both reported book value and tangible book value; (2) the pro forma price-to-earnings approach applied to reported and core earnings; and (3) the pro forma price-to-assets approach. The market value ratios
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applied in the utilized methodologies were based upon the current market valuations of the peer group companies identified by RP Financial, subject to valuation adjustments applied by RP Financial to account for differences between us and our peer group. RP Financial placed the greatest emphasis on the price-to-book value approach in estimating pro forma market value. RP Financial also used the pro forma price-to-assets approach for comparison purposes, however, RP Financial determined this approach to be less meaningful for a company like us, as we have equity well in excess of regulatory capital requirements.
The independent valuation was prepared by RP Financial in reliance upon the information contained in this prospectus, including our financial statements. RP Financial also considered the following factors, among others:
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our present and projected operating results and financial condition; |
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the economic and demographic conditions in our existing market area; |
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certain historical, financial and other information relating to us; |
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a comparative evaluation of our operating and financial characteristics with those of other similarly situated publicly traded savings institutions; |
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the impact of the reorganization and the offering on our equity and earnings potential; |
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the establishment and funding of the charitable foundation with $250,000 and 2.0% of our outstanding shares of common stock (100,000 shares of common stock at the midpoint of the offering range); |
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our proposed dividend policy; and |
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the trading market for securities of comparable institutions and general conditions in the market for such securities. |
The independent valuation is also based on an analysis of a peer group of publicly traded savings and loan holding companies that RP Financial considered comparable to us under regulatory guidelines applicable to the independent valuation. Under these guidelines, a minimum of 12 peer group companies are selected from the universe of all publicly traded savings institutions with relatively comparable resources, strategies and financial and other operating characteristics. Such companies must also be traded on an exchange (such as Nasdaq or the New York Stock Exchange). The peer group companies selected also consisted of fully converted stock institutions that were not subject to an actual or rumored acquisition and that had been in fully converted form for at least one year. In addition, RP Financial limited the peer group companies to the following two selection criteria: (1) the peer group companies must operate in Colonial Federal Savings Banks market or in market areas with similar operating and economic environments, which RP Financial limited to the New England, Mid-Atlantic and Midwest regions of the U.S.; and (2) each peer group institution must have total assets of less than $1.3 billion. The regulatory appraisal guidelines require RP Financial to select a minimum of ten peer companies, whose equity securities are traded on an exchange.
In applying each of the valuation methods, RP Financial considered adjustments to the pro forma market value based on a comparison of us with the peer group. RP Financial advised the board of directors that the valuation conclusion included the following adjustments relative to the peer group:
RP Financial considered adjustments to the pro forma market value based on a comparison of CFSB Bancorp, Inc. with the peer group. RP Financial advised the board of directors that the valuation analysis took into consideration that relative to the peer group moderate downward adjustments were applied for profitability, growth, viability of earnings and slight downward adjustments were applied for dividends, liquidity of the shares and marketing of the issue. Additionally, RP Financial made a slight upward adjustment for CFSB Bancorps financial condition and primary market area in comparison to the peer groups characteristics for those valuation parameters. RP Financial made no adjustments for asset growth, management and the effect of government regulations and regulatory reform.
Included in RP Financials independent valuation were certain assumptions as to the pro forma earnings of CFSB Bancorp, Inc. after the offering that were used in determining the appraised value. These assumptions
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included estimated expenses, an assumed after-tax rate of return of 0.65% (the tax-adjusted yield on the one-year U.S. Treasury as of June 30, 2021) on the net offering proceeds and purchases in the open market of common stock by the stock-based benefit plan at the $10.00 per share purchase price in the offering. In addition, RP Financials independent valuation considered that a charitable foundation will be established and funded with a $250,000 cash contribution and the contribution of additional shares equal to 2.0% of the number of shares outstanding at the completion of the reorganization and offering (including shares issued to 15 Beach, MHC and contributed to the charitable foundation). See Pro Forma Data for additional information concerning the assumptions included in the independent valuation and used in preparing the pro forma data. The use of different assumptions may yield different results.
On the basis of the foregoing, RP Financial advised us that as of August 20, 2021, the estimated pro forma market value of the common stock, assuming we were selling a minority of our shares in the offering, was $50.0 million. Based on applicable regulations, this forms a midpoint of a valuation range with a minimum of $42.5 million and a maximum of $57.5 million. Our board of directors determined to offer the shares of common stock in the offering at the purchase price of $10.00 per share and that 43.0% of our outstanding shares should be held by purchasers in the offering, 2.0% of our outstanding shares should be contributed to the charitable foundation, and 55.0% of our outstanding shares should be held by 15 Beach, MHC. Based on the estimated valuation range and the purchase price of $10.00 per share, the total number of shares of common stock that CFSB Bancorp, Inc. will issue will range from 4,250,000 to 5,750,000 shares, with a midpoint of 5,000,000 shares (including in each case shares issued to 15 Beach, MHC and the charitable foundation), and the number of shares sold in the offering will range from 1,827,500 shares to 2,472,500 shares, with a midpoint of 2,150,000 shares.
Our board of directors reviewed the independent valuation and, in particular, considered (1) our financial condition and results of operations for the two years ended June 30, 2021, (2) financial comparisons to other financial institutions, and (3) stock market conditions generally and, in particular, for financial institutions. All of these factors are set forth in the independent valuation. Our board of directors also reviewed the methodology and the assumptions used by RP Financial in preparing the independent valuation. The estimated valuation range may be amended with the approval of the Federal Reserve Board, if necessitated by subsequent developments in our financial condition or market conditions generally.
Following commencement of the subscription offering, the maximum of the estimated valuation range may be increased by up to 15%, to up to $66.1 million and the maximum number of shares that will be outstanding immediately following the offering may be increased up to 15% to up to 6,612,500 shares. Under such circumstances the number of shares sold in the offering will be increased to up to 2,843,375 shares and the number of shares held by 15 Beach, MHC will be increased to up to 3,636,875 shares. The increase in the valuation range may occur to reflect demand for the shares or changes in market conditions, without the resolicitation of subscribers. The minimum of the estimated valuation range and the minimum of the offering range may not be decreased without a resolicitation of subscribers. The purchase price of $10.00 per share will remain fixed. See Offering of Common StockLimitations On Purchase of Shares as to the method of distribution and allocation of additional shares of common stock that may be issued in the event of an increase in the offering range to fill unfilled orders in the subscription and community offerings.
The independent valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. RP Financial did not independently verify the financial statements and other information provided by Colonial Federal Savings Bank, nor did RP Financial value independently the assets or liabilities of Colonial Federal Savings Bank. The independent valuation considers Colonial Federal Savings Bank as a going concern and should not be considered as an indication of its liquidation value. Moreover, because the 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 purchasing shares in the offering will thereafter be able to sell such shares at prices at or above the purchase price.
The independent valuation will be updated at the time of the completion of the offering. If the update to the independent valuation at the conclusion of the offering results in an increase in the pro forma market value of the common stock to more than $57.5 million or a decrease in the pro forma market value to less than $42.5 million, then CFSB Bancorp, Inc., after consulting with the Federal Reserve Board, may terminate the plan of reorganization and return all funds promptly, with interest on payments made by check, certified or tellers check, bank draft or money order; extend or hold a new subscription offering, community offering, or both; establish a new offering range and commence a resolicitation of subscribers; or take such other actions as may be permitted by the Federal Reserve Board and FINRA to complete the reorganization and offering. In the event that a resolicitation is
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commenced due to a change in the independent valuation, all funds submitted for subscriptions will be promptly returned to investors, with interest at 0.10% per annum from the date the stock order was received, and investors will be given the opportunity to place a new order for a period of time. A resolicitation, if any, following the conclusion of the subscription and community offerings would not exceed 45 days unless further extended by regulators for periods of up to 90 days not to extend beyond 24 months following the special meeting of members, or [EXT DATE 2].
An increase in the independent valuation and the number of shares to be issued in the offering would decrease both a subscribers ownership interest and CFSB Bancorp, Inc.s pro forma earnings and stockholders equity on a per share basis while decreasing pro forma earnings and increasing stockholders equity on an aggregate basis. A decrease in the independent valuation and the number of shares of common stock to be issued in the offering would increase both a subscribers ownership interest and CFSB Bancorp, Inc.s pro forma earnings and stockholders equity on a per share basis while increasing pro forma net income and decreasing stockholders equity on an aggregate basis. For a presentation of the effects of such changes, see Pro Forma Data.
Copies of the appraisal report of RP Financial and the detailed memorandum of the appraiser setting forth the method and assumptions for such appraisal are available for inspection at the Greenfield office of Colonial Federal Savings Bank and the other locations specified under Where You Can Find More Information.
No sale of shares of common stock may occur unless, prior to such sale, RP Financial confirms to Colonial Federal Savings Bank and the Federal Reserve Board that, to the best of its knowledge, nothing of a material nature has occurred that, taking into account all relevant factors, would cause RP Financial to conclude that the independent valuation is incompatible with its estimate of the pro forma market value of the common stock of CFSB Bancorp, Inc. at the conclusion of the offering. Any change that would result in an aggregate purchase price that is below the minimum or above the maximum of the estimated valuation range would be subject to regulatory approval. If such confirmation is not received, we may extend the offering; reopen the offering or commence a new offering; establish a new estimated valuation range and commence a resolicitation of all purchasers with the approval of federal regulators; or take such other actions as permitted in order to complete the offering.
Prospectus Delivery
To ensure that each purchaser in the subscription and community offerings receives a prospectus at least 48 hours before the expiration of the offering in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, we may not mail a prospectus any later than five days prior to the expiration date or hand deliver a prospectus any later than two days prior to that date. We are not obligated to deliver a prospectus or stock order form by means other than U.S. Mail. Execution of a stock order form will confirm receipt of delivery of a prospectus in accordance with Rule 15c2-8. Stock order forms will be distributed only if preceded or accompanied by a prospectus.
In the syndicated community offering, a prospectus and stock order form in electronic format may be made available on Internet sites or through other online services maintained by Piper Sandler or one or more other members of the syndicate, or by their respective affiliates. In those cases, prospective investors may view offering terms online. The members of the syndicate may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made on the same basis as other allocations.
Other than the prospectus in electronic format, the information on the Internet sites referenced in the preceding paragraph and any information contained in any other Internet site maintained by any member of the syndicate is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or by Piper Sandler or any other member of the syndicate in its capacity as selling agent or syndicate member and should not be relied upon by investors.
Procedure for Purchasing Shares
Expiration Date. The offering will expire at :00 p.m., Eastern Time, on [EXP DATE], unless we extend it. This extension may be approved by us, in our sole discretion, without further approval or additional notice to subscribers in the offering. Any extension of the subscription and/or community offering beyond [EXT DATE 1] would require regulatory approval. If the offering is extended past [EXT DATE 1], we will resolicit subscribers. You will have the opportunity to confirm, change or cancel your order within a specified period of time. If you do not respond during that period, your stock order will be cancelled and your deposit account withdrawal
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authorizations will be cancelled or your funds submitted will be returned promptly with interest at 0.10% from the date your stock order was processed. No single extension will exceed 90 days. Aggregate extensions may not go beyond [EXT DATE 2], which is two years after the special meeting of members to consider the plan of reorganization. We reserve the right in our sole discretion to terminate the offering at any time and for any reason, in which case we will cancel any deposit account withdrawal authorizations and promptly return all funds submitted, with interest at 0.10% from the date of processing as described above.
We have the right to reject any order submitted in the offering by a person who we believe is making false representations or who we otherwise believe, either alone or acting in concert with others, is violating, evading, circumventing, or intends to violate, evade or circumvent the terms and conditions of the plan of reorganization.
Use of Stock Order Forms. In order to purchase shares of common stock, you must complete and sign an original stock order form and remit full payment. We will not be required to accept incomplete stock order forms, unsigned stock order forms, or orders submitted on photocopied or facsimiled stock order forms. All stock order forms must be received, not postmarked, prior to :00 p.m., Eastern Time, [EXP DATE]. We will not accept stock order forms that are not received by that time, are executed defectively or are received without full payment or without appropriate deposit account withdrawal instructions. We are not required to notify subscribers of incomplete or improperly executed stock order forms. We have the right (but are not required) to permit the correction of incomplete or improperly executed stock order forms. We do not represent, however, that we will do so. You may submit your stock order form and payment by mail using the stock order reply envelope provided, by overnight delivery to our Stock Information Center at the indicated address on the stock order form. You may also hand deliver stock order forms to our drop box located at Colonial Federal Savings Banks main office at 15 Beach Street, Quincy, Massachusetts during branch hours. We will accept hand-delivered stock order forms only at this location. Once tendered, an order form cannot be modified or revoked unless the offering is terminated or is extended beyond [EXT DATE 1], or the number of shares of common stock to be sold is increased to more than 2,843,375 shares or decreased to less than 1,827,500 shares. We reserve the absolute right, in our sole discretion, to reject orders received in the community offering, in whole or in part, at the time of receipt or at any time prior to completion of the offering.
If you are ordering shares in the subscription offering, you must represent that you are purchasing shares for your own account and that you have no agreement or understanding with any person for the sale or transfer of the shares. Our interpretation of the terms and conditions of the plan of reorganization and of the acceptability of the order forms will be final.
To ensure that eligible account holders, supplemental eligible account holders, and other members are properly identified as to their stock purchase priorities, such parties must list all deposit accounts on the stock order form giving all names on each deposit account and the account numbers at the applicable eligibility date.
By signing the order form, you will be acknowledging that the common stock is not a deposit or savings account and is not federally insured or otherwise guaranteed by Colonial Federal Savings Bank or the federal government, and that you received a copy of this prospectus. However, signing the order form will not result in you waiving your rights under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Payment for Shares. Payment for all shares of common stock will be required to accompany all completed stock order forms for the purchase to be valid. Payment for shares may be made by:
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personal check, bank check or money order, payable to CFSB Bancorp, Inc.; or |
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authorization of withdrawal from the types of Colonial Federal Savings Bank deposit account(s) designated on the stock order form. |
Appropriate means for designating withdrawals from deposit accounts at Colonial Federal Savings Bank are provided in the stock order forms. The funds designated must be available in the account(s) at the time the stock order form is received. A hold will be placed on these funds, making them unavailable to the depositor. Funds authorized for withdrawal will continue to earn interest within the account at the applicable deposit account rate until the offering is completed, at which time the designated withdrawal will be made. Interest will remain in the account. Interest penalties for early withdrawal applicable to certificates of deposit will not apply to withdrawals authorized for the purchase of shares of common stock; however, if a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate of deposit will be cancelled at the time of withdrawal without penalty, and the remaining balance will earn interest at the rate of 0.10% subsequent to the withdrawal.
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In the case of payments made by personal check, these funds must be available in the account(s). Checks and money orders will be immediately cashed and placed in a segregated account at Colonial Federal Savings Bank and will earn interest at a rate of 0.10% from the date payment is processed until the reorganization and offering is completed, at which time, a subscriber will be issued a check for interest earned.
Regulations prohibit Colonial Federal Savings Bank from knowingly lending funds or extending credit to any person to purchase shares of common stock in the offering. You may not pay by wire transfer. You may not submit cash or use a check drawn on a Colonial Federal Savings Bank line of credit. We will not accept third-party checks (a check written by someone other than you) payable to you and endorsed over to CFSB Bancorp, Inc. You may not designate on your stock order form a direct withdrawal from a Colonial Federal Savings Bank retirement account. See Using Retirement Account Funds for information on using such funds. Once we receive your executed stock order form, it may not be modified, amended or rescinded without our consent, unless the offering is not completed by the expiration date, in which event purchasers may be given the opportunity to increase, decrease or rescind their orders for a specified period of time.
We have the right, in our sole discretion, to permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for the shares of common stock for which they subscribe at any time prior to 48 hours before the completion of the reorganization and offering. This payment may be made by wire transfer.
Our employee stock ownership plan will not be required to pay for any shares purchased in the offering until completion of the reorganization and offering, provided there is a loan commitment from either an unrelated financial institution or CFSB Bancorp, Inc. to lend to the employee stock ownership plan the necessary amount to fund the purchase at the time of the expiration of the subscription offering. In addition, if our 401(k) Plan purchases shares in the offering on behalf of participants, it will not be required to pay for such shares until completion of the reorganization and offering.
Using Retirement Account Funds. If you are interested in using funds in your individual retirement account (IRA) or other retirement account to purchase shares of common stock in the offering, you must do so through an account offered by a custodian that can hold common stock. By regulation, Colonial Federal Savings Bank retirement accounts are not capable of holding common stock. Therefore, if you wish to use funds that are currently in a retirement account held at Colonial Federal Savings Bank, you may not designate on the order form that you wish funds to be withdrawn from the account for the purchase of common stock. The funds you wish to use for the purchase of common stock will instead have to be transferred to an independent trustee or custodian, such as a brokerage firm, which offers the type of retirement accounts that can hold common stock. The purchase must be made through that account. If you do not have such an account, you will need to establish one before placing a stock order. A one-time and/or annual administrative fee may be payable to the independent trustee or custodian. There will be no early withdrawal or Internal Revenue Service interest penalties for these transfers. Individuals interested in using funds in an individual retirement account or any other retirement account, whether held at Colonial Federal Savings Bank or elsewhere, to purchase shares of common stock should contact our Stock Information Center for guidance as soon as possible, preferably at least two weeks before the [EXP DATE] offering deadline. Processing such transactions takes additional time, and whether such funds can be used may depend on limitations imposed by the institutions where such funds are currently held. We cannot guarantee that you will be able to use such funds.
Delivery of Stock Purchased
All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A statement reflecting ownership of shares of common stock issued in the subscription and community offerings will be mailed by our transfer agent to the persons entitled thereto at the registration address noted by them on their stock order forms as soon as practicable following consummation of the offering. Shares of common stock sold in the syndicated community offering may be delivered electronically through the services of The Depository Trust Company, subject to any necessary regulatory approval. We expect trading in the stock to begin on the day of completion of the offering or the next business day. Until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, purchasers might not be able to sell the shares of common stock that they purchased, even though the common stock will have begun trading. Your ability to sell your shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.
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Restrictions on Transfer of Subscription Rights and Shares
Federal Reserve Board regulations prohibit any person with subscription rights, specifically the eligible account holders, supplemental eligible account holders and other members, from transferring or entering into any agreement or understanding to transfer the legal or beneficial ownership of the subscription rights issued under the plan of reorganization or the shares of common stock to be issued upon their exercise. These rights may be exercised only by the person to whom they are granted and only for his or her account. Each person exercising subscription rights will be required to certify that he or she is purchasing shares solely for his or her own account and that he or she has no agreement or understanding regarding the sale or transfer of such shares. The regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase subscription rights or shares of common stock to be issued upon their exercise prior to completion of the offering. When registering your stock purchase on the stock order form, you cannot add the name(s) of others for joint stock registration unless they are also named on the qualifying deposit account. Doing so may jeopardize your subscription rights.
We intend to pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights, and we will not honor orders that we believe involve the transfer of subscription rights.
Other Restrictions
Notwithstanding any other provision of the plan of reorganization, no person is entitled to purchase any shares of common stock to the extent the purchase would be illegal under any federal or state law or regulation, including state blue sky regulations, or would violate regulations or policies of FINRA, particularly those regarding free riding and withholding. We may ask for an acceptable legal opinion from any purchaser as to the legality of his or her purchase and we may refuse to honor any stock order if an opinion is not timely furnished. In addition, we are not required to offer shares of common stock to any person who resides in a foreign country or in a state of the United States with respect to which any of the following apply: (a) a small number of persons otherwise eligible to subscribe for shares under the plan of reorganization reside in the state; (b) the issuance of subscription rights or the offer or sale of shares of common stock to such persons would require us, under the securities laws of the state, to register as a broker, dealer, salesman or agent or to register or otherwise qualify our securities for sale in the state; or (c) registration or qualification would be impracticable for reasons of cost or otherwise.
How You Can Obtain Additional InformationStock Information Center
Our banking personnel may not, by law, assist with investment-related questions about the offering. If you have questions regarding the reorganization or offering, please call our Stock Information Center. The telephone number is 1-( ) - . The Stock Information Center is open for telephone calls Monday through Friday, between 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.
Material Income Tax Consequences
Consummation of the reorganization is subject to the prior receipt of an opinion of counsel or tax advisor with respect to federal and state income taxation that the reorganization will not be a taxable transaction to Colonial Federal Savings Bank, CFSB Bancorp, Inc., eligible account holders, supplemental eligible account holders and other members. Unlike private letter rulings, opinions of counsel or tax advisors are not binding on the Internal Revenue Service or any state taxing authority, and taxing authorities may disagree with those opinions. In the event of such disagreement, there can be no assurance that Colonial Federal Savings Bank or CFSB Bancorp, Inc. would prevail in a judicial proceeding.
Colonial Federal Savings Bank and CFSB Bancorp, Inc. have received an opinion of counsel, Luse Gorman, PC, regarding the material federal income tax consequences of the reorganization, which includes the following:
1. |
The conversion of Colonial Federal Savings Bank to 15 Beach, MHC will qualify as a tax-free reorganization under Internal Revenue Code Section 368(a)(1)(F). |
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2. |
The transfer by Colonial Federal Savings Bank in mutual form (the Mutual Bank) of substantially all of its assets and liabilities to Colonial Federal Savings Bank in stock form (the Stock Bank) solely in exchange for voting common stock of Stock Bank qualifies as an exchange under Internal Revenue Code Section 351 and the Mutual Bank will recognize no gain or loss upon the transfer of substantially all of its assets and liabilities solely in exchange for such voting common stock. |
3. |
The Mutual Banks holding period in the common stock of the Stock Bank received in the reorganization will include the holding period during which the property exchanged was held. |
4. |
Colonial Federal Savings Bank will recognize no income with respect to its bad debt reserve established under Internal Revenue Code Section 593. |
5. |
The Stock Bank will recognize no gain or loss upon its receipt of property from the Mutual Bank in exchange for its stock. |
6. |
The Stock Banks basis in the property received from the Mutual Bank will be the same as the basis of such property in the hands of the Mutual Bank immediately before the reorganization. |
7. |
The Stock Banks holding period for the property received from the Mutual Bank will include the period during which such property was held by the Mutual Bank. |
8. |
Colonial Federal Savings Banks members will recognize no gain or loss by reason of the reorganization. |
9. |
No gain or loss will be recognized by eligible account holders, supplemental eligible account holders or other members of the Mutual Bank on the issuance to them of withdrawable deposit accounts in the Stock Bank plus liquidation rights with respect to 15 Beach, MHC, in exchange for their deposit accounts in the Mutual Bank or to the other depositors on the issuance to them of withdrawable deposit accounts. |
10. |
It is more likely than not that the fair market value of the subscription rights to purchase common stock is zero. Accordingly, no gain or loss will be recognized by eligible account holders, supplemental eligible account holders or other members upon the distribution to them of the nontransferable subscription rights to purchase shares of stock of CFSB Bancorp, Inc. Gain realized, if any, by the eligible account holders, supplemental eligible account holders and other members on the distribution to them of nontransferable subscription rights to purchase shares of common stock will be recognized but only in an amount not in excess of the fair market value of such subscription rights. Eligible account holders, supplemental eligible account holders and other members will not realize any taxable income as a result of the exercise by them of the nontransferable subscription rights. |
11. |
The basis of the deposit accounts in the Stock Bank to be received by the eligible account holders, supplemental eligible account holders and other members of the Mutual Bank will be the same as the basis of their deposit accounts in Mutual Bank surrendered in exchange therefor. The basis of the interests in the liquidation rights in Beach, MHC to be received by the eligible account holders, supplemental eligible account holders, and other members of the Mutual Bank shall be zero. |
12. |
15 Beach, MHC and the persons who purchased common stock of CFSB Bancorp, Inc. in the subscription and community offering (minority stockholders) will recognize no gain or loss upon the transfer of Stock Bank stock and cash, respectively, to CFSB Bancorp, Inc. in exchange for stock in CFSB Bancorp, Inc. |
13. |
CFSB Bancorp, Inc. will recognize no gain or loss on its receipt of the Stock Bank stock and cash in exchange for CFSB Bancorp, Inc. common stock. |
14. |
15 Beach, MHCs basis in the CFSB Bancorp, Inc. common stock received will be the same as its basis in the Stock Bank stock transferred. |
15. |
15 Beach, MHCs holding period in CFSB Bancorp, Inc. common stock received will include the period during which it held the Stock Bank common stock, provided that the property was a capital asset on the date of the exchange. |
16. |
CFSB Bancorp, Inc.s basis in the Stock Bank stock received from 15 Beach, MHC will be the same as the basis of such property in the hands of 15 Beach, MHC. |
17. |
CFSB Bancorp, Inc.s holding period for the Stock Bank stock received from 15 Beach, MHC will include the period during which the property was held by 15 Beach, MHC. |
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18. |
It is more likely than not that the basis of CFSB Bancorp, Inc. common stock to its stockholders will be the purchase price thereof. The holding period of the common stock purchased pursuant to the exercise of subscription rights shall commence on the date on which the right to acquire the stock was exercised. |
We believe that the tax opinions summarized above address all material federal income tax consequences that are generally applicable to CFSB Bancorp, Inc., 15 Beach, MHC, Colonial Federal Savings Bank and persons receiving subscription rights. The tax opinions as to items 10 and 18 above are based on the position that subscription rights to be received by eligible account holders, supplemental eligible account holders and other members do not have any economic value at the time of distribution or the time the subscription rights are exercised. In this regard, Luse Gorman, PC noted that the subscription rights will be granted at no cost to the recipients, are legally non-transferable and of short duration, and will provide the recipient with the right only to purchase shares of common stock at the same price to be paid by members of the general public in any community offering. The firm also noted that the Internal Revenue Service has not in the past concluded that subscription rights have value. In addition, in the view of RP Financial (which is acting as independent appraiser of the value of the shares of CFSB Bancorp, Inc. common stock in connection with the reorganization), the subscription rights do not have any value for the reasons set forth above. RP Financials view is not binding on the Internal Revenue Service. Based on the foregoing, Luse Gorman, PC believes that it is more likely than not that the nontransferable subscription rights to purchase shares of common stock have no value. However, the issue of whether or not the nontransferable subscription rights have value is based on all the facts and circumstances. If the subscription rights granted are deemed to have an ascertainable value, receipt of these rights could result in taxable gain, in an amount equal to the ascertainable value, to those eligible account holders, supplemental eligible account holders and other members who exercise the subscription rights, and we could recognize gain on a distribution. Eligible account holders, supplemental eligible account holders and other members are encouraged to consult with their own tax advisors as to the tax consequences if subscription rights are deemed to have an ascertainable value.
The Internal Revenue Service will not issue private letter rulings with respect to the issue of whether nontransferable rights have value. Unlike private letter rulings, an opinion of counsel or the view of an independent appraiser is not binding on the Internal Revenue Service and the Internal Revenue Service could disagree with the conclusions reached therein. Depending on the conclusion or conclusions with which the Internal Revenue Service disagrees, the Internal Revenue Service may take the position that the transaction is taxable to any one or more of Colonial Federal Savings Bank, the members of Colonial Federal Savings Bank, CFSB Bancorp, Inc., eligible account holders, supplemental eligible account holders and other members who exercise their subscription rights. In the event of a disagreement, there can be no assurance that CFSB Bancorp, Inc. or Colonial Federal Savings Bank would prevail in a judicial or administrative proceeding.
The federal tax opinion has been filed with the Securities and Exchange Commission as an exhibit to CFSB Bancorp, Inc.s registration statement. An opinion regarding the Massachusetts state income tax consequences consistent with the federal tax opinion has been issued by Wolf & Company, P.C. tax advisors to Colonial Federal Savings Bank and CFSB Bancorp, Inc.
Restrictions on Purchase or Transfer of Our Shares after Reorganization
The shares being acquired by the directors, executive officers and their associates are being acquired for investment purposes, and not with a view towards resale. All shares of common stock purchased in the offering by a director or an executive officer of CFSB Bancorp, Inc. or Colonial Federal Savings Bank generally may not be sold for a period of one year following the closing of the reorganization, except in the event of the death of the director or executive officer. Each statement of ownership for restricted shares will bear a legend giving notice of this restriction on transfer, and instructions will be issued to the effect that any transfer within this time period of any record or ownership of the shares other than as provided above is a violation of the restriction. Any shares of common stock issued at a later date as a stock dividend, stock split or otherwise with respect to the restricted stock will be similarly restricted. The directors and executive officers of CFSB Bancorp, Inc. also will be restricted by the insider trading rules promulgated pursuant to the Securities Exchange Act of 1934.
Purchases of shares of our common stock by any of our directors, executive officers and their associates during the three-year period following the closing of the reorganization may be made only through a broker or dealer registered with the Securities and Exchange Commission, except with the prior written approval of the Federal Reserve Board and the Office of the Comptroller of the Currency. This restriction does not apply, however, to negotiated transactions involving more than 1% of our outstanding common stock, or to purchases of our common stock by one or more tax-qualified employee stock benefit plans or nontax-qualified employee stock benefit plans, including any stock-based benefit plans.
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Federal regulations prohibit CFSB Bancorp, Inc. from repurchasing its shares of common stock during the first year following the reorganization unless compelling business reasons exist for such repurchases, or to fund management recognition plans that have been approved by stockholders (with regulatory approval) or tax-qualified employee stock benefit plans.
COLONIAL FEDERAL SAVINGS BANK CHARITABLE FOUNDATION, INC.
General
In furtherance of our commitment to the communities in our market area, the plan of reorganization provides that we will establish a new charitable foundation, Colonial Federal Savings Bank Charitable Foundation, Inc., as a non-stock, nonprofit Delaware corporation in connection with the reorganization and offering. The charitable foundation will be funded with cash and shares of our common stock, as further described below. By further enhancing our visibility and reputation in the communities within our market area, we believe that the charitable foundation will enhance the long-term value of Colonial Federal Savings Banks community banking franchise. The reorganization and offering present us with a unique opportunity to provide a substantial and continuing benefit to our community through the charitable foundation.
Purpose of the Charitable Foundation
In connection with the closing of the reorganization and offering, we intend to contribute to the charitable foundation $250,000 in cash and 2.0% of our outstanding shares of common stock, which would consist of 100,000 shares of our common stock at the midpoint of the offering range (for an aggregate contribution of $1,250,000, at the midpoint of the offering range, based on the $10.00 per share offering price).
The purpose of the charitable foundation is to provide financial support to charitable organizations in our market area and to enable the communities that we serve to share in our long-term growth. The charitable foundation will be dedicated completely to community activities and the promotion of charitable causes, and may be able to support such activities in ways that are not presently available to us. It will also support our ongoing obligations to the community under the Community Reinvestment Act. Colonial Federal Savings Bank received a Satisfactory rating in its most recent Community Reinvestment Act examination.
Funding the charitable foundation with shares of our common stock is also intended to allow our communities to share in our potential growth and success after the offering is completed because the charitable foundation will benefit directly from any increases in the value of our shares of common stock. In addition, the charitable foundation will maintain close ties with Colonial Federal Savings Bank, thereby forming a partnership within the communities in which Colonial Federal Savings Bank operates.
Structure of the Charitable Foundation
The charitable foundation will be incorporated under Delaware law as a non-stock, nonprofit corporation. The certificate of incorporation of the charitable foundation will provide that the corporation is organized exclusively for charitable purposes as set forth in Section 501(c)(3) of the Internal Revenue Code. The certificate of incorporation will further provide that no part of the net earnings of the charitable foundation will inure to the benefit of, or be distributable to, its members, directors or officers or to private individuals.
The charitable foundation will be governed by a board of directors, initially consisting of Michael E. McFarland and Susan Shea of Colonial Federal Savings Bank and at least one other individual. We are required to select one person to serve on the initial board of directors who is not one of our officers or directors and who has experience with local charitable organizations and grant making. As of the date of this prospectus, we have not selected the individual to serve as the director to satisfy these requirements. For five years after the reorganization and offering, one seat on the charitable foundations board of directors will be reserved for a person from our local community who has experience with local community charitable organizations and grant making and who is not one of our officers, directors or employees, and at least one seat on the charitable foundations board of directors will be reserved for one of Colonial Federal Savings Banks directors.
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The board of directors of the charitable foundation will be responsible for establishing its grant and donation policies, consistent with the purposes for which it was established. As directors of a nonprofit corporation, the directors of the charitable foundation will at all times be bound by their fiduciary duty to advance the charitable foundations charitable goals, to protect its assets and to act in a manner consistent with the charitable purposes for which the charitable foundation is established. The directors also will be responsible for directing the activities of the charitable foundation, including the management and voting of the shares of our common stock held by the charitable foundation. However, as required by applicable regulations, all shares of our common stock held by the charitable foundation must be voted in the same ratio as all other shares of our common stock on all proposals considered by our stockholders.
The charitable foundations place of business will be located at our administrative offices. The board of directors of the charitable foundation will appoint such officers and employees as may be necessary to manage its operations. To the extent applicable, we will comply with the affiliates restrictions set forth in Sections 23A and 23B of the Federal Reserve Act and applicable Office of the Comptroller of the Currency regulations governing transactions between Colonial Federal Savings Bank and the charitable foundation.
The charitable foundation will receive working capital from the initial cash contribution and:
(1) |
any dividends that may be paid on our shares of common stock in the future to the extent that it continues to own shares of our common stock; |
(2) |
within the limits of applicable federal and state laws, loans collateralized by the shares of common stock; and |
(3) |
the proceeds of the sale of any of the shares of common stock in the open market from time to time. |
As a private foundation under Section 501(c)(3) of the Internal Revenue Code, the charitable foundation will be required to distribute annually in grants or donations a minimum of 5% of the average fair market value of its net investment assets.
Tax Considerations
We believe that an organization created for the above purposes should qualify as a Section 501(c)(3) exempt organization under the Internal Revenue Code and should be classified as a private foundation. As long as the charitable foundation files an application for tax-exempt status within 27 months of the last day of the month in which it was organized, and provided the Internal Revenue Service approves the application, its effective date as a Section 501(c)(3) organization will be the date of its organization. We have not received a tax opinion as to whether the charitable foundations tax-exempt status will be affected by the regulatory requirement that all shares of our common stock held by it must be voted in the same ratio as all other outstanding shares of our common stock on all proposals considered by our stockholders.
We believe that our contribution of shares of our common stock to the charitable foundation should not constitute an act of self-dealing and that we should be entitled to a deduction in the amount of the fair market value of the stock at the time of the contribution less the nominal amount that the charitable foundation is required to pay us for such stock. We are permitted to deduct for charitable purposes only an amount equal to 10% of our annual taxable income in any one year. We are permitted under the Internal Revenue Code to carry the excess contribution over the five-year period following the contribution to the charitable foundation. We estimate that all of the contribution should be deductible over the six-year period (i.e., the year in which the contribution is made and the succeeding five-year period). However, we do not have any assurance that the Internal Revenue Service will grant tax-exempt status to the charitable foundation. In such event, our contribution to the charitable foundation would be expensed without a tax benefit, resulting in a reduction in earnings in the year in which the Internal Revenue Service makes such a determination. Furthermore, even if the contribution is deductible, we may not have sufficient earnings to be able to use the deduction in full. Any such decision to continue to make additional contributions to the charitable foundation in the future would be based on an assessment of, among other factors, our financial condition at that time, the interests of our stockholders and depositors, and the financial condition and operations of the foundation.
As a private foundation, earnings and gains, if any, from the sale of common stock or other assets are exempt from federal and state income taxation. However, investment income, such as interest, dividends, and net capital
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gains, less any expense such as investment advisory fees directly related to the production of income, is subject to an excise tax of 1.39%. The charitable foundation will be required to file an annual return with the Internal Revenue Service and the State of Massachusetts Attorney Generals Charitable Division within four and one-half months after the close of its fiscal year. The charitable foundation will be required to make its annual return available for public inspection. The annual return for a private foundation includes, among other things, an itemized list of all grants made or approved, showing the amount of each grant, the recipient, any relationship between a grant recipient and the foundations managers and a concise statement of the purpose of each grant.
Regulatory Requirements Imposed on the Charitable Foundation
The Federal Reserve Board requires that, before our board of directors adopted the plan of reorganization, the board of directors had to identify its members that will serve on the charitable foundations board, and these directors could not participate in our boards discussions concerning contributions to the charitable foundation, and could not vote on the matter. Our board of directors complied with this regulation in adopting the plan of reorganization.
The Office of the Comptroller of the Currency and the Federal Reserve Board will generally not object if a well-capitalized savings bank contributes to a charitable foundation an aggregate amount of 8% or less of the shares or proceeds issued in an offering. Colonial Federal Savings Bank qualifies as a well-capitalized savings bank for purposes of this limitation, and the contribution to the charitable foundation will not exceed this limitation.
The Office of the Comptroller of the Currency and the Federal Reserve Board impose the following additional requirements on the establishment of the charitable foundation:
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the charitable foundations primary purpose must be to serve and make grants in our local community; |
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the Office of the Comptroller of the Currency and the Federal Reserve Board may examine the charitable foundation at the foundations expense; |
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the charitable foundation must comply with all supervisory directives imposed by the Office of the Comptroller of the Currency and the Federal Reserve Board; |
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the charitable foundation must provide annually to the Office of the Comptroller of the Currency and the Federal Reserve Board a copy of the annual report that the charitable foundation submits to the Internal Revenue Service; |
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the charitable foundation must operate according to written policies adopted by its board of directors, including a conflict of interest policy; |
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the charitable foundation may not engage in self-dealing and must comply with all laws necessary to maintain its tax-exempt status under the Internal Revenue Code; and |
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the charitable foundation must vote its shares of our common stock in the same ratio as all of the other shares voted on each proposal considered by our stockholders. |
RESTRICTIONS ON THE ACQUISITION OF CFSB BANCORP, INC.
AND COLONIAL FEDERAL SAVINGS BANK
The principal federal regulatory restrictions which affect the ability of any person, firm or entity to acquire CFSB Bancorp, Inc., Colonial Federal Savings Bank or their respective capital stock are described below. Also discussed are certain provisions in CFSB Bancorp, Inc.s charter and bylaws that may be deemed to affect the ability of a person, firm or entity to acquire CFSB Bancorp, Inc.
Mutual Holding Company Structure
15 Beach, MHC will own a majority of the outstanding common stock of CFSB Bancorp, Inc. after the offering and, through its board of directors, will be able to exercise voting control over virtually all matters put to a vote of stockholders. For example, 15 Beach, MHC may exercise its voting control to prevent a sale or merger transaction or to defeat a stockholder nominee for election to the board of directors of CFSB Bancorp, Inc. It will not be possible for another entity to acquire CFSB Bancorp, Inc. without the consent of 15 Beach, MHC. 15 Beach, MHC, as long as it remains in the mutual form of organization, will control a majority of the voting stock of CFSB Bancorp, Inc.
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Federal Law
Under the Change in Bank Control Act, no person may acquire control of a savings and loan holding company unless the Federal Reserve Board has been given 60 days prior written notice and has not issued a notice disapproving the proposed acquisition.
Control, as defined under federal law, means ownership, control, or holding with power to vote, of 25% or more of any class of voting stock. Federal regulations establish a rebuttable presumption of control upon ownership, control, or holding with power to vote, of 10% or more of a class of voting stock where (i) the company has registered securities under Section 12 of the Securities Exchange Act of 1934 or (ii) no other person will own control or hold the power to vote a greater percentage of that class of voting securities.
The Federal Reserve Board may deny an acquisition of control if it finds, among other things, that:
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the acquisition would result in a monopoly or substantially lessen competition; |
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the financial condition of the acquiring person might jeopardize the financial stability of the institution; |
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the competence, experience or integrity of the acquiring person indicates that it would not be in the interest of the depositors or the public to permit the acquisition of control by such person; or |
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the acquisition would have an adverse effect on the Deposit Insurance Fund. |
For a period of three years following completion of the offering, Federal Reserve Board regulations generally prohibit any person from acquiring or making an offer to acquire beneficial ownership of more than 10% of the stock of CFSB Bancorp, Inc. or Colonial Federal Savings Bank without the Federal Reserve Boards prior approval.
Charters and Bylaws of CFSB Bancorp, Inc. and Colonial Federal Savings Bank
The following discussion is a summary of provisions of the charter and bylaws of CFSB Bancorp, Inc. and Colonial Federal Savings Bank that may be deemed to affect the ability of a person, firm or entity to acquire CFSB Bancorp, Inc. The description is necessarily general and qualified by reference to the charter and bylaws.
Classified Board of Directors. The board of directors of CFSB Bancorp, Inc. is required by the charter and bylaws to be divided into three staggered classes that are as equal in size as is possible. Each year one class will be elected by stockholders of CFSB Bancorp, Inc. for a three-year term. A classified board promotes continuity and stability of management of CFSB Bancorp, Inc., but makes it more difficult for stockholders to change a majority of the directors because it generally takes at least two annual elections of directors for this to occur.
Authorized but Unissued Shares of Capital Stock. Following the offering, CFSB Bancorp, Inc. will have authorized but unissued shares of preferred stock and common stock. See Description of Capital Stock of CFSB Bancorp, Inc. Although these shares could be used by the board of directors of CFSB Bancorp, Inc. to make it more difficult or to discourage an attempt to obtain control of CFSB Bancorp, Inc. through a merger, tender offer, proxy contest or otherwise, it is unlikely that we would use or need to use shares for these purposes since 15 Beach, MHC will own a majority of the common stock for so long as we remain in the mutual holding company structure.
How Shares are Voted. CFSB Bancorp, Inc.s charter provides that there will not be cumulative voting by stockholders for the election of CFSB Bancorp, Inc.s directors. No cumulative voting rights means that 15 Beach, MHC, as the holder of a majority of the shares eligible to be voted at a meeting of stockholders, may elect all directors of CFSB Bancorp, Inc. to be elected at that meeting. This could prevent minority stockholder representation on CFSB Bancorp, Inc.s board of directors.
Restrictions on Acquisitions of Shares. A section in CFSB Bancorp, Inc.s charter provides that for a period of five years from the closing of the offering, no person, other than 15 Beach, MHC, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of equity security of CFSB Bancorp, Inc.
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held by persons other than 15 Beach, MHC, and that any shares acquired in excess of this limit will not be entitled to be voted and will not be counted as voting stock in connection with any matters submitted to the stockholders for a vote. Colonial Federal Savings Banks charter will contain a similar provision, except the ownership restriction will apply to persons other than 15 Beach, MHC and CFSB Bancorp, Inc.
Procedures for Stockholder Nominations and Proposals for New Business. CFSB Bancorp, Inc.s bylaws provide that any stockholder wanting to make a nomination for the election of directors or a proposal for new business at a meeting of stockholders must send written notice to the Secretary of CFSB Bancorp, Inc. at least five days before the date of the annual meeting. Management believes that it is in the best interests of CFSB Bancorp, Inc. and its stockholders to provide enough time for management to disclose to stockholders information about a dissident slate of nominations for directors. This advance notice requirement may also give management time to solicit its own proxies in an attempt to defeat any dissident slate of nominations if management thinks it is in the best interest of stockholders generally. Similarly, adequate advance notice of stockholder proposals will give management time to study such proposals and to determine whether to recommend to the stockholders that such proposals be adopted.
Limitations on Calling Special Meetings of Stockholders. CFSB Bancorp, Inc.s federal charter provides that special meetings of our stockholders may be called by the chairman of the board, the president, or a majority of the board of directors, and shall be called by the chairman of the board, the president, or the secretary upon the written request of the holders of not less than one-tenth of all of our outstanding shares of voting stock.
Purpose and Anti-Takeover Effects of CFSB Bancorp, Inc.s Charter and Bylaws. Our board of directors believes that the provisions described above are prudent and will reduce our vulnerability to takeover attempts and certain other transactions that have not been negotiated with and approved by our board of directors. These provisions also will assist us in the orderly deployment of the offering proceeds into productive assets during the initial period after the offering. We believe these provisions are in the best interests of CFSB Bancorp, Inc. and its stockholders. Our board of directors believes that it will be in the best position to determine the true value of CFSB Bancorp, Inc. and to negotiate more effectively for what may be in the best interests of all our stockholders. Accordingly, our board of directors believes that it is in the best interests of CFSB Bancorp, Inc. and all of our stockholders to encourage potential acquirers to negotiate directly with the board of directors and that these provisions will encourage such negotiations and discourage hostile takeover attempts.
Takeover attempts that have not been negotiated with and approved by our board of directors present the risk of a takeover on terms that may be less favorable than might otherwise be available. A transaction that is negotiated and approved by our board of directors, on the other hand, can be carefully planned and undertaken at an opportune time in order to obtain maximum value for our stockholders, with due consideration given to matters such as the management and business of the acquiring corporation.
Although a tender offer or other takeover attempt may be made at a price substantially above the current market price, such offers are sometimes made for less than all of the outstanding shares of a target company. As a result, stockholders may be presented with the alternative of partially liquidating their investment at a time that may be disadvantageous, or retaining their investment in an enterprise that is under different management and whose objectives may not be similar to those of the remaining stockholders.
Despite our belief as to the benefits to stockholders of these provisions of CFSB Bancorp, Inc.s charter and bylaws, these provisions also may have the effect of discouraging a future takeover attempt. As a result, stockholders who might desire to participate in such a transaction may not have any opportunity to do so. Such provisions will also make it more difficult to remove our board of directors and management. We believe, however, that the potential benefits outweigh the possible disadvantages.
Benefit Plans
In addition to the provisions of CFSB Bancorp, Inc.s charter and bylaws described above, benefit plans of CFSB Bancorp, Inc. and Colonial Federal Savings Bank that may authorize the issuance of equity to its board of directors, officers and employees adopted in connection with or following the offering contain or may contain provisions which also may discourage hostile takeover attempts which the board of directors of Colonial Federal Savings Bank might conclude are not in the best interests of CFSB Bancorp, Inc. and Colonial Federal Savings Bank or CFSB Bancorp, Inc.s stockholders.
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DESCRIPTION OF CAPITAL STOCK OF CFSB BANCORP, INC.
General
CFSB Bancorp, Inc. is authorized to issue 90,000,000 shares of common stock having a par value of $0.01 per share and 10,000,000 shares of serial preferred stock, par value of $0.01 per share. Each share of CFSB Bancorp, Inc.s common stock will have the same relative rights as, and will be identical in all respects with, each other share of common stock. Upon payment of the purchase price for the common stock in accordance with the plan of reorganization, all of the stock will be duly authorized, fully paid and nonassessable. Presented below is a description of the features of CFSB Bancorp, Inc.s capital stock that are deemed material to an investment decision with respect to the offering. The common stock of CFSB Bancorp, Inc. will represent non-withdrawable capital, will not be an account of an insurable type, and will not be insured by the FDIC.
CFSB Bancorp, Inc. currently expects that it will have a maximum of up to 6,612,500 shares of common stock outstanding after the completion of the reorganization and offering, of which up to 2,975,625 shares will be held by persons other than 15 Beach, MHC. Our board of directors can, without stockholder approval, issue additional shares of common stock, although 15 Beach, MHC, so long as it is in existence, must own a majority of CFSB Bancorp, Inc.s outstanding shares of common stock. CFSB Bancorp, Inc.s issuance of additional shares of common stock could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control. CFSB Bancorp, Inc. has no present plans to issue additional shares of common stock other than pursuant to the stock benefit plans previously discussed.
Common Stock
Distributions. CFSB Bancorp, Inc. can pay dividends if, as and when declared by its board of directors, subject to compliance with limitations which are imposed by law. The holders of common stock of CFSB Bancorp, Inc. will be entitled to receive and share equally in such dividends as may be declared by the board of directors of CFSB Bancorp, Inc. out of funds legally available therefor. In the future, dividends from CFSB Bancorp, Inc. will depend, in large part, upon receipt of dividends from Colonial Federal Savings Bank, because CFSB Bancorp, Inc. will have no source of income other than dividends from Colonial Federal Savings Bank, earnings from the investment of proceeds retained by CFSB Bancorp, Inc. from the sale of shares of common stock in the offering, and interest payments with respect to CFSB Bancorp, Inc.s loan to the employee stock ownership plan to fund the plans purchase of our common stock. Regulations of the Federal Reserve Board and the Office of the Comptroller of the Currency impose limitations on capital distributions by savings institutions.
If CFSB Bancorp, Inc. pays dividends to its stockholders, it would likely pay dividends to 15 Beach, MHC, unless 15 Beach, MHC is permitted by the Federal Reserve Board to waive the receipt of dividends. The Federal Reserve Boards current regulations significantly restrict the ability of mutual holding companies organized after December 1, 2009 to waive dividends declared by their subsidiaries. Accordingly, because dividends would be required to be paid to 15 Beach, MHC along with all other stockholders, the amount of dividends available for all other stockholders would be less than if 15 Beach, MHC were permitted to waive the receipt of dividends.
Pursuant to our charter, CFSB Bancorp, Inc. is authorized to issue preferred stock. If CFSB Bancorp, Inc. issues preferred stock, the holders thereof may have a priority over the holders of the common stock with respect to dividends.
Voting Rights. Upon the effective date of the offering, the holders of common stock of CFSB Bancorp, Inc. will possess exclusive voting rights in CFSB Bancorp, Inc. Each holder of common stock will be entitled to one vote per share and will not have any right to cumulate votes in the election of directors. If CFSB Bancorp, Inc. issues preferred stock, holders of the preferred stock may also possess voting rights.
Liquidation. In the event of any liquidation, dissolution or winding up of Colonial Federal Savings Bank, CFSB Bancorp, Inc., as holder of Colonial Federal Savings Banks capital stock, would be entitled to receive, after payment or provision for payment of all debts and liabilities of Colonial Federal Savings Bank, including all deposit accounts and accrued interest thereon, all assets of Colonial Federal Savings Bank available for distribution. In the event of liquidation, dissolution or winding up of CFSB Bancorp, Inc., the holders of its common stock would be entitled to receive, after payment or provision for payment of all its debts and liabilities, all of the assets of CFSB Bancorp, Inc. available for distribution. If preferred stock is issued, the holders thereof may have a priority over the holders of the common stock in the event of liquidation or dissolution.
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Rights to Buy Additional Shares. Holders of the common stock of CFSB Bancorp, Inc. will not be entitled to preemptive rights with respect to any shares which may be issued. Preemptive rights are the priority right to buy additional shares if CFSB Bancorp, Inc. issues more shares in the future. The common stock is not subject to redemption.
Preferred Stock
None of the shares of CFSB Bancorp, Inc.s authorized preferred stock will be issued in the offering. Such stock may be issued with such preferences and designations as our board of directors may from time to time determine. Our board of directors can, without stockholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights which could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control. CFSB Bancorp, Inc. has no present plans to issue preferred stock.
[●] will act as the transfer agent and registrar for the common stock.
The legality of the common stock and the federal income tax consequences of the reorganization and offering have been passed upon for Colonial Federal Savings Bank and CFSB Bancorp, Inc. by the firm of Luse Gorman, PC, Washington, D.C. The Massachusetts state income tax consequences of the reorganization and offering have been passed upon for Colonial Federal Savings Bank and CFSB Bancorp, Inc. by Wolf & Company, P.C., Boston, Massachusetts. Luse Gorman, PC and Wolf & Company, P.C. have consented to the references in this prospectus to their opinions. Certain legal matters regarding the reorganization and offering will be passed upon for Piper Sandler by Silver, Freedman, Taff & Tiernan LLP, Washington, D.C.
The financial statements of Colonial Federal Savings Bank as of June 30, 3021 and 2020 and for each of the years in the two-year period ended June 30, 2021, have been audited by Wolf & Company, P.C., an independent registered public accounting firm, as stated in its report thereon and included in this prospectus and registration statement in reliance upon such report of such firm as experts in accounting and auditing.
RP Financial has consented to the publication in this prospectus of the summary of its report to Colonial Federal Savings Bank and CFSB Bancorp, Inc. setting forth its opinion as to the estimated pro forma market value of the common stock upon the completion of the reorganization and offering and its letter with respect to subscription rights.
WHERE YOU CAN FIND MORE INFORMATION
CFSB Bancorp, Inc. has filed a registration statement with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the common stock offered hereby. As permitted by the rules and regulations of the Securities and Exchange Commission, this prospectus does not contain all the information set forth in the registration statement. The registration statement also is available through the Securities and Exchange Commissions website on the internet at http://www.sec.gov. The statements contained in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement are, of necessity, brief descriptions thereof and are not necessarily complete but do contain all material information regarding the documents; each statement is qualified by reference to the contract or document.
CFSB Bancorp, Inc. and Colonial Federal Savings Bank have filed applications with the Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC with respect to the reorganization and offering. Pursuant to the rules and regulations of the Federal Reserve Board, this prospectus omits certain information contained in such applications. To obtain a copy of non-confidential portions of the applications filed with the Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC, you may contact Scott Chu, Supervisory Analyst, of the Federal Reserve Bank of Boston, at (617) 973-3088, the Northeastern District Office of the Office of the Comptroller of the Currency located at 15 Braintree Hill Office Park, Suite 200, Braintree, Massachusetts 02184 ((866) 728-9953), or the Boston Area Office of the FDIC located at 340 Madison Avenue, Fifth Floor, New York, New York 10173 ((212) 790-4000).
119
A copy of the charter and bylaws of CFSB Bancorp, Inc. is available without charge from Colonial Federal Savings Bank.
In connection with the offering, CFSB Bancorp, Inc. will register its common stock with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of 1934. Upon this registration, CFSB Bancorp, Inc. and the holders of its shares of common stock will become subject to the proxy solicitation rules, reporting requirements and restrictions on stock purchases and sales by directors, officers and greater than 10% stockholders, the annual and periodic reporting and certain other requirements of the Securities Exchange Act of 1934. Under the plan of reorganization, CFSB Bancorp, Inc. has undertaken that it will not terminate this registration for a period of at least three years following the reorganization.
120
INDEX TO FINANCIAL STATEMENTS OF
COLONIAL FEDERAL SAVINGS BANK
* * *
Separate financial statements for CFSB Bancorp, Inc. have not been included in this prospectus because CFSB Bancorp, Inc. has not engaged in any significant activities, has no significant assets, and has no contingent liabilities, revenue or expenses.
All financial statement schedules have been omitted as the required information either is not applicable or is included in the financial statements or related notes.
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors of Colonial Federal Savings Bank and subsidiary
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Colonial Federal Savings Bank and subsidiary (the Bank) as of June 30, 2021 and 2020, the related consolidated statements of net income, comprehensive income, changes in retained earnings and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Bank as of June 30, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Banks management. Our responsibility is to express an opinion on the Banks financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Bank in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Bank is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Banks internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Wolf & Company, P.C.
We have served as the Banks auditor since 2004.
Boston, Massachusetts
September 9, 2021
F-2
Colonial Federal Savings Bank and Subsidiary
June 30, 2021 and 2020
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Assets |
|
|||||||
Cash and due from banks |
$ | 1,708 | $ | 1,628 | ||||
Short-term investments (defined in footnotes) |
38,970 | 35,736 | ||||||
|
|
|
|
|||||
Total cash and cash equivalents |
40,678 | 37,364 | ||||||
Certificates of deposit |
980 | 980 | ||||||
Securities available for sale, at fair value |
2,294 | 403 | ||||||
Securities held to maturity, at amortized cost fair value of $107,391 in 2021 and $95,916 in 2020 |
105,114 | 92,066 | ||||||
Federal Home Loan Bank stock, at cost |
453 | 666 | ||||||
Loans, net of allowance for loan losses of $1,722 in 2021 and $1,662 in 2020 |
174,433 | 186,839 | ||||||
Premises and equipment, net |
3,459 | 3,516 | ||||||
Accrued interest receivable |
1,146 | 1,118 | ||||||
Bank-owned life insurance |
9,250 | 9,015 | ||||||
Deferred tax asset |
665 | 732 | ||||||
Other assets |
382 | 267 | ||||||
|
|
|
|
|||||
$ | 338,854 | $ | 332,966 | |||||
|
|
|
|
|||||
Liabilities and Retained Earnings |
|
|||||||
Deposits: |
||||||||
Non-interest bearing |
$ | 30,129 | $ | 24,941 | ||||
Interest bearing |
254,505 | 252,527 | ||||||
|
|
|
|
|||||
Total deposits |
284,634 | 277,468 | ||||||
Short-term borrowings |
918 | 427 | ||||||
Long-term debt |
| 3,294 | ||||||
Mortgagors escrow accounts |
1,572 | 1,610 | ||||||
Accrued expenses and other liabilities |
3,085 | 2,921 | ||||||
|
|
|
|
|||||
Total liabilities |
290,209 | 285,720 | ||||||
|
|
|
|
|||||
Commitments and contingencies (Note 10) |
||||||||
Retained earnings |
48,628 | 47,236 | ||||||
Accumulated other comprehensive income |
17 | 10 | ||||||
|
|
|
|
|||||
Total retained earnings |
48,645 | 47,246 | ||||||
|
|
|
|
|||||
$ | 338,854 | $ | 332,966 | |||||
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-3
Colonial Federal Savings Bank and Subsidiary
Consolidated Statements of Net Income
Years Ended June 30, 2021 and 2020
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Interest and dividend income: |
||||||||
Interest and fees on loans |
$ | 7,099 | $ | 7,660 | ||||
Interest and dividends on debt securities: |
||||||||
Taxable |
1,777 | 1,782 | ||||||
Tax exempt |
557 | 664 | ||||||
Interest on short-term investments and certificates of deposit |
49 | 264 | ||||||
|
|
|
|
|||||
Total interest and dividend income |
9,482 | 10,370 | ||||||
|
|
|
|
|||||
Interest expense: |
||||||||
Deposits |
2,017 | 2,568 | ||||||
Short-term borrowings |
59 | 21 | ||||||
Long-term debt |
| 126 | ||||||
|
|
|
|
|||||
Total interest expense |
2,076 | 2,715 | ||||||
|
|
|
|
|||||
Net interest income |
7,406 | 7,655 | ||||||
Provision for loan losses |
60 | 50 | ||||||
|
|
|
|
|||||
Net interest income, after provision for loan losses |
7,346 | 7,605 | ||||||
|
|
|
|
|||||
Non-interest income: |
||||||||
Customer service fees |
115 | 140 | ||||||
Income on bank-owned life insurance |
235 | 232 | ||||||
Gain on calls of securities held to maturity |
| 1 | ||||||
Other income |
293 | 275 | ||||||
|
|
|
|
|||||
Total non-interest income |
643 | 648 | ||||||
|
|
|
|
|||||
Non-interest expense: |
||||||||
Salaries and employee benefits |
3,994 | 4,022 | ||||||
Occupancy and equipment |
831 | 796 | ||||||
Advertising |
101 | 98 | ||||||
Data processing |
348 | 327 | ||||||
Deposit insurance |
85 | 7 | ||||||
Other general and administrative |
992 | 1,002 | ||||||
|
|
|
|
|||||
Total non-interest expense |
6,351 | 6,252 | ||||||
|
|
|
|
|||||
Income before income taxes |
1,638 | 2,001 | ||||||
Provision for income taxes |
246 | 278 | ||||||
|
|
|
|
|||||
Net income |
$ | 1,392 | $ | 1,723 | ||||
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Colonial Federal Savings Bank and Subsidiary
Consolidated Statements of Comprehensive Income
Years Ended June 30, 2021 and 2020
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Net income |
$ | 1,392 | $ | 1,723 | ||||
|
|
|
|
|||||
Other comprehensive income: |
||||||||
Unrealized gains (losses) on securities available for sale |
11 | (2 | ) | |||||
Tax effect |
(4 | ) | 1 | |||||
|
|
|
|
|||||
Net-of-tax amount |
7 | (1 | ) | |||||
|
|
|
|
|||||
Comprehensive income |
$ | 1,399 | $ | 1,722 | ||||
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Colonial Federal Savings Bank and Subsidiary
Consolidated Statements of Changes in Retained Earnings
Years Ended June 30, 2021 and 2020
Retained
Earnings |
Accumulated
Other Comprehensive Income |
Total | ||||||||||
|
|
|
||||||||||
(In Thousands) | ||||||||||||
Balance at June 30, 2019 |
$ | 45,513 | $ | 11 | $ | 45,524 | ||||||
Comprehensive income |
1,723 | (1 | ) | 1,722 | ||||||||
|
|
|
|
|
|
|||||||
Balance at June 30, 2020 |
47,236 | 10 | 47,246 | |||||||||
Comprehensive income |
1,392 | 7 | 1,399 | |||||||||
|
|
|
|
|
|
|||||||
Balance at June 30, 2021 |
$ | 48,628 | $ | 17 | $ | 48,645 | ||||||
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Colonial Federal Savings Bank and Subsidiary
Consolidated Statements of Changes of Cash Flows
Years Ended June 30, 2021 and 2020
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 1,392 | $ | 1,723 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Provision for loan losses |
60 | 50 | ||||||
Gain on calls of securities held to maturity, net |
| (1 | ) | |||||
Depreciation and amortization, net |
714 | 638 | ||||||
Deferred income tax benefit |
63 | (38 | ) | |||||
Net change in: |
||||||||
Cash surrender value of bank-owned life insurance |
(235 | ) | (232 | ) | ||||
Accrued interest receivable |
(28 | ) | (66 | ) | ||||
Other, net |
49 | 191 | ||||||
|
|
|
|
|||||
Net cash provided by operating activities |
2,015 | 2,265 | ||||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchases of certificates of deposit |
| (980 | ) | |||||
Activity in securities available for sale: |
||||||||
Maturities, prepayments and calls |
103 | 119 | ||||||
Purchases |
(1,982 | ) | | |||||
Activity in securities held to maturity: |
||||||||
Maturities, prepayments and calls |
25,848 | 21,288 | ||||||
Purchases |
(39,341 | ) | (15,169 | ) | ||||
Loan originations and payments, net |
12,346 | (7,847 | ) | |||||
Additions to premises and equipment |
(213 | ) | (657 | ) | ||||
Redemption of Federal Home Loan Bank stock |
213 | 213 | ||||||
|
|
|
|
|||||
Net cash used in investing activities |
(3,026 | ) | (3,033 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Net increase in deposits |
7,166 | 26,317 | ||||||
Net increase in short term borrowings |
491 | 427 | ||||||
Repayments of long term debt |
(3,294 | ) | (4,425 | ) | ||||
Net decrease in mortgagors escrow accounts |
(38 | ) | 23 | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
4,325 | 22,342 | ||||||
|
|
|
|
(continued)
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Colonial Federal Savings Bank and Subsidiary
Consolidated Statements of Changes of Cash Flows (Concluded)
Years Ended June 30, 2021 and 2020
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Net change in cash and cash equivalents |
3,314 | 21,574 | ||||||
Cash and cash equivalents at beginning of year |
37,364 | 15,790 | ||||||
|
|
|
|
|||||
Cash and cash equivalents at end of year |
$ | 40,678 | $ | 37,364 | ||||
|
|
|
|
|||||
Supplementary information: |
||||||||
Interest paid on deposits, short term borrowings and long term debt |
$ | 2,082 | $ | 2,735 | ||||
Income taxes paid |
152 | 280 |
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements
Years Ended June 30, 2021 and 2020
1. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of presentation and consolidation
The consolidated financial statements include the accounts of Colonial Federal Savings Bank (the Bank) and its wholly-owned subsidiary, Beach Street Security Corporation, which was established for the purpose of buying, holding and selling securities. All significant intercompany balances and transactions have been eliminated in consolidation.
Business
The Bank provides a variety of financial services to individuals and small businesses through its offices in Quincy, Holbrook and Weymouth. Its primary deposit products are savings, checking and term certificate accounts, and its primary lending product is residential mortgage loans.
Use of estimates
In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near term is the allowance for loan losses.
Reclassification
Certain amounts in the 2020 consolidated financial statements have been reclassified to conform to the 2021 presentation.
Cash and cash equivalents
For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, and interest-bearing deposits consisting primarily of balances at the Federal Reserve Bank of Boston and deposits sold that mature overnight. The Bank may from time to time have deposits in financial institutions which exceed federally insured limits. At June 30, 2021 and 2020, the Bank had a concentration of cash on deposit at the Federal Reserve Bank of Boston amounting to $35,157,000 and $30,737,000, respectively.
Certificates of deposits
Certificates of deposits generally mature within one year and are carried at cost, which approximates fair value.
F-9
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair value hierarchy
The Bank groups its assets that are measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value.
Level 1 Valuation is based on quoted prices in active exchange markets for identical assets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2 Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets.
Level 3 Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
Securities
Debt securities that management has the positive intent and ability to hold to maturity are classified as held to maturity and recorded at amortized cost. Securities not classified as held to maturity are classified as available for sale and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income, net of tax effects.
Purchase premiums and discounts are recognized in interest income using the level yield method over the terms of the securities except for purchase premiums on callable securities which are amortized to the earliest call date. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
Each reporting period, the Bank evaluates all securities with a decline in fair value below the amortized cost of the investment to determine whether or not the impairment is deemed to be other-than-temporary (OTTI).
F-10
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Securities (concluded)
OTTI is required to be recognized if (1) the Bank intends to sell the security; (2) it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost basis; or (3) for debt securities, the present value of expected cash flows is not sufficient to recover the entire amortized cost basis. For impaired debt securities that the Bank intends to sell, or more likely than not will be required to sell, the full amount of the depreciation is recognized as OTTI through earnings. For all other impaired securities, credit-related OTTI is recognized through earnings and non-credit related OTTI is recognized in other comprehensive income, net of applicable taxes.
Federal Home Loan Bank stock
The Bank, as a member of the Federal Home Loan Bank (FHLB) system, is required to maintain an investment in capital stock of the FHLB of Boston. Based on redemption provisions of the FHLB, the stock has no quoted market value and is carried at cost. At its discretion, the FHLB of Boston may declare dividends on the stock. The Bank reviews for impairment based on the ultimate recoverability of the cost basis in the FHLB stock. As of June 30, 2021 and 2020, no impairment has been recognized.
Loans
The Banks loan portfolio includes residential real estate, commercial real estate, construction and consumer loan segments. Residential real estate loans include classes for 1-4 family, multifamily, second mortgages and home equity lines of credit.
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method. When loans are sold or paid off, any unamortized fees and costs are recorded in earnings.
F-11
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Loans (concluded)
The accrual of interest on all loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on non-accrual is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are less than ninety days past due and future payments are reasonably assured, generally after six months.
Allowance for loan losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of general, allocated and unallocated components, as further described below.
General component
The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: residential real estate, commercial real estate, construction and consumer loans. Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: levels/trends in delinquencies; trends in volume, credit concentrations and terms of loans; effects of changes in risk selection and underwriting standards and other changes in lending policies, procedures and practices; experience/ability/depth of lending management and staff; and national and local economic trends and conditions. There were no significant changes in the Banks policies or methodology pertaining to the general component of the allowance for loan losses during 2021 or 2020. During 2021, the Bank further disaggregated the classes within the residential real estate segment to create a separate class for multifamily loans.
The qualitative factors are determined based on the various risk characteristics of each loan segment. Risk characteristics relevant to each portfolio segment are as follows:
F-12
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Allowance for loan losses (continued)
General component (concluded)
Residential real estate This segment includes residential 1-4 family, multifamily, second mortgages and home equity lines of credit. The Bank generally does not originate loans with a loan- to-value ratio greater than 80 percent (without private mortgage insurance) and does not generally grant loans that would be classified as subprime upon origination. Multifamily are residential 5 family or greater and primarily income-producing properties throughout Eastern Massachusetts. The underlying cash flows generated by the properties can be adversely impacted by a downturn in the economy due to increased vacancy rates, which in turn, would have an effect on the credit quality. The Bank generally has first and second liens on property securing home equity lines of credit. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.
Multifamily real estate Loans in this segment.
Commercial real estate Loans in this segment are primarily on income-producing properties throughout Eastern Massachusetts. The underlying cash flows generated by the properties can be adversely impacted by a downturn in the economy due to increased vacancy rates, which in turn, would have an effect on the credit quality in this segment.
Consumer Loans, which include home improvement loans, in this segment are generally unsecured and repayment is dependent on the credit quality of the individual borrower A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.
Allocated component
The allocated component relates to loans that are classified as impaired. Based on internal credit ratings, residential real estate, commercial real estate and construction loans are evaluated for impairment on a loan-by-loan basis. Impairment is measured by either the present value of expected future cash flows discounted at the loans effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows or collateral value of the impaired loan is lower than the carrying value of that loan. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify consumer loans for impairment disclosures, unless such loans are subject to a troubled debt restructuring agreement.
F-13
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Allowance for loan losses (concluded)
Allocated component (concluded)
A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrowers prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
The Bank periodically may agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring (TDR). All TDRs are initially classified as impaired.
Unallocated component
An unallocated component is maintained to cover uncertainties that could affect managements estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating general and allocated reserves in the portfolio.
Premises and equipment
Land is carried at cost. Buildings and equipment are carried at cost, less accumulated depreciation computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the term of the respective leases.
Bank-owned life insurance
Bank-owned life insurance policies are reflected on the consolidated balance sheet at cash surrender value. Changes in the net cash surrender value of the policies, as well as insurance proceeds received, are reflected in non-interest income in the consolidated statements of net income and are not subject to income taxes.
F-14
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Deferred Compensation Plan
The Bank has entered into individual Deferred Compensation Agreements with specified executives.
Advertising
Advertising expenses are charged to earnings when incurred.
Pension plan
Costs of the multi-employer pension plan are based on the contribution required to be made to the plan. It is the Banks policy to fund pension costs in the year of accrual.
Income taxes
Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted accordingly through the provision for income taxes in the period of enactment. A valuation allowance is established against deferred tax assets when, based upon available evidence it is more likely than not that some or all of the deferred tax assets will not be realized. There is no valuation allowance on deferred tax assets at June 30, 2021 and 2020.
The Banks base amount of its federal income tax reserve for loan losses is a permanent difference for which there is no recognition of a deferred tax liability. However, the loan loss allowance maintained for financial reporting purposes is a temporary difference with allowable recognition of a related deferred tax asset, if it is deemed realizable.
The Bank does not have any uncertain tax positions at June 30, 2021 or 2020 which require disclosure. The Bank accounts for interest and penalties as part of its provision for federal and state taxes. No interest and penalties were recorded for the years ended June 30, 2021 and 2020.
Transfers of financial assets
Transfers of an entire financial asset, a group of entire financial assets, or a participating interest in an entire financial asset are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right to pledge or exchange the transferred assets, and (3) the Bank does not maintain effective control over the transferred assets.
F-15
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Transfer of financial assets (concluded)
During the normal course of business, the Bank may transfer a portion of a financial asset, for example, a participation loan or the government guaranteed portion of a loan. In order to be eligible for sales treatment, the transfer of the portion of the loan must meet the criteria of a participating interest. If it does not meet the criteria of a participating interest, the transfer must be accounted for as a secured borrowing. In order to meet the criteria for a participating interest, all cash flows from the loan must be divided proportionately, the rights of each loan holder must have the same priority, the loan holders must have no recourse to the transferor other than standard representations and warranties and no loan holder has the right to pledge or exchange the entire loan.
Comprehensive income/loss
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the retained earnings section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income.
The components of accumulated other comprehensive income, included in retained earnings, are as follows:
June 30, | ||||||||
|
||||||||
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Net unrealized gains on available for sale securities |
$ | 24 | $ | 13 | ||||
Tax effect |
(7 | ) | (3 | ) | ||||
|
|
|
|
|||||
$ | 17 | $ | 10 | |||||
|
|
|
|
F-16
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded)
Recent accounting pronouncements
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-02, Leases (Topic 842). This ASU is intended to improve financial reporting about leasing transactions and the key provision impacting the Bank is the requirement for a lessee to record a right-to-use asset and a liability representing the obligation to make lease payments for long-term operating leases. The ASU, as amended, will be effective for fiscal years beginning after December 15, 2021. Management is currently evaluating the impact of adopting this ASU to the consolidated financial statements. It is expected that assets and liabilities will increase based on the estimated present value of remaining lease payments in place at the adoption date.
On June 16, 2016, the FASB issued ASU 2016-13, Financial InstrumentsCredit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entitys portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. This ASU, as amended, is effective for fiscal years beginning after December 15, 2022. Management is currently evaluating the impact of adopting this ASU to the consolidated financial statements, which may be material.
2. |
RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS |
Effective March 26, 2020, the Board of Governors of the Federal Reserve reduced reserve requirement ratios to zero percent and therefore no reserve balance was required at June 30, 2021 and 2020.
F-17
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
3. |
SECURITIES |
The amortized cost and fair value of securities, with gross unrealized gains and losses, follows:
June 30, 2021 | ||||||||||||||||
Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair Value | |||||||||||||
|
|
|
|
|||||||||||||
(In Thousands) | ||||||||||||||||
Securities available for sale |
||||||||||||||||
Government-sponsored enterprises: |
||||||||||||||||
Debt obligations |
$ | 1,983 | $ | 12 | $ | | $ | 1,995 | ||||||||
Mortgage-backed securities |
260 | 12 | | 272 | ||||||||||||
Collateralized mortgage obligations |
27 | | | 27 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities available for sale |
$ | 2,270 | $ | 24 | $ | | $ | 2,294 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Securities held to maturity |
||||||||||||||||
Government-sponsored enterprises: |
||||||||||||||||
Debt obligations |
$ | 1,001 | $ | 12 | $ | | $ | 1,013 | ||||||||
Mortgage-backed securities |
27,680 | 1,229 | (12 | ) | 28,897 | |||||||||||
Collateralized mortgage obligations |
17 | 1 | | 18 | ||||||||||||
Municipal bonds |
38,360 | 458 | (216 | ) | 38,602 | |||||||||||
Corporate bonds |
38,056 | 936 | (131 | ) | 38,861 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities held to maturity |
$ | 105,114 | $ | 2,636 | $ | (359 | ) | $ | 107,391 | |||||||
|
|
|
|
|
|
|
|
F-18
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
SECURITIES (continued)
June 30, 2020 | ||||||||||||||||
Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair Value | |||||||||||||
|
|
|
|
|||||||||||||
(In Thousands) | ||||||||||||||||
Securities available for sale |
||||||||||||||||
Government-sponsored enterprises: |
||||||||||||||||
Mortgage-backed securities |
$ | 344 | $ | 14 | $ | | $ | 358 | ||||||||
Collateralized mortgage obligations |
46 | | (1 | ) | 45 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities available for sale |
$ | 390 | $ | 14 | $ | (1 | ) | $ | 403 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Securities held to maturity |
||||||||||||||||
Government-sponsored enterprises: |
||||||||||||||||
Debt obligations |
$ | 2,007 | $ | 76 | $ | | $ | 2,083 | ||||||||
Mortgage-backed securities |
41,837 | 1,994 | (1 | ) | 43,830 | |||||||||||
Collateralized mortgage obligations |
32 | 1 | | 33 | ||||||||||||
Municipal bonds |
24,900 | 592 | | 25,492 | ||||||||||||
Corporate bonds |
23,290 | 1,198 | (10 | ) | 24,478 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities held to maturity |
$ | 92,066 | $ | 3,861 | $ | (11 | ) | $ | 95,916 | |||||||
|
|
|
|
|
|
|
|
Securities with an amortized cost of $9,956,000 and a fair value of $10,081,000 at June 30, 2021 were pledged to secure a credit line with the Federal Reserve Bank. See Note 7.
F-19
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
SECURITIES (continued)
The amortized cost and fair value of debt securities, by contractual maturity, at June 30, 2021, is shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
Available for Sale | Held to Maturity | |||||||||||||||
Amortized
Cost |
Fair
Value |
Amortized
Cost |
Fair Value |
|||||||||||||
|
|
|
|
|||||||||||||
(In Thousands) | ||||||||||||||||
Within 1 year |
$ | | $ | | $ | 8,246 | $ | 8,326 | ||||||||
Over 1 year through 5 years |
| | 21,416 | 22,209 | ||||||||||||
Over 5 years through 10 years |
1,983 | 1,995 | 26,010 | 26,272 | ||||||||||||
Over 10 years |
| | 21,745 | 21,669 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
1,983 | 1,995 | 77,417 | 78,476 | |||||||||||||
Mortgage-backed securities |
260 | 272 | 27,680 | 28,897 | ||||||||||||
Collateralized mortgage obligations |
27 | 27 | 17 | 18 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 2,270 | $ | 2,294 | $ | 105,114 | $ | 107,391 | |||||||||
|
|
|
|
|
|
|
|
F-20
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
SECURITIES (continued)
Information pertaining to securities with gross unrealized losses at June 30, 2021 and 2020 aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:
Less Than Twelve Months | Over Twelve Months | |||||||||||||||
Gross
Unrealized Losses |
Fair Value |
Gross
Unrealized Losses |
Fair
Value |
|||||||||||||
|
|
|
|
|||||||||||||
(In Thousands) | ||||||||||||||||
June 30, 2021: |
||||||||||||||||
Securities held to maturity |
||||||||||||||||
Mortgage-backed securities |
$ | 12 | $ | 2,598 | $ | | $ | | ||||||||
Municipal bonds |
216 | 7,839 | | | ||||||||||||
Corporate Bonds |
131 | 9,249 | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total temporarily impaired securities held to maturity |
$ | 359 | $ | 19,686 | $ | | $ | | ||||||||
|
|
|
|
|
|
|
|
Less Than Twelve Months | Over Twelve Months | |||||||||||||||
Gross
Unrealized Losses |
Fair
Value |
Gross
Unrealized Losses |
Fair
Value |
|||||||||||||
|
|
|
|
|||||||||||||
(In Thousands) | ||||||||||||||||
June 30, 2020: |
||||||||||||||||
Securities available for sale |
||||||||||||||||
Collateralized mortgage obligations |
$ | 1 | $ | 45 | $ | | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total temporarily impaired securities available for sale |
$ | 1 | $ | 45 | $ | | $ | | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Securities held to maturity |
||||||||||||||||
Mortgage-backed securities |
$ | | $ | | $ | 1 | $ | 26 | ||||||||
Corporate bonds |
10 | 990 | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total temporarily impaired securities held to maturity |
$ | 10 | $ | 990 | $ | 1 | $ | 26 | ||||||||
|
|
|
|
|
|
|
|
F-21
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
SECURITIES (concluded)
At June 30, 2021, 29 debt securities have unrealized losses with aggregate depreciation of 1.79% from the Banks amortized cost basis. These unrealized losses are the result of changes in the interest rate environment and there have been no downgrades in the investment quality of these securities. The contractual terms of these securities do not permit the entities to settle the security at a price less than par value. Because the Bank does not intend to sell these securities and it is not more likely than not that the Bank will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, it does not consider these securities to be other-than-temporarily impaired at June 30, 2021.
4. |
LOANS |
A summary of the balances of loans follows:
June 30, | ||||||||
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Mortgage loans on real estate: |
||||||||
Residential: |
||||||||
1-4 family |
$ | 139,687 | $ | 148,751 | ||||
Multifamily |
15,868 | 17,773 | ||||||
Second mortgages and home equity lines of credit |
2,454 | 2,726 | ||||||
Commercial |
16,366 | 17,631 | ||||||
|
|
|
|
|||||
Total mortgage loans on real estate |
174,375 | 186,881 | ||||||
|
|
|
|
|||||
Other loans: |
||||||||
Consumer |
139 | 262 | ||||||
Home improvement |
1,972 | 1,593 | ||||||
|
|
|
|
|||||
Total other loans |
2,111 | 1,855 | ||||||
|
|
|
|
|||||
Total loans |
176,486 | 188,736 | ||||||
Less: Allowance for loan losses |
(1,722 | ) | (1,662 | ) | ||||
Net deferred loan fees |
(331 | ) | (235 | ) | ||||
|
|
|
|
|||||
Loans, net |
$ | 174,433 | $ | 186,839 | ||||
|
|
|
|
Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of mortgage loans serviced for others were $499,000 at June 30, 2021 and $830,000 at June 30, 2020.
Residential loans are subject to a blanket lien securing FHLB advances. See Note 7.
F-22
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
LOANS (continued)
Activity in the allowance for loan losses and allocation of the allowance to loan segments follows:
Residential
Real Estate |
Commercial
Real Estate |
Construction | Consumer | Unallocated | Total | |||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||
Allowance for loan losses |
||||||||||||||||||||||||
Balance at June 30, 2019 |
$ | 1,086 | $ | 327 | $ | 6 | $ | 74 | $ | 119 | $ | 1,612 | ||||||||||||
Provision (credit) for loan losses |
141 | (26 | ) | (6 | ) | (25 | ) | (34 | ) | 50 | ||||||||||||||
Loans charged-off |
| | | (1 | ) | | (1 | ) | ||||||||||||||||
Recoveries |
1 | | | | | 1 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at June 30, 2020 |
1,228 | 301 | | 48 | 85 | 1,662 | ||||||||||||||||||
Provision (credit) for loan losses |
34 | (22 | ) | | 10 | 38 | 60 | |||||||||||||||||
Loans charged-off |
| | | | | | ||||||||||||||||||
Recoveries |
| | | | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at June 30, 2021 |
$ | 1,262 | $ | 279 | $ | | $ | 58 | $ | 123 | $ | 1,722 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
June 30, 2021 |
||||||||||||||||||||||||
Allowance for loan losses for loans individually evaluated for impairment |
$ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||
Allowance for loan losses for loans collectively evaluated for impairment |
1,262 | 279 | | 58 | 123 | 1,722 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total allowance for loan losses |
$ | 1,262 | $ | 279 | $ | | $ | 58 | $ | 123 | $ | 1,722 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loans individually evaluated and deemed impaired |
$ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||
Loans collectively evaluated for impairment |
158,009 | 16,366 | | 2,111 | | 176,486 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total loans |
$ | 158,009 | $ | 16,366 | $ | | $ | 2,111 | $ | | $ | 176,486 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
June 30, 2020 |
||||||||||||||||||||||||
Allowance for loan losses for loans individually evaluated for impairment |
$ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||
Allowance for loan losses for loans collectively evaluated for impairment |
1,228 | 301 | | 48 | 85 | 1,662 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total allowance for loan losses |
$ | 1,228 | $ | 301 | $ | | $ | 48 | $ | 85 | $ | 1,662 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loans individually evaluated and deemed impaired |
$ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||
Loans collectively evaluated for impairment |
169,250 | 17,631 | | 1,855 | | 188,736 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total loans |
$ | 169,250 | $ | 17,631 | $ | | $ | 1,855 | $ | | $ | 188,736 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
F-23
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
LOANS (continued)
The following is a summary of past due and non-accrual loans at June 30, 2020:
30-59 Days
Past Due |
60-89 Days
Past Due |
90 Days
or More |
Total
Past Due |
Loans on
Non-accrual |
||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
(In Thousands) | ||||||||||||||||||||
June 30, 2020 |
||||||||||||||||||||
Consumer |
$ | | $ | 2 | $ | | $ | 2 | $ | | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | | $ | 2 | $ | | $ | 2 | $ | | ||||||||||
|
|
|
|
|
|
|
|
|
|
At June 30, 2021 there were no past due loans or loans on non-accrual. At June 30, 2020, there were no loans past due ninety days or more and still accruing.
The average balance of impaired loans was $164,000 during the year ending June 30, 2020.
During the years ended June 30, 2021 and 2020, there were no troubled debt restructurings or troubled debt restructurings that defaulted in the first twelve months after restructuring. Management performs a discounted cash flow calculation to determine the amount of impairment reserve required on each of the troubled debt restructurings. Any reserve required is recorded through the provision for loan losses.
Credit Quality Information
The Bank utilizes an internal loan rating system for residential real estate, commercial real estate, and construction loans as follows:
Pass: Loans in this category are considered to pose low to average risk. Passed assets are generally protected by the current net worth and paying capacity of the obligor or by the value of collateral pledged.
Special Mention: Loans in this category possess credit deficiencies or potential weaknesses deserving managements close attention. If uncorrected, such deficiencies or weaknesses may expose the Bank to an increased risk of loss.
Substandard: Loans in this category are considered to be inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. These assets have a well-defined weakness and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
F-24
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
LOANS (concluded)
Credit Quality Information (concluded)
Doubtful: Loans in this category have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.
Loss: Loans in this category are considered uncollectible and continuance as a bankable asset is not warranted. Loans in this category are generally charged-off.
On an annual basis, or more often if needed, the Bank formally reviews the ratings on all commercial real estate and construction loans. On a monthly basis, the Bank reviews the residential and other loan portfolios for credit quality primarily through the use of delinquency reports.
The following table presents information on the Banks loans by risk ratings at June 30, 2021 and 2020:
June 30, 2021 | June 30, 2020 | |||||||||||||||
Residential | Commercial | Residential | Commercial | |||||||||||||
Real Estate | Real Estate | Real Estate | Real Estate | |||||||||||||
|
|
|
|
|||||||||||||
(In Thousands) | ||||||||||||||||
Pass |
$ | 158,009 | $ | 14,342 | $ | 169,250 | $ | 17,631 | ||||||||
Special Mention |
| 2,024 | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 158,009 | $ | 16,366 | $ | 169,250 | $ | 17,631 | |||||||||
|
|
|
|
|
|
|
|
At June 30, 2021 and 2020, there were no loans rated substandard, doubtful or loss.
F-25
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
5. |
PREMISES AND EQUIPMENT |
A summary of the cost and accumulated depreciation and amortization of premises and equipment follows:
June 30, | ||||||||
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Land |
$ | 1,553 | $ | 1,553 | ||||
Bank buildings |
1,066 | 1,066 | ||||||
Building improvements |
926 | 778 | ||||||
Furniture, fixtures and equipment |
1,267 | 1,321 | ||||||
Leasehold improvements |
167 | 167 | ||||||
|
|
|
|
|||||
4,979 | 4,885 | |||||||
Less accumulated depreciation and amortization |
(1,520 | ) | (1,369 | ) | ||||
|
|
|
|
|||||
$ | 3,459 | $ | 3,516 | |||||
|
|
|
|
Depreciation and amortization expense for the years ended June 30, 2021 and 2020 amounted to $270,000 and $237,000, respectively.
6. |
DEPOSITS |
A summary of deposit balances, by type, is as follows:
June 30, | ||||||||
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
NOW and demand |
$ | 62,745 | $ | 53,955 | ||||
Regular and other |
68,998 | 61,654 | ||||||
Money market deposits |
41,319 | 31,123 | ||||||
|
|
|
|
|||||
Total non-certificate accounts |
173,062 | 146,732 | ||||||
|
|
|
|
|||||
Term certificates of $250,000 or more |
25,833 | 28,725 | ||||||
Term certificates less than $250,000 |
85,739 | 102,011 | ||||||
|
|
|
|
|||||
Total certificate accounts |
111,572 | 130,736 | ||||||
|
|
|
|
|||||
Total deposits |
$ | 284,634 | $ | 277,468 | ||||
|
|
|
|
F-26
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
DEPOSITS (concluded)
A summary of certificate accounts by maturity is as follows:
June 30, | ||||||||||||||||
2021 | 2020 | |||||||||||||||
|
|
|||||||||||||||
Weighted | Weighted | |||||||||||||||
Average | Average | |||||||||||||||
Amount | Rate | Amount | Rate | |||||||||||||
|
|
|
|
|||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Due within 1 year |
$ | 67,440 | 0.66 | % | $ | 109,171 | 1.90 | % | ||||||||
Over 1 year to 2 years |
33,517 | 1.11 | 10,328 | 1.66 | ||||||||||||
Over 2 years to 3 years |
5,208 | 1.86 | 7,374 | 2.55 | ||||||||||||
Over 3 years to 5 years |
5,407 | 0.95 | 3,863 | 2.26 | ||||||||||||
|
|
|
|
|||||||||||||
$ | 111,572 | 0.86 | % | $ | 130,736 | 1.93 | % | |||||||||
|
|
|
|
7. |
FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS |
At June 30, 2020 the Bank had long term FHLB advances in the amount of $3,294,000 with a weighted average rate of 2.84% set to mature during the year ending June 30, 2022. As long term FHLB borrowings were amortizing advances, these advances paid down during 2021 prior to the stated maturity date of these borrowings through normal monthly payments. There were no long term FHLB advances outstanding at June 30, 2021.
Short term FHLB advances with an original maturity of less than one year amounted to $918,000 with a weighted average rate of 2.75% at June 30, 2021 and $427,000 with a weighted average rate of 1.72% at June 30, 2020.
The Bank has an available line of credit in the amount of $2,354,000 with the FHLB of Boston at an interest rate that adjusts daily. Borrowings under the line are limited to 2% of the Banks total assets. At June 30, 2021 and 2020, there were no funds advanced under the line of credit. All borrowings from the FHLB are secured by a blanket lien on qualified collateral, defined principally as first mortgage loans on owner-occupied 1-4 family residential property.
F-27
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS (concluded)
The Bank has an available line of credit under the Federal Reserve Bank Borrower-in-Custody program offered through the Discount Window. Under the terms of the credit line at June 30, 2021 and 2020, the Bank has pledged certain qualifying securities with a fair market value of $10,081,000 and $7,375,000, respectively, and the line bears a variable interest rate equal to the federal funds rate plus 0.50%. At June 30, 2021 and 2020, there was no outstanding balance under this program.
8. |
INCOME TAXES |
Allocation of federal and state income taxes between current and deferred portions is as follows:
Years Ended June 30, | ||||||||
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Current tax provision: |
||||||||
Federal |
$ | 129 | $ | 300 | ||||
State |
54 | 16 | ||||||
|
|
|
|
|||||
183 | 316 | |||||||
|
|
|
|
|||||
Deferred tax expense: |
||||||||
Federal |
58 | (25 | ) | |||||
State |
5 | (13 | ) | |||||
|
|
|
|
|||||
63 | (38 | ) | ||||||
|
|
|
|
|||||
Total income tax provision |
$ | 246 | $ | 278 | ||||
|
|
|
|
The reasons for the differences between the statutory federal income tax rate and the effective tax rates are summarized as follows:
Years Ended June 30, | ||||||||
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Statutory amount |
$ | 344 | $ | 420 | ||||
Increase (decrease) resulting from: |
||||||||
State taxes, net of federal tax benefit |
47 | 2 | ||||||
Tax exempt interest |
(114 | ) | (136 | ) | ||||
Bank-owned life insurance |
(35 | ) | (34 | ) | ||||
Other, net |
4 | 26 | ||||||
|
|
|
|
|||||
Effective tax |
$ | 246 | $ | 278 | ||||
|
|
|
|
|||||
Effective tax rate |
15.0 | % | 13.9 | % |
F-28
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
INCOME TAXES (continued)
The components of the net deferred tax asset are as follows:
June 30, | ||||||||
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Deferred tax assets: |
||||||||
Allowance for loan losses |
$ | 459 | $ | 442 | ||||
Employee benefit plans |
294 | 275 | ||||||
Depreciation and amortization |
| 18 | ||||||
|
|
|
|
|||||
753 | 735 | |||||||
|
|
|
|
|||||
Deferred tax liabilities: |
||||||||
Net unrealized gain on available for sale securities |
(7 | ) | (3 | ) | ||||
Depreciation and amortization |
(81 | ) | | |||||
|
|
|
|
|||||
(88 | ) | (3 | ) | |||||
|
|
|
|
|||||
Net deferred tax asset |
$ | 665 | $ | 732 | ||||
|
|
|
|
A summary of the change in the net deferred tax asset is as follows:
Years Ended June 30, | ||||||||
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Balance at beginning of year |
$ | 732 | $ | 693 | ||||
Deferred tax (expense) benefit |
(63 | ) | 38 | |||||
Deferred tax effects of net unrealized (gain) loss on available for sale securities |
(4 | ) | 1 | |||||
|
|
|
|
|||||
Balance at end of year |
$ | 665 | $ | 732 | ||||
|
|
|
|
The federal income tax reserve for loan losses at the Banks base year amounted to $2,582,000. If any portion of the reserve is used for purposes other than to absorb loan losses, approximately 150% of the amount actually used, limited to the amount of the reserve, would be subject to taxation in the fiscal year in which used. As the Bank intends to use the reserve only to absorb loan losses, a deferred income tax liability of $726,000 has not been provided.
F-29
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
INCOME TAXES (concluded)
The Banks income tax returns are subject to review and examination by federal and state taxing authorities. The Bank is currently open to audit under the applicable statues of limitations by the internal revenue service for the years ended December 2018 through 2020. The years open to examination by state taxing authorities vary by jurisdiction; no years prior to 2018 are open.
9. |
MINIMUM REGULATORY CAPITAL REQUIREMENTS |
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Banks consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Federal banking regulations require minimum capital requirements for community banking institutions as set forth in the following table. Additionally, community banking institutions must maintain a capital conservation buffer of common equity Tier 1 capital, Tier 1 capital or total capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonuses. At June 30, 2021, the Bank meets the required capital conservation buffer. Management believes that the Banks capital levels will remain characterized as well capitalized.
As of June 30, 2021, the most recent notification from the Office of the Comptroller of Currency (OCC) categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum capital ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Banks category.
F-30
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
MINIMUM REGULATORY CAPITAL REQUIREMENTS (concluded)
The Banks actual capital amounts and ratios as of June 30, 2021 and 2020 are also presented in the table.
Minimum | ||||||||||||||||||||||||
To Be Well | ||||||||||||||||||||||||
Minimum | Capitalized Under | |||||||||||||||||||||||
Capital | Prompt Corrective | |||||||||||||||||||||||
Actual | Requirement | Action Provisions | ||||||||||||||||||||||
|
|
|
||||||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
June 30, 2021: |
||||||||||||||||||||||||
Total capital |
||||||||||||||||||||||||
(to risk weighted assets) |
$ | 50,350 | 29.7 | % | $ | 13,585 | 8.0 | % | $ | 16,981 | 10.0 | % | ||||||||||||
Common equity Tier 1 capital |
||||||||||||||||||||||||
(to risk weighted assets) |
48,628 | 28.6 | 7,641 | 4.5 | 11,038 | 6.5 | ||||||||||||||||||
Tier 1 capital |
||||||||||||||||||||||||
(to risk weighted assets) |
48,628 | 28.6 | 10,189 | 6.0 | 13,585 | 8.0 | ||||||||||||||||||
Tier 1 capital |
||||||||||||||||||||||||
(to adjusted total assets) |
48,628 | 14.4 | 13,519 | 4.0 | 16,898 | 5.0 | ||||||||||||||||||
June 30, 2020: |
||||||||||||||||||||||||
Total capital |
||||||||||||||||||||||||
(to risk weighted assets) |
$ | 48,898 | 30.1 | % | $ | 13,008 | 8.0 | % | $ | 16,260 | 10.0 | % | ||||||||||||
Common equity Tier 1 capital |
||||||||||||||||||||||||
(to risk weighted assets) |
47,236 | 29.1 | 7,317 | 4.5 | 10,569 | 6.5 | ||||||||||||||||||
Tier 1 capital |
||||||||||||||||||||||||
(to risk weighted assets) |
47,236 | 29.1 | 9,756 | 6.0 | 13,008 | 8.0 | ||||||||||||||||||
Tier 1 capital |
||||||||||||||||||||||||
(to adjusted total assets) |
47,236 | 14.5 | 12,994 | 4.0 | 16,243 | 5.0 |
F-31
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
10. |
COMMITMENTS AND CONTINGENCIES |
Loan commitments
The Bank is a party to credit related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and advance funds on lines-of-credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.
The Banks exposure to credit loss is represented by the contractual amount of these commitments. The Bank uses the same credit policies in making commitments as it does for on-balance sheet instruments.
At June 30, 2021 and 2020, the following financial instruments were outstanding whose contract amounts represent credit risk:
2021 | 2020 | |||||||
|
|
|||||||
(In Thousands) | ||||||||
Commitments to grant loans |
$ | 1,460 | $ | 1,808 | ||||
Unadvanced funds on equity lines of credit |
5,659 | 5,828 |
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for construction loans and lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customers credit worthiness on a case-by-case basis and the commitments are collateralized by real estate.
Operating lease commitments
Pursuant to the terms of noncancelable lease agreements in effect at June 30, 2021 pertaining to premises, future minimum rent commitments for 2021 through 2026 and thereafter amount to $76,488, 112,000, $112,000, $112,000, $112,000 and $746,667, respectively.
The cost of such rentals is not included above. Total rent expense for the years ended June 30, 2021 and 2020 amounted to $89,000 and $97,000, respectively.
F-32
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
COMMITMENTS AND CONTINGENCIES (concluded)
Employment agreements
During the year ended June 30, 2021, the Bank entered into employment agreements with two executives (each for a term of three years) which provide for a specified annual compensation and certain other benefits as defined in the agreement. Commencing on the first anniversary of the effective date of the agreement and continuing on each anniversary thereafter, members of the Board of Directors may extend the agreement for an additional year.
The Bank has also entered into agreements with certain executives setting forth the terms and conditions of payment due to the executive and the rights and obligations of the parties in the event of a change in control as defined in the agreement. The agreements are subject to renewal each year by the Board of Directors prior to the anniversary of the effective date.
Other contingencies
Various legal claims also arise from time to time in the normal course of business which, in the opinion of management, will have no material effect on the Banks consolidated financial statements.
11. |
EMPLOYEE BENEFIT PLANS |
Defined benefit plan
The Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions (The Pentegra DB Plan), a tax-qualified defined-benefit pension plan. The Pentegra DB Plans Employer Identification Number is 13-5645888 and the Plan Number is 333. The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and under the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. There are no collective bargaining agreements in place that require contributions to the Pentegra DB Plan.
The risks of participating in this multi-employer plan are different from a single-employer plan in the following aspects:
a. |
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. |
b. |
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. |
F-33
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
EMPLOYEE BENEFIT PLANS (continued)
Defined benefit plan (concluded)
c. |
If the Bank chooses to stop participating in some of its multi-employer plans, the Bank may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. |
Pension expense under the plan amounted to $780,000 for the years ended June 30, 2021 and 2020.
Total contributions made to the Pentegra DB Plan, as reported on Form 5500 amounted to $253,199,000 and $138,322,000 for the plan years ended June 30, 2020 and June 30, 2019, respectively, the latest data on file. The Banks contributions to the Pentegra DB Plan are not more than 5% of the total contributions to the Pentegra DB Plan. Contributions of $755,000 and $760,000 were paid by the Bank during the years ended June 30, 2021 and 2020, respectively.
The funded status (market value of plan assets divided by funding target) of the Banks portion of the Pentegra DB Plan as of July 1, 2021 and 2020, is 101.88% and 103.72%, respectively, per the valuation reports. Market value of plan assets reflects any contributions received applied to the 2020-2021 plan year.
401(k) plan
The Bank has a savings plan which is intended to qualify under Section 401(k) of the Internal Revenue Code. The plan provides for voluntary contributions by participating employees ranging from two percent to fifteen percent of their compensation, subject to certain limitations. The Bank matches 20% of the employees voluntary contributions up to 3% of their compensation. Employer 401(k) contribution expense amounted to $41,000 and $38,000 for the years ended June 30, 2021 and 2020, respectively.
Supplemental compensation plan
The Bank has entered into a Supplemental Executive Retirement Plan (the SERP) with certain officers, which provides for payments upon attaining the retirement age noted in the SERP. The present value of these future payments is provided over the remaining terms of the officers employment and at June 30, 2021 and 2020, the accrued liability amounted to $748,000 and $717,000, respectively. SERP expense for the years ended June 30, 2021 and 2020 amounted to $78,000 and $89,000, respectively. In connection with these SERPs, the Bank purchased life insurance policies, which have a cash surrender value of $4,922,000 and $4,772,000 at June 30, 2021 and 2020, respectively.
F-34
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
EMPLOYEE BENEFIT PLANS (concluded)
Supplemental compensation plan (concluded)
In addition, the Bank provides death benefits for officers and directors of the Bank under the terms of Split Dollar Agreements. The Bank has purchased life insurance contracts in connection with these agreements and the cash surrender value of the policies at June 30, 2021 and 2020 amounted to $4,328,000 and $4,243,000, respectively. For the years ended June 30, 2021 and 2020, post-retirement expense related to these obligations amounted to $63,000 and $63,000, respectively.
12. |
FAIR VALUE OF ASSETS AND LIABILITIES |
Determination of fair value
The Bank uses fair value measurements to record fair value adjustments to certain assets. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in some instances, quoted market prices may not be available. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques, including collateral value. Those techniques are significantly affected by the assumptions used, including discount rates and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
Assets and liabilities measured at fair value on a recurring basis
At June 30, 2021 and 2020, securities available for sale were measured at Level 2 with a fair value of $2,294,000 and $403,000, respectively. All fair value measurements are obtained from a third-party pricing service and are not adjusted by management. Securities measured at fair value in Level 2 are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data. There are no securities measured at fair value in Levels 1 and 3.
There are no liabilities measured at fair value on a recurring basis at June 30, 2021 and June 30, 2020.
Assets and liabilities measured at fair value on a non-recurring basis
The Bank may also be required, from time to time, to measure certain other financial assets on a non-recurring basis in accordance with generally accepted accounting principles. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. There are no assets or liabilities measured at fair value on a non-recurring basis at June 30, 2021 or 2020.
F-35
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Continued)
FAIR VALUE OF ASSETS AND LIABILITIES (CONCLUDED)
June 30, 2021 | ||||||||||||||||||||
Carrying | Fair Value | |||||||||||||||||||
Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||
|
|
|
|
|
||||||||||||||||
(In Thousands) | ||||||||||||||||||||
Assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 40,678.00 | $ | 40,678.00 | $ | | $ | | $ | 40,678.00 | ||||||||||
Certificates of deposits |
980 | | 988 | | 988 | |||||||||||||||
Securities available for sale |
2,294 | | 2,294 | | 2,294 | |||||||||||||||
Securities held to maturity |
105,114 | | 107,391 | | 107,391 | |||||||||||||||
Federal Home Loan Bank of Boston stock |
453 | | | 453 | 453 | |||||||||||||||
Loans - net |
174,433 | | | 177,324 | 177,324 | |||||||||||||||
Accrued interest receivable |
1,146 | | | 1,146 | 1,146 | |||||||||||||||
Liabilities: |
||||||||||||||||||||
Deposits |
284,634 | | | 285,915 | 285,915 | |||||||||||||||
Short term borrowings |
918 | | | 925 | 925 | |||||||||||||||
Accrued interest payable |
3 | | | 3 | 3 | |||||||||||||||
June 30, 2020 | ||||||||||||||||||||
Carrying | Fair Value | |||||||||||||||||||
Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||
|
|
|
|
|
||||||||||||||||
(In Thousands) | ||||||||||||||||||||
Assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 37,364 | $ | 37,364 | $ | | $ | | $ | 37,364 | ||||||||||
Certificates of deposits |
980 | | 996 | | 996 | |||||||||||||||
Securities available for sale |
403 | | 403 | | 403 | |||||||||||||||
Securities held to maturity |
92,066 | | 95,916 | | 95,916 | |||||||||||||||
Federal Home Loan Bank of Boston stock |
666 | | | 666 | 666 | |||||||||||||||
Loans - net |
186,839 | | | 188,066 | 188,066 | |||||||||||||||
Accrued interest receivable |
1,118 | | | 1,118 | 1,118 | |||||||||||||||
Liabilities: |
||||||||||||||||||||
Deposits |
277,468 | | | 282,536 | 282,536 | |||||||||||||||
Short term borrowings |
427 | | | 433 | 433 | |||||||||||||||
Long term debt |
3,294 | | | 3,344 | 3,344 | |||||||||||||||
Accrued interest payable |
10 | | | 10 | 10 |
F-36
Colonial Federal Savings Bank and Subsidiary
Notes to Consolidated Financial Statements (Concluded)
13. |
SUBSEQUENT EVENTS |
Management has evaluated subsequent events through September 9, 2021, which is the date the financial statements were available to be issued. There were no subsequent events that required adjustment to the financial statements.
Reorganization and Offering
On September 8, 2021, the Board of Directors of the Bank adopted the Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan (the Plan) whereby the Bank will reorganize from a federally chartered mutual savings bank to a two-tier mutual holding company structure. The mutual holding company (the MHC) will be a federal corporation, and all of the current ownership and voting rights of the members of the Bank will be transferred to the MHC. As part of the Plan, the Bank will convert to a federal stock savings bank (the Stock Bank) and a stock holding company (the Holding Company) will be established as a federal corporation and a majority-owned subsidiary of the MHC at all times so long as the MHC remains in existence. Concurrently with the reorganization, the Holding Company intends to offer for sale 43% of its common stock in the stock offering and contribute 2% of its common stock to a charitable foundation to be established as a part of the reorganization. The remainder of the Holding Company common stock will be held by the MHC. The Holding Company will offer shares of common stock for sale on a priority basis to depositors of the Bank and the tax qualified employee plans of the Bank, with any remaining shares to be offered for sale to the public in a community offering, a syndicated offering or a firm commitment underwriting offering or a combination thereof.
F-37
No person has been authorized to give any information or to make any representation other than as contained in this prospectus and, if given or made, such other information or representation must not be relied upon as having been authorized by CFSB Bancorp, Inc. or Colonial Federal Savings Bank. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby to any person in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of CFSB Bancorp, Inc. or Colonial Federal Savings Bank since any of the dates as of which information is furnished herein or since the date hereof.
Up to 2,472,500 shares
(Subject to Increase to up to 2,843,375 shares)
CFSB Bancorp, Inc.
(Proposed Holding Company for
Colonial Federal Savings Bank)
COMMON STOCK
par value $0.01 per share
PROSPECTUS
Piper Sandler & Co.
[Prospectus Date]
These securities are not deposits or accounts and are not federally insured or guaranteed.
Until , 2021, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. |
Other Expenses of Issuance and Distribution |
The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale of shares of common stock being registered.
* |
Registrants Legal Fees and Expenses | $ | 525,000 | |||
* |
Registrants Accounting Fees and Expenses, Including Tax Opinion Fees | 225,000 | ||||
* |
Marketing Agent Fees and Expenses(1) | 466,000 | ||||
* |
Data Conversion Fees and Expense | 50,000 | ||||
* |
Appraisal Fees and Expenses | 52,500 | ||||
* |
Printing, Postage, Mailing and EDGAR Fees | 125,000 | ||||
* |
Filing Fees (Blue Sky, FINRA, SEC) | 63,500 | ||||
* |
Transfer Agent Fees and Expenses | 20,000 | ||||
* |
Business Plan Fees and Expenses | 19,500 | ||||
* |
Stock Certificate Fees and Expenses | 10,000 | ||||
* |
Other | 19,500 | ||||
|
|
|||||
* |
Total | $ | 1,576,000 | |||
|
|
* |
Estimated. |
(1) |
Assuming 100% of the shares are sold in the subscription offering. |
Item 14. |
Indemnification of Directors and Officers |
Provisions in the Registrants bylaws provide for indemnification of the Registrants directors and officers up to the fullest extent authorized by applicable law and regulations of the Board of Governors of the Federal Reserve System (the Board). Section 239.40 of Title 12 of the Code of Federal Regulations is described below. Section 239.31 of Title 12 of the Code of Federal Regulations indicates that Section 239.40 apply to subsidiary holding companies, such as CFSB Bancorp, Inc.
Generally, federal regulations require indemnity coverage for mutual holding companies and subsidiary holding companies for any person against whom any action is brought or threatened because that person is or was a director or officer of the savings association, for:
(i) |
Any amount for which that person becomes liable under a judgment in such action; and |
(ii) |
Reasonable costs and expenses, including reasonable attorneys fees, actually paid or incurred by that person in defending or settling such action, or in enforcing his or her rights under this section if he or she attains a favorable judgment in such enforcement action, |
provided that indemnification shall be made to such person only if:
(i) |
Final judgment on the merits is in his or her favor; or |
(ii) |
In case of: |
a. |
Settlement, |
b. |
Final judgment against him or her, or |
c. |
Final judgment in his or her favor, other than on the merits, if a majority of the disinterested directors of the mutual holding company determine that he or she was acting in good faith within the scope of his or her employment or authority as he or she could |
II-1
reasonably have perceived it under the circumstances and for a purpose he or she could reasonably have believed under the circumstances was in the best interests of the mutual holding company or its members. |
However, no indemnification shall be made unless the mutual holding company gives the Board at least 60 days notice of its intention to make such indemnification. Such notice shall state the facts on which the action arose, the terms of any settlement, and any disposition of the action by a court. Such notice, a copy thereof, and a certified copy of the resolution containing the required determination by the board of directors shall be sent to the appropriate Reserve Bank, who shall promptly acknowledge receipt thereof. The notice period shall run from the date of such receipt. No such indemnification shall be made if the Board advises the mutual holding company in writing, within such notice period, of its objection to the indemnification.
As used in the above paragraph:
(i) |
Action means any judicial or administrative proceeding, or threatened proceeding, whether civil, criminal, or otherwise, including any appeal or other proceeding for review; |
(ii) |
Court includes, without limitation, any court to which or in which any appeal or any proceeding for review is brought; |
(iii) |
Final Judgment means a judgment, decree, or order which is not appealable or as to which the period for appeal has expired with no appeal taken; |
(iv) |
Settlement includes the entry of a judgment by consent or confession or a plea of guilty or of nolo contendere. |
Item 15. |
Recent Sales of Unregistered Securities |
Not applicable.
Item 16. |
Exhibits and Financial Statement Schedules: |
The exhibits and financial statement schedules filed as part of this registration statement are as follows:
(a) |
List of Exhibits |
1.1 | Engagement Letters between Colonial Federal Savings Bank and Piper Sandler & Co. | |
1.2 | Form of Agency Agreement between Colonial Federal Savings Bank, CFSB Bancorp, Inc. and Piper Sandler & Co.* | |
2 | Plan of Reorganization From a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan | |
3.1 | Charter of CFSB Bancorp, Inc. | |
3.2 | Bylaws of CFSB Bancorp, Inc. | |
4 | Form of Common Stock Certificate of CFSB Bancorp, Inc. | |
5 | Opinion of Luse Gorman, PC regarding legality of securities being registered | |
8.1 | Federal Tax Opinion of Luse Gorman, PC | |
8.2 | State Tax Opinion of Wolf & Company, P.C. |
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* |
To be filed by amendment |
(b) |
Financial Statement Schedules |
No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.
Item 17. |
Undertakings |
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
II-3
aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(5) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
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court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Quincy, Commonwealth of Massachusetts, on September 9, 2021.
CFSB BANCORP, INC. | ||
By: | /s/ Michael E. McFarland | |
Michael E. McFarland | ||
President and Chief Executive Officer (Duly Authorized Representative) |
We, the undersigned directors of CFSB Bancorp, Inc. (the Company), severally constitute and appoint Michael E. McFarland with full power of substitution, our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below that said individual may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-1 relating to the offering of the Companys common stock, including specifically, but not limited to, power and authority to sign for us or any of us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said individual shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures |
Title |
Date |
||
/s/ Michael E. McFarland Michael E. McFarland |
President, Chief Executive Officer and Director (Principal Executive Officer) | September 9, 2021 | ||
/s/ Susan Shea Susan Shea |
Treasurer and Chief Operating Officer (Principal Financial and Accounting Officer) | September 9, 2021 | ||
/s/ James M. OLeary, Jr. James M. OLeary, Jr. |
Chairman of the Board | September 9, 2021 | ||
/s/ Paul N. Baharian Paul N. Baharian |
Director | September 9, 2021 | ||
/s/ Robert Guarnieri Robert Guarnieri |
Director | September 9, 2021 | ||
/s/ Edward J. Keohane Edward J. Keohane |
Director | September 9, 2021 | ||
/s/ Stephen D. Marini Stephen D. Marini |
Director | September 9, 2021 | ||
/s/ Tracy L. Wilson Tracy L. Wilson |
Director | September 9, 2021 |
Exhibit 1.1
1251 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY 10020 |
||
P 212 466-7800 | TF 800 635-6851 | ||
Piper Sandler & Co. Since 1895.
Member SIPC and NYSE. |
April 1, 2021
Board of Directors
Colonial Federal Savings Bank
15 Beach Street
Quincy, MA 02170
Attention: | Mr. Michael E. McFarland | |
President and Chief Executive Officer |
Ladies and Gentlemen:
Piper Sandler & Co. (Piper Sandler) understands that the Board of Directors of Colonial Federal Savings Bank (the Bank) is considering the adoption of a Plan of Reorganization and Stock Issuance (the Plan) pursuant to which the Bank will be reorganized into mutual holding company form (the Reorganization) and certain shares of the common stock (the Shares) of a newly organized mid-tier stock holding company (the Holding Company) will be offered and sold in a public offering. The Holding Company and the Bank are sometimes collectively referred to herein as the Company. Piper Sandler is pleased to assist the Company with the Offering and this letter is to confirm the terms and conditions of our engagement.
Under the terms of the Plan and applicable regulations, the Shares will be offered first to eligible depositors of the Bank and the Companys tax-qualified employee stock benefit plans (the Subscription Offering). Shares not subscribed for in the Subscription Offering, if any, may be offered to the general public by Piper Sandler on a best efforts basis (Syndicated Offering and together with the Subscription Offering, the Offering).
SERVICES
Piper Sandler will work with the Company and its management, counsel, accountants and other advisors in preparing for and completing the Offering and anticipate that its services will include the following:
1. |
Consulting as to the marketing implications of any aspect of the Plan, including the percentage of the Holding Companys common stock to be offered in the Offering; |
2. |
Reviewing with the Board the financial impact of the Offering on the Company, based upon the independent appraisers appraisal of the Holding Companys common stock; |
3. |
Reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents will be the responsibility of the Company and its counsel); |
4. |
Assisting in the design and implementation of a marketing strategy for the Offering; |
5. |
Assisting Company management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offering; and |
6. |
Providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offering. |
Piper Sandler will act as exclusive marketing agent for the Company in the Subscription Offering and will serve as sole manager of any Syndicated Offering. Piper Sandler may also seek to form a syndicate of registered broker-dealers to assist in any Syndicated Offering (all such registered broker-dealers participating in the Syndicated Offering, including Piper Sandler, the Syndicate Member Firms). Piper Sandler will consult with the Company in selecting the Syndicate Member Firms and the extent of their participation in the Offering. Pursuant to the terms of the Plan, Piper Sandler will endeavor to distribute the Shares among dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Syndicate Member Firms. It is understood that in no event shall any Syndicate Member Firm be obligated to take or purchase any Shares in the Offering.
FEES
If the Offering is consummated, the Company agrees to pay Piper Sandler for its marketing agent services a fee of 1.35% of the aggregate Actual Purchase Price of all Shares sold in the Subscription Offering, excluding Shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company established for the benefit of its directors, officers and employees, (ii) any director, officer or employee of the Company or members of their immediate families (whether directly or through a personal trust), and (iii) the Companys charitable foundation established in connection with the Reorganization.
With respect to any Shares sold in the Syndicated Offering, the Company agrees to pay an aggregate fee of 6.00% of the aggregate Actual Purchase Price of all Shares sold in the Syndicated Offering.
For purposes of this letter, the term Actual Purchase Price shall mean the price at which the Shares are sold in the Offering. All fees payable hereunder shall be payable in immediately available funds by wire transfer at the time of the closing of the Offering. If the Offering is terminated by the Company, no marketing agent services fees shall be payable by the Company to Piper Sandler hereunder.
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COSTS AND EXPENSES
In addition to any fees that may be payable to Piper Sandler hereunder and the expenses to be borne by the Company pursuant to the following paragraph, the Company agrees to reimburse Piper Sandler, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, regardless of whether the Offering is consummated, including, without limitation, legal fees and expenses, travel and syndication expenses, up to a maximum of $90,000; provided, however, that Piper Sandler shall document such expenses to the reasonable satisfaction of the Company. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification or contribution provisions of this letter.
As is customary, the Company will bear all other expenses incurred in connection with the Offering, including, without limitation, (i) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees; (ii) the cost of printing and distributing the offering materials; (iii) the costs of blue sky qualification (including fees and expenses of blue sky counsel) of the Shares in the various states; (iv) listing fees; (v) all fees and disbursements of the Companys counsel, accountants, transfer agent and other advisors; and (vi) the establishment and operational expenses for the Stock Information Center (e.g., postage, telephones, supplies, temporary employees, etc.). In the event Piper Sandler incurs any such fees and expenses on behalf of the Company, the Company will reimburse Piper Sandler for such fees and expenses whether or not the Offering is consummated.
DUE DILIGENCE REVIEW
Piper Sandlers obligation to perform the services contemplated by this letter shall be subject to the satisfactory completion of such investigation and inquiries relating to the Company and its directors, officers, agents and employees as Piper Sandler and its counsel in their sole discretion may deem appropriate under the circumstances. In this regard, the Company agrees that, at its expense, it will make available to Piper Sandler all information that Piper Sandler reasonably requests, and will allow Piper Sandler the opportunity to discuss with the management of the Company the financial condition, business and operations of the Company. The Company acknowledges that Piper Sandler will rely upon the accuracy and completeness of all information received from the Company and its directors, officers, employees, agents, independent accountants and counsel.
To help the United States government fight the funding of terrorism and money laundering activities, the federal law of the United States requires all financial institutions to obtain, verify and record information that identifies each person with whom they do business. This means Piper
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Sandler may ask the Company and its significant shareholders or equityholders for certain identifying information and documents, including a government-issued identification number (e.g., a U.S. taxpayer identification number) and copies of documents containing personal identifying information, and such other information or documents that Piper Sandler and its counsel consider appropriate to verify the bona fide existence of the Company (e.g., certified articles of incorporation, a government-issued business license, a partnership agreement or a trust instrument) and the identities of its significant shareholders or equityholders.
BLUE SKY MATTERS
Piper Sandler and the Company agree that the Companys counsel shall serve as counsel with respect to blue sky matters in connection with the Offering. The Company will cause such counsel to prepare a Blue Sky Memorandum related to the Subscription Offering and, if applicable, the Syndicated Offering, including Piper Sandlers participation therein, and shall furnish Piper Sandler a copy thereof addressed to Piper Sandler or upon which such counsel shall state Piper Sandler may rely.
CONFIDENTIALITY
Except as contemplated in connection with the performance of its services under this agreement, as authorized by the Company or as required by law, regulation, legal process or order of any court or governmental or regulatory authority, Piper Sandler agrees that it will treat as confidential all material, non-public information relating to the Company obtained in connection with its engagement hereunder (the Confidential Information); provided, however, that Piper Sandler may disclose such information to its affiliates, partners, directors, employees, agents and advisors who are assisting or advising Piper Sandler in performing its services hereunder and who have been directed to comply with the terms and conditions of this paragraph. As used in this paragraph, the term Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by Piper Sandler in breach of the confidentiality obligations contained herein, (b) was available to Piper Sandler on a non-confidential basis prior to its disclosure to Piper Sandler by the Company, (c) becomes available to Piper Sandler on a non-confidential basis from a person other than the Company who is not otherwise known to Piper Sandler to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation owed to the Company, or (d) is independently developed by Piper Sandler without use of or reference to the Confidential Information disclosed hereunder.
The Company hereby acknowledges and agrees that the financial models and presentations used by Piper Sandler in performing its services hereunder have been developed by and are proprietary to Piper Sandler and are protected under applicable copyright laws. The Company agrees that it will not reproduce or distribute all or any portion of such models or presentations without the prior written consent of Piper Sandler.
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REPRESENTATIONS
The Bank represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions of this agreement, the execution, delivery and performance of this agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound and this agreement has been duly authorized, executed and delivered by the Bank.
INDEMNIFICATION AND CONTRIBUTION
Annex A is hereby incorporated into this agreement by reference and made part of this agreement.
DEFINITIVE AGREEMENT
Piper Sandler and the Company agree that (a) except as set forth in clause (b) below, the foregoing represents the general intention of the Company and Piper Sandler with respect to the services to be provided by Piper Sandler in connection with the Offering, which will serve as a basis for Piper Sandler commencing activities, and (b) the only legal and binding obligations of the Company and Piper Sandler with respect to the Offering (such obligations to survive any termination of this agreement) shall be (1) the Companys obligation to reimburse costs and expenses pursuant to the section captioned Costs and Expenses, (2) those set forth under the captions Confidentiality, Representations and Indemnification and Contribution, and (3) as set forth in a duly negotiated and executed definitive Agency Agreement to be entered into prior to the commencement of the Subscription Offering. Such Agency Agreement shall be in form and content satisfactory to Piper Sandler and the Company and their respective counsel and shall contain standard indemnification and contribution provisions consistent herewith.
Piper Sandlers execution of such Agency Agreement shall also be subject to (i) Piper Sandlers satisfaction with its investigation of the Companys business, financial condition and results of operations, (ii) preparation of offering materials that are satisfactory to Piper Sandler and its counsel, (iii) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of Piper Sandler and its counsel, (iv) agreement that the price established by the independent appraiser is reasonable, and (v) market conditions at the time of the proposed Offering. Piper Sandler may terminate this agreement if such Agency Agreement is not entered into prior March 31, 2022.
MISCELLANEOUS
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof.
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Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Piper Sandler the duplicate copy of this letter enclosed herewith.
Very truly yours, | ||
PIPER SANDLER & CO. | ||
By:
|
||
Derek Szot | ||
Managing Director |
Accepted and agreed to as of
the date first above written:
COLONIAL FEDERAL SAVINGS BANK | ||
By: |
/s/ Michael E. McFarland |
|
Michael E. McFarland | ||
President and Chief Executive Officer |
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ANNEX A
The Bank agrees to, and shall cause the Holding Company to, indemnify and hold Piper Sandler and its affiliates and their respective partners, directors, officers, employees, agents and controlling persons within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Piper Sandler and each such person being an Indemnified Party) harmless from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, or otherwise, (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the offering documents, including documents described or incorporated by reference therein, or in any other written or oral communication provided by or on behalf of the Holding Company or the Bank to any actual or prospective purchaser of the Shares or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) arising out of or based in whole or in part on any inaccuracy in the representations or warranties of the Holding Company or the Bank contained in any agency agreement, or any failure of the Holding Company or the Bank to perform its obligations thereunder or (iii) arising in any manner out of or in connection with Piper Sandlers engagement under, or any matter referred to in, this agreement, and will reimburse any Indemnified Party for all expenses (including reasonable legal fees and expenses) as they are incurred, including expenses incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party; provided, however, that the Company shall only be obligated to pay for one separate counsel (in addition to any required local counsel) in any one action or proceeding or group of related actions or proceedings for all Indemnified Parties collectively, and provided, further, that the Company will not be liable to Piper Sandler (a) to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make not misleading any statements contained in any final prospectus, or any amendment or supplement thereto, made in reliance on and in conformity with written information furnished to the Company by Piper Sandler expressly for use therein, or (b) under clause (iii) of this paragraph to the extent that it is finally judicially determined that any such loss, claim, damage, liability or expense is primarily attributable to the gross negligence, willful misconduct or bad faith of Piper Sandler. If the foregoing indemnification is unavailable for any reason other than for the reasons stated in subparagraph (a) or (b) above, the Company agrees to contribute to such losses, claims, damages, liabilities and expenses in the proportion that its financial interest in the Offering bears to that of Piper Sandler. The Bank further agrees, and shall cause the Holding Company to agree, that neither Piper Sandler nor any of its controlling persons, affiliates, partners, directors, officers, employees or consultants shall have any liability to the Holding Company or the Bank or any person asserting claims on behalf of or in right of the Holding Company or the Bank for any losses, claims, damages, liabilities or expenses arising out of or relating to this agreement or the services to be rendered by Piper Sandler hereunder, unless it is finally judicially determined that such losses, claims, damages, liabilities or expenses resulted directly from the gross negligence, willful misconduct or bad faith of Piper Sandler.
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The Bank agrees to, and shall cause the Holding Company to, notify Piper Sandler promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to any transaction contemplated by this agreement. The Bank will not, and shall cause the Holding Company not to, without Piper Sandlers prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any claim, action or proceeding in respect of which indemnity may be sought hereunder, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an explicit and unconditional release of each Indemnified Party from any liabilities arising out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If the Holding Company or the Bank enters into any agreement or arrangement with respect to, or effects, any proposed sale, exchange, dividend or other distribution or liquidation of all or substantially all of its assets in one or a series of transactions, the Bank shall provide, and shall cause the Holding Company to provide, for the assumption of its obligations under this section by the purchaser or transferee of such assets or another party reasonably satisfactory to Piper Sandler.
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1251 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY 10020 P 212 466-7800 | TF 800 635-6851 Piper Sandler & Co. Since 1895. Member SIPC and NYSE. |
April 1, 2021
Board of Directors
Colonial Federal Savings Bank
15 Beach Street
Quincy, MA 02170
Attention: Mr. Michael E. McFarland
President and Chief Executive Officer
Ladies and Gentlemen:
Piper Sandler & Co. (Piper Sandler) understands that Colonial Federal Savings Bank (the Bank) has determined to adopt a Plan of Reorganization and Stock Issuance (the Plan) pursuant to which the Bank will be reorganized into mutual holding company form (the Reorganization) and certain shares of the common stock (the Common Stock) of a newly organized mid-tier stock holding company (the Holding Company) will be offered and sold to the Banks eligible depositors and certain tax-qualified employee benefit plans in a subscription offering and, under certain circumstances, to the general public in a syndicated offering (collectively, the Offering). The Holding Company and the Bank are sometimes collectively referred to herein as the Company. Piper Sandler is pleased to act as records management agent (Records Management Agent) for the Bank in connection with the vote of the Banks depositors on the Plan and the offer and sale of shares of the common stock in the Offering. This letter is to confirm the terms and conditions of Piper Sandlers engagement.
SERVICES AND FEES
In its role as Records Management Agent, Piper Sandler anticipates that its services will include the services outlined below, each as may be necessary and as the Company may reasonably request:
I. |
Consolidation of Deposit Accounts for Voting and Offering |
II. |
Coordinate Vote Solicitation and Special Meeting Services |
III. |
Design and Preparation of Stock Order Forms for the Offering |
IV. |
Organization and Supervision of the Stock Information Center |
V. |
Subscription Services |
Each of these services is further described in Appendix A to this agreement.
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For its services hereunder, the Company agrees to pay Piper Sandler a fee of $25,000. This fee is based upon the requirements of current regulations and the Plan as currently contemplated. The Company will inform Piper Sandler within a reasonable period of time of any changes in the Plan or regulations that require changes in Piper Sandlers services.
All fees under this agreement shall be due and payable in cash, as follows: (a) $10,000 due and payable upon execution of this agreement; and (b) the balance due and payable on the day of closing of the Offering.
COSTS AND EXPENSES
It is understood that all expenses associated with the operation of the Stock Information Center will be borne by the Company. In addition to any fees that may be payable to Piper Sandler hereunder, the Company also agrees to reimburse Piper Sandler, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, regardless of whether the Offering is consummated, including, without limitation, travel, lodging, food, telephone, postage, communications and other similar expenses; provided, however, that such expenses shall not exceed $25,000 without the Companys prior approval; provided, further, that Piper Sandler shall document such expenses to the reasonable satisfaction of the Company. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification or contribution provisions of this agreement.
RELIANCE ON INFORMATION PROVIDED; CONFIDENTIALITY
The Company will furnish Piper Sandler with such information as Piper Sandler reasonably believes appropriate to its assignment (all such information so furnished being the Records). The Company recognizes and confirms that Piper Sandler (a) will use and rely primarily on the Records without having independently verified the same, and (b) does not assume responsibility for the accuracy or completeness of the Records.
To help the United States government fight the funding of terrorism and money laundering activities, the federal law of the United States requires all financial institutions to obtain, verify and record information that identifies each person with whom they do business. This means Piper Sandler may ask the Company and its significant shareholders or equityholders for certain identifying information and documents, including a government-issued identification number (e.g., a U.S. taxpayer identification number) and copies of documents containing personal identifying information, and such other information or documents that Piper Sandler and its counsel consider appropriate to verify the bona fide existence of the Company (e.g., certified articles of incorporation, a government-issued business license, a partnership agreement or a trust instrument) and the identities of its significant shareholders or equityholders.
Page 3
Except as contemplated in connection with the performance of its services under this agreement, as authorized by the Company or as required by law, regulation, legal process or order
of any court or governmental or regulatory authority, Piper Sandler agrees that it will treat as confidential all material, non-public information relating to the Company obtained in connection with its engagement hereunder (the Confidential Information); provided, however, that Piper Sandler may disclose such information to its affiliates, partners, directors, employees, agents and advisors who are assisting or advising Piper Sandler in performing its services hereunder and who have been directed to comply with the terms and conditions of this paragraph. As used in this paragraph, the term Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by Piper Sandler in breach of the confidentiality obligations contained herein, (b) was available to Piper Sandler on a non-confidential basis prior to its disclosure to Piper Sandler by the Company, (c) becomes available to Piper Sandler on a non-confidential basis from a person other than the Company who is not otherwise known to Piper Sandler to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation owed to the Company, or (d) is independently developed by Piper Sandler without use of or reference to the Confidential Information disclosed hereunder.
LIMITATIONS
Piper Sandler, as Records Management Agent hereunder, (a) shall have no duties or obligations other than those specifically set forth herein; (b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any order form or any stock certificates or the shares represented thereby, and will not be required to and will make no representations as to the validity, value or genuineness of the offer; (c) shall not be liable to any person, firm or corporation including the Company by reason of any error of judgment or for any act done by it in good faith, or for any mistake of law or fact in connection with this agreement and the performance hereof unless caused by or arising out of its own willful misconduct, bad faith or gross negligence, as determined in a final judgment by a court of competent jurisdiction; (d) will not be obliged to take any legal action hereunder which might in its reasonable judgment involve any expense or liability, unless it shall have been furnished with reasonable indemnity satisfactory to it; and (e) may rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other document or security delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties. Anything in this agreement to the contrary notwithstanding, in no event shall Piper Sandler be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Piper Sandler has been advised of the likelihood of such loss or damage and regardless of the form of action.
INDEMNIFICATION AND CONTRIBUTION
Annex A is hereby incorporated into this agreement by reference and made part of this agreement.
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REPRESENTATIONS
The Bank represents and warrants that it has all requisite power and authority to enter into
and carry out the terms and provisions of this agreement, the execution, delivery and performance of this agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound and this agreement has been duly authorized, executed and delivered by the Bank.
MISCELLANEOUS
The following addresses shall be sufficient for written notices to each other:
If to Bank: | Colonia Federal Savings Bank | |
15 Beach Street | ||
Quincy, MA 02170 | ||
Attention: Mr. Michael E. McFarland | ||
If to Piper Sandler: | Piper Sandler & Co. | |
1251 Avenue of the Americas, 6th Floor | ||
New York, New York 10020 | ||
Attention: General Counsel |
The agreement and the appendix hereto constitute the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This agreement is governed by the laws of the State of New York.
It is understood that the provisions relating to the payment of fees and expenses and those contained under the captions Limitations, Indemnification and Contribution and Representations will survive any termination of this agreement.
[Signature page to follow.]
Page 5
Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Piper Sandler the duplicate copy of this letter enclosed herewith.
Very truly yours, | ||
PIPER SANDLER & CO. | ||
By: | ||
Derek Szot | ||
Managing Director |
Accepted and agreed to as of | ||
the date first above written: | ||
COLONIAL FEDERAL SAVINGS BANK | ||
By: |
/s/ Michael E. McFarland |
|
Michael E. McFarland | ||
President and Chief Executive Officer |
Page 6
ANNEX A
The Bank agrees to, and shall cause the Holding Company to, indemnify and hold Piper Sandler and its affiliates and their respective partners, directors, officers, employees, agents and controlling persons within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (Piper Sandler and each such person being an Indemnified Party) harmless from and against any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified Party may become subject under applicable federal or state law, or otherwise related to or arising out of Piper Sandlers engagement under, or any matter referred to in, this agreement, and will reimburse any Indemnified Party for all expenses (including reasonable legal fees and expenses) as they are incurred, including expenses incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party; provided, however, that the Company shall only be obligated to pay for one separate counsel (in addition to any required local counsel) in any one action or proceeding or group of related actions or proceedings for all Indemnified Parties collectively, and provided, further, that the Company will not be liable to Piper Sandler under this paragraph to the extent that it is finally judicially determined that any such loss, claim, damage, liability or expense is primarily attributable to the gross negligence, willful misconduct or bad faith of Piper Sandler. If the foregoing indemnification is unavailable for any reason other than for the reason stated above, the Company agrees to contribute to such losses, claims, damages, liabilities and expenses in the proportion that its financial interest in the Offering bears to that of Piper Sandler. The Bank further agrees, and shall cause the Holding Company to agree, that neither Piper Sandler nor any of its controlling persons, affiliates, partners, directors, officers, employees or consultants shall have any liability to the Holding Company or the Bank or any person asserting claims on behalf of or in right of the Holding Company or the Bank for any losses, claims, damages, liabilities or expenses arising out of or relating to this agreement or the services to be rendered by Piper Sandler hereunder, unless it is finally judicially determined that such losses, claims, damages, liabilities or expenses resulted directly from the gross negligence, willful misconduct or bad faith of Piper Sandler.
The Bank agrees to, and shall cause the Holding Company to, notify Piper Sandler promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to any transaction contemplated by this agreement. The Bank will not, and shall cause the Holding Company not to, without Piper Sandlers prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any claim, action or proceeding in respect of which indemnity may be sought hereunder, whether or not any Indemnified Party is an actual or potential party thereto, unless such settlement, compromise, consent or termination (i) includes an explicit and unconditional release of each Indemnified Party from any liabilities arising out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. If the Holding Company or the Bank enters into any agreement or arrangement with respect to, or effects, any proposed sale, exchange, dividend or other distribution or liquidation of all or substantially all of its assets in one or a series of transactions, the Bank shall provide, and shall cause the Holding Company to provide, for the assumption of its obligations under this section by the purchaser or transferee of such assets or another party reasonably satisfactory to Piper Sandler.
A - 1
Page 7
APPENDIX A
OUTLINE OF RECORDS MANAGEMENT AGENT SERVICES
I. |
Consolidation of Deposit Accounts for Voting and Offering |
1. |
Consolidate files in accordance with regulatory guidelines and create central file. |
2. |
Our EDP format will be provided to your IT representatives. |
II. |
Coordinate Vote Solicitation and Special Meeting Services |
1. |
Vote calculation. |
2. |
Prepare deposit account holder data for Information Statement mailing |
3. |
Coordinate with Bank and other advisors in designing and executing vote campaign. |
4. |
If required, delete voting record date accounts closed prior to special meeting. |
5. |
Act as or support inspector of election, it being understood that Piper Sandler will not act as inspector of election in the case of a contested election. |
III. |
Design and Preparation of Stock Order Forms for the Offering |
1. |
Assist in designing stock order forms for ordering stock. |
2. |
Prepare deposit account holder data for stock order forms. |
IV. |
Organization and Supervision of Stock Information Center |
1. |
Advising on the physical organization of the Stock Information Center, including materials requirements. |
2. |
Assist in the training of all Bank personnel and temporary employees who will be staffing the Stock Information Center. |
3. |
Establish reporting procedures. |
4. |
On-site supervision of the Stock Information Center during the offering period. |
V. |
Subscription Services |
1. |
Produce list of depositors by state (Blue Sky report). |
2. |
Production of subscription rights and research books. |
3. |
Stock order form processing. |
4. |
Acknowledgment letter to confirm receipt of stock order. |
5. |
Daily reports and analysis. |
6. |
Proration calculation and share allocation in the event of an oversubscription. |
7. |
Produce charter shareholder list. |
8. |
Interface with Transfer Agent for DRS Statement issuance to shareholders. |
9. |
Refund and interest calculations. |
10. |
Confirmation letter to confirm purchase of stock. |
11. |
Notification of full/partial rejection of orders. |
12. |
Production of 1099/Debit tape. |
A - 2
Exhibit 2
COLONIAL FEDERAL SAVINGS BANK
PLAN OF REORGANIZATION
FROM A MUTUAL SAVINGS
BANK
TO A MUTUAL HOLDING COMPANY
AND STOCK ISSUANCE PLAN
Page | ||||||
1. | Introduction | 1 | ||||
2. | Definitions | 2 | ||||
3. | The Reorganization | 8 | ||||
4. | Conditions to Implementation of the Reorganization | 11 | ||||
5. | Special Meeting of Members | 12 | ||||
6. | Rights of Members of the MHC | 12 | ||||
7. | Conversion of MHC to Stock Form | 12 | ||||
8. | Timing of the Reorganization and Sale of Capital Stock | 13 | ||||
9. | Number of Shares to be Offered | 13 | ||||
10. | Independent Valuation and Purchase Price of Shares | 13 | ||||
11. | Method of Offering Shares and Rights to Purchase Stock | 14 | ||||
12. | Additional Limitations on Purchases of Common Stock | 18 | ||||
13. | Payment for Stock | 21 | ||||
14. | Manner of Exercising Subscription Rights Through Order Forms | 22 | ||||
15. | Undelivered, Defective or Late Order Form; Insufficient Payment | 23 | ||||
16. | Completion of the Stock Offering | 23 | ||||
17. | Market for Common Stock | 23 | ||||
18. | Stock Purchases by Management Persons After the Stock Offering | 23 | ||||
19. | Contribution to the Foundation | 24 | ||||
20. | Resales of Stock by Directors and Officers | 24 | ||||
21. | Stock Certificates | 25 | ||||
22. | Restriction on Financing Stock Purchases | 25 | ||||
23. | Stock Benefit Plans | 25 | ||||
24. | Post-Reorganization Filing and Market Making | 25 | ||||
25. | Payment of Dividends and Repurchase of Stock | 25 | ||||
26. | Reorganization and Stock Offering Expenses | 26 | ||||
27. | Employment and Other Severance Agreements | 26 | ||||
28. | Residents of Foreign Countries and Certain States | 26 | ||||
29. | Interpretation | 26 | ||||
30. | Amendment or Termination of the Plan | 27 |
Exhibits
Exhibit A Charter and Bylaws of the Bank
Exhibit B Charter and Bylaws of the Holding Company
Exhibit C Charter and Bylaws of the MHC
1. |
Introduction |
This Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan, dated as of September 8, 2021 (the Plan), provides for the reorganization of Colonial Federal Savings Bank (the Bank) from a federally chartered mutual savings bank into the mutual holding company structure (the Reorganization) under the laws of the United States of America and the regulations of the Board of Governors of the Federal Reserve System (the Federal Reserve), and other applicable requirements. The mutual holding company (the MHC) will be a mutually owned federal corporation, and all of the current ownership and voting rights of the Members of the Bank will be transferred to the MHC. As part of the Reorganization and the Plan, the Bank will convert to a federal stock savings bank (the Stock Bank), and a stock holding company (the Holding Company) will be established as a federal corporation and a majority-owned subsidiary of the MHC at all times so long as the MHC remains in existence. Concurrently with the Reorganization, the Holding Company intends to offer for sale up to 49.9% of its Common Stock in the Stock Offering. The Holding Company will offer shares of Common Stock for sale on a priority basis to depositors of the Bank and the Tax-Qualified Employee Plans of the Bank, with any remaining shares offered for sale to the public in a Community Offering, a Syndicated Community Offering, or a Firm Commitment Underwritten Offering, or a combination thereof. The Reorganization, Stock Offering and issuance of Common Stock will be conducted in accordance with the Federal Reserves Regulation MM, 12 C.F.R. Part 239, the Securities Act of 1933 and the regulations of the SEC thereunder, and other applicable regulatory requirements.
The primary purpose of the Reorganization is to establish a stock holding company, which will enable the Bank to compete more effectively in the financial services marketplace. The Reorganization will permit the Holding Company to issue Common Stock, which is a source of capital not available to mutual savings banks. Since the Holding Company will not offer all of its Common Stock for sale in the Stock Offering, the Reorganization will result in less capital raised in comparison to a standard mutual-to-stock conversion. The mutual holding company structure resulting from the Reorganization, however, will also permit the Bank to raise additional capital since a majority of the Holding Companys Common Stock (the common stock held by the MHC) will be available for sale in the future. The mutual holding company structure will also provide the Bank with greater flexibility to structure and finance the expansion of its operations, including the potential acquisition of other financial institutions. Lastly, the Reorganization will enable the Bank to better manage its capital by (i) providing broader acquisition and investment opportunities through the holding company structure, (ii) enabling the Holding Company to distribute capital to stockholders in the form of dividends, and (iii) enabling the Holding Company to repurchase its common stock as market conditions warrant. Although the Reorganization and Stock Offering will create a stock savings bank and stock holding company, only a minority of the Common Stock will be offered for sale in the Stock Offering. As a result, the Banks mutual form of ownership and its ability to remain an independent community savings bank will be preserved through the mutual holding company structure. The Reorganization is subject to the receipt of all necessary regulatory approvals, including the approval of the Federal Reserve and the OCC, and must be approved by the affirmative vote of a majority of the total votes eligible to be cast by Members.
1
In furtherance of the Banks commitment to its community, this Plan provides for a contribution of Holding Company Common Stock and/or cash, subject to regulatory limitations, to the Foundation. The funding of the Foundation is intended to enhance the Banks existing community reinvestment activities in a manner that will allow the Banks local communities to share in the growth and profitability of the Holding Company and the Bank over the long term.
The Plan has been approved by the Board of Directors of the Bank. The Plan must also be approved by the Members of the Bank at a Special Meeting of Members to be called for that purpose by at least a majority of the total number of votes entitled to be cast by Voting Members of the Bank. Each Voting Member will be entitled to cast one vote for each $100 or fraction thereof of deposits in the Bank on the Voting Record Date. No Voting Member may cast more than 1,000 votes at the Special Meeting.
2. |
Definitions |
As used in this Plan, the terms set forth below have the following meanings:
Acting in Concert: The term Acting in Concert means (i) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A Person or company which acts in concert with another Person or company (other party) shall also be deemed to be Acting in Concert with any Person or company who is also Acting in Concert with that other party, except that any Tax-Qualified Employee Plan will not be deemed to be Acting in Concert with its trustee or a Person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated.
Actual Purchase Price: The price per share, determined as provided in this Plan, at which the Common Stock will be sold in the Stock Offering.
Affiliate: Any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another Person.
Associate: The term Associate, when used to indicate a relationship with any Person, means: (i) any corporation or organization (other than the Bank, the Holding Company, the MHC or a majority-owned subsidiary of any thereof) of which such Person is a senior officer or partner, or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization; (ii) any trust or other estate, if the Person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate except that for the purposes of this Plan relating to subscriptions in the Stock Offering and the sale of Common Stock following the Reorganization, a Person who has a substantial beneficial interest in any Non-Tax-Qualified Employee Plan or any Tax-Qualified Employee Plan, or who is a trustee or fiduciary of such plan, is not an associate of such plan, and except that for purposes of aggregating total shares that may be held by Officers and Directors, the term Associate does not include any Tax-Qualified Employee Plan; and (iii) any natural person who is related by blood or marriage to such Person and who (A) lives in the same home as such Person or (B) is a director or senior officer of the Bank, the Holding Company, the MHC or a subsidiary of the Bank, the Holding Company or the MHC.
2
Bank: Colonial Federal Savings Bank in its pre-Reorganization mutual form or post-Reorganization stock form, as indicated by the context.
Bank Regulators: The Federal Reserve and other bank regulatory agencies, including the OCC and FDIC, as applicable, responsible for reviewing and approving the Reorganization and Stock Offering, including the organization of an interim stock savings association and the Stock Bank, the insurance of deposit accounts, and the transfer of assets and liabilities to the Stock Bank or, alternatively, the organization of one or more interim savings associations and any merger required to effect the Reorganization.
Capital Stock: Any and all authorized stock of the Bank or the Holding Company.
Common Stock: Common stock issuable by the Holding Company in connection with the Reorganization and Stock Offering, including securities convertible into Common Stock, pursuant to its stock charter.
Community: Norfolk County, Massachusetts.
Community Offering: The offering to certain members of the general public of any unsubscribed shares in the Subscription Offering. The Community Offering may occur concurrently with any Syndicated Community Offering.
Control: (including the terms controlling, controlled by and under common control with) means the direct or indirect power to direct or exercise a controlling influence over the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise as described in 12 CFR Part 238.
Conversion Transaction: The conversion of the MHC from the mutual to stock form of organization as described more specifically in Section 7 of this Plan, pursuant to applicable federal rules and regulations.
Deposit Account(s): Any withdrawable account, including, without limitation, savings, time, NOW account, money market, certificate and passbook accounts, but excluding demand accounts.
Effective Date: The date upon which all necessary approvals have been obtained to complete the Reorganization, and the Reorganization and Stock Offering have been completed.
Eligible Account Holder: Any Person holding a Qualifying Deposit on the Eligibility Record Date for purposes of determining subscription rights.
Eligibility Record Date: June 30, 2020, the date for determining who qualifies as an Eligible Account Holder of the Bank.
3
Employee Plans: The Tax-Qualified and Non-Tax Qualified Employee Plans of the Bank and/or the Company.
ESOP: The Stock Banks employee stock ownership plan.
Estimated Valuation Range: The range of the estimated pro forma market value of the total number of shares of Common Stock to be issued by the Holding Company to the MHC and to Minority Stockholders, as determined by the Independent Appraiser, as it may be amended from time to time thereafter.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Federal Reserve: The Board of Governors of the Federal Reserve System.
FDIC: The Federal Deposit Insurance Corporation.
Firm Commitment Underwritten Offering: The offering, at the sole discretion of the Holding Company, of shares of Common Stock not subscribed for in the Subscription Offering and any Community Offering or Syndicated Community Offering, to members of the general public through one or more underwriters. A Firm Commitment Underwritten Offering may occur following the Subscription Offering and any Community Offering or Syndicated Community Offering.
Foundation: Colonial Federal Savings Bank Charitable Foundation, Inc., a new charitable foundation intended to qualify as an exempt organization under Internal Revenue Code Section 501(c)(3) that will receive Holding Company Common Stock and/or cash in connection with the Offering.
Foundation Shares: Shares of Holding Company Common Stock issued to the Foundation in connection with the Reorganization.
HOLA: The Home Owners Loan Act, as amended.
Holding Company: The federal corporation created in the Reorganization. The Holding Company will be majority-owned by the MHC and will own 100% of the common stock of the Bank.
Holding Company Application: The Holding Company Application on such form as may be prescribed by the Federal Reserve, which will be filed with the Federal Reserve in connection with the Reorganization and the formation of the MHC and the Holding Company.
Independent Appraiser: The appraiser retained by the Bank to prepare an appraisal of the pro forma market value of the Bank and the Holding Company.
Interim Bank: The interim federal stock savings association that will become the Stock Bank, which will be established by the Bank as a wholly owned subsidiary.
Management Person: Any Officer or director of the Bank or any Affiliate of the Bank, and any person Acting in Concert with any such Officer or director.
4
Market Maker: A dealer (i.e., any person who engages directly or indirectly as agent, broker, or principal in the business of offering, buying, selling or otherwise dealing or trading in securities issued by another person) who, with respect to a particular security, (1) regularly publishes bona fide competitive bid and offer quotations on request, and (2) is ready, willing and able to effect transactions in reasonable quantities at the dealers quoted prices with other brokers or dealers.
Member: Any person or entity who qualifies as a member of the Bank pursuant to its charter and bylaws.
MHC: The mutual holding company created in the Reorganization.
Minority Ownership Interest: The shares of the Common Stock owned by persons other than the MHC, expressed as a percentage of the total shares of Common Stock outstanding.
Minority Stock Offering: One or more offerings of less than 50% in the aggregate of the outstanding Common Stock to persons other than the MHC.
Minority Stockholder: Any owner of the Common Stock, other than the MHC.
Notice: The Notice of Mutual Holding Company Reorganization to be submitted by the Bank to the Federal Reserve to notify the Federal Reserve of the Reorganization and the Stock Offering.
OCC: The Office of the Comptroller of the Currency.
Offering Range: The aggregate purchase price of the Common Stock to be sold in the Stock Offering based on the Independent Valuation expressed as a range, which may vary within 15% above or 15% below the midpoint of such range, with a possible adjustment by up to 15% above the maximum of such range. The Offering Range will be based on the Estimated Valuation Range, but will represent a Minority Ownership Interest equal to up to 49.9% of the Common Stock.
Officer: An executive officer of the MHC, the Holding Company or the Bank, including the Chief Executive Officer, President, Senior Vice Presidents in charge of principal business functions, Secretary, Treasurer and any other person performing similar policy making functions.
Order Form: Any form (together with any attached cover letter and/or certifications or acknowledgements), sent by the Bank to any Person containing, among other things, a description of the alternatives available to such Person under the Plan and by which any such Person may make elections regarding purchases of Common Stock in the Subscription and Community Offerings.
Other Member: Any Person who is a Member of the Bank at the close of business on the Voting Record Date who is not an Eligible Account Holder, Supplemental Eligible Account Holder or Tax-Qualified Employee Plan.
5
Person: An individual, bank, corporation, partnership, association, joint-stock company, limited liability company, trust, unincorporated organization, or a government or political subdivision of a government.
Plan: This Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan.
Qualifying Deposit: The aggregate balance of each Deposit Account of an Eligible Account Holder as of the close of business on the Eligibility Record Date or of a Supplemental Eligible Account Holder as of the close of business on the Supplemental Eligibility Record Date, as the case may be, provided such aggregate balance is not less than $50.
Regulations: The rules and regulations of the Bank Regulators, including the Federal Reserve rules and regulations regarding mutual holding companies and any applicable rules and regulations of the OCC and the FDIC.
Reorganization: The reorganization of the Bank into the mutual holding company structure, including the organization of the MHC, the Holding Company and the Stock Bank pursuant to this Plan.
Resident: The terms resident, residence, reside, resided or residing as used herein with respect to any person shall mean any person who occupies a dwelling within the Banks Community, has an intent to remain with the Community for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence within the Community together with an indication that such presence within the Community is something other than merely transitory in nature. To the extent a Person is a corporation or other business entity, the principal place of business or headquarters shall be in the Community. To the extent a Person is a personal benefit plan, the circumstances of the beneficiary shall apply with respect to this definition. In the case of all other benefit plans, the circumstances of the trustee shall be examined for purposes of this definition. The Bank may utilize deposit or loan records or such other evidence provided to it to make a determination as to whether a Person is a resident. In all cases, however, such a determination shall be in the sole discretion of the Bank.
SEC: The Securities and Exchange Commission.
Special Meeting: The Special Meeting of Members called to vote on the Plan.
Stock Bank: The federally chartered stock savings bank resulting from the Reorganization, which will be a wholly owned Subsidiary of the Holding Company.
Stock Offering: The offering of Common Stock for sale to persons other than the MHC, in a Subscription Offering and, to the extent shares remain available, in a Community Offering, Syndicated Community Offering and/or Firm Commitment Underwritten Offering, as the case may be.
Subscription Offering: The offering of Common Stock of the Holding Company for subscription and purchase pursuant to Section 11 of this Plan.
6
Subsidiary: A company that is controlled by another company, either directly or indirectly through one or more subsidiaries.
Supplemental Eligible Account Holder: Any Person holding a Qualifying Deposit on the Supplemental Eligibility Record Date, who is not an Eligible Account Holder, a Tax-Qualified Employee Plan or an Officer or director of the Bank.
Supplemental Eligibility Record Date: The date for determining Supplemental Eligible Account Holders, which shall be the last day of the calendar quarter preceding Federal Reserve approval of the Reorganization. The Supplemental Eligibility Record Date will only occur if the Federal Reserve has not approved the Reorganization within 15 months after the Eligibility Record Date.
Syndicated Community Offering: The offering of Common Stock following or contemporaneously with the Community Offering through a syndicate of broker-dealers.
Tax-Qualified Employee Plan: Any defined benefit plan or defined contribution plan (including any employee stock ownership plan, stock bonus plan, profit-sharing plan, or other plan) of the Bank, the Holding Company, the MHC or any of their Affiliates, which, with its related trusts, meets the requirements to be qualified under Section 401 of the Internal Revenue Code. The term Non-Tax-Qualified Employee Plan means any stock benefit plan that is not so qualified under Section 401 of the Internal Revenue Code.
Voting Member: Any Person who at the close of business on the Voting Record Date is entitled to vote as a Member of the Bank pursuant to its charter and bylaws.
Voting Record Date: The date established by the Bank for determining which Members are entitled to vote on the Plan.
Voting Stock:
(1) |
Voting Stock means common stock or preferred stock, or similar interests if the shares by statute, charter or in any manner, entitle the holder: |
(i) |
To vote for or to elect directors of the Bank or the Holding Company; and |
(ii) |
To vote on or to direct the conduct of the operations or other significant policies of the Bank or the Holding Company. |
(2) |
Notwithstanding anything in paragraph (1) above, preferred stock is not Voting Stock if: |
(i) |
Voting rights associated with the preferred stock are limited solely to the type customarily provided by statute with regard to matters that would significantly and adversely affect the rights or preferences of the preferred stock, such as the issuance of additional amounts or classes of senior securities, the modification of the terms of the preferred stock, the dissolution of the Bank, or the payment of dividends by the Bank when preferred dividends are in arrears; |
7
(ii) |
The preferred stock represents an essentially passive investment or financing device and does not otherwise provide the holder with Control over the issuer; and |
(iii) |
The preferred stock does not at the time entitle the holder, by statute, charter, or otherwise, to select or to vote for the election of directors of the Bank or the Holding Company. |
(3) |
Notwithstanding anything in paragraphs (1) and (2) above, Voting Stock shall be deemed to include preferred stock and other securities that, upon transfer or otherwise, are convertible into Voting Stock or exercisable to acquire Voting Stock where the holder of the stock, convertible security or right to acquire Voting Stock has the preponderant economic risk in the underlying Voting Stock. Securities immediately convertible into Voting Stock at the option of the holder without payment of additional consideration shall be deemed to constitute the Voting Stock into which they are convertible; other convertible securities and rights to acquire Voting Stock shall not be deemed to vest the holder with the preponderant economic risk in the underlying Voting Stock if the holder has paid less than 50% of the consideration required to directly acquire the Voting Stock and has no other economic interest in the underlying Voting Stock. |
3. |
The Reorganization |
A. |
Organization of the Holding Companies and the Bank |
As part of the Reorganization, the Bank will amend its charter to become the MHC, and the Holding Company and the Stock Bank will be established as federal corporations. The Reorganization will be effected as follows, or in any other manner approved by the Bank Regulators that is consistent with the purposes of this Plan and applicable laws and regulations:
(i) |
the Bank will organize Interim Bank and transfer all of its assets and liabilities, except up to $100,000 in cash, to Interim Bank, which will become the Stock Bank; |
(ii) |
the Bank will amend its charter and bylaws to read in the form of a federal mutual holding company and will become the MHC; |
(iii) |
the MHC will organize the Holding Company as a wholly owned subsidiary, and transfer $1,000 to the Holding Company in exchange for 100 shares of Common Stock; and |
(iv) |
the MHC will transfer all of the initially issued stock of the Stock Bank to the Holding Company in exchange for additional shares of Common Stock, and the Stock Bank will become a wholly owned subsidiary of the Holding Company. |
8
The transfer of assets and liabilities from the Bank to Interim Bank shall not occur until Interim Bank has received FDIC approval for insurance of accounts and the FDIC has issued Interim Bank an insurance certificate number. Contemporaneously with the Reorganization, the Holding Company will offer for sale in the Stock Offering shares of Common Stock representing less than 50% of the pro forma market value of the Holding Company and the Bank.
Upon consummation of the Reorganization, substantially all of the assets and liabilities (including the savings accounts, demand accounts, tax and loan accounts, United States Treasury General Accounts, or United States Treasury Time Deposit Open Accounts, as defined in the Regulations) of the Bank shall become the assets and liabilities of the Stock Bank, which will thereupon become an operating savings bank subsidiary of the Holding Company and of the MHC. The Bank will apply to the Bank Regulators to have the Holding Company receive or retain (as the case may be) up to 50% of the net proceeds of the Stock Offering, or such other amount as may be determined by the Board of Directors. The Stock Bank may distribute additional capital to the Holding Company following the Reorganization, subject to the applicable requirements set forth in the Regulations governing capital distributions.
Upon consummation of the Reorganization, the legal existence of the Bank will not terminate, but the MHC will be a continuation of the Bank, provided that all property of the Bank, including its right, title, and interest in and to all of its property and assets of every conceivable value or benefit then existing or pertaining to the Bank, or which would inure to the Bank will be transferred to the Stock Bank, except for up to $100,000 in cash. All assets, rights, obligations and liabilities of whatever nature of the Bank that are not expressly retained by the MHC shall be deemed transferred to the Stock Bank. The Stock Bank will have, hold, and enjoy the same in its right and fully and to the same extent as the same was possessed, held, and enjoyed by the Bank. The Stock Bank will continue to have, succeed to, and be responsible for all the assets, rights, liabilities and obligations of the Bank and will maintain its headquarters and operations at the Banks present locations.
B. |
Effect on Deposit Accounts and Borrowings |
Each deposit account in the Bank on the Effective Date will remain a deposit account in the Stock Bank in the same amount and upon the same terms and conditions, and will continue to be federally insured up to the legal maximum by the FDIC in the same manner as the deposit account existed in the Bank immediately prior to the Reorganization. Upon consummation of the Reorganization, all loans and other borrowings from the Bank shall retain the same status with the Stock Bank after the Reorganization as they had with the Bank immediately prior to the Reorganization.
C. |
The Stock Bank |
Upon completion of the Reorganization, the Stock Bank will be authorized to exercise any and all powers, rights and privileges of, and will be subject to all limitations applicable to, capital stock savings associations under federal law. A copy of the proposed charter and bylaws of the Stock Bank is attached hereto as Exhibit A and made a part of this Plan. The Reorganization will not result in any reduction of the amount of retained earnings (other than the assets of the Bank retained by or distributed to the Holding Company or the MHC), undivided profits, and general loss reserves that the Bank had prior to the Reorganization. The retained
9
earnings and general loss reserves will be accounted for by the MHC, the Holding Company and the Stock Bank on a consolidated basis in accordance with generally accepted accounting principles.
The initial members of the Board of Directors of the Stock Bank will be the members of the Board of Directors of the Bank immediately prior to consummation of the Reorganization. Thereafter, the Holding Company, as the sole stockholder of the Stock Bank, will elect approximately one-third of the Stock Banks Board of Directors annually. The Stock Bank will be wholly owned by the Holding Company. The Holding Company will be wholly owned by its stockholders who will consist of the MHC and the persons who purchase Common Stock in the Stock Offering and any subsequent Minority Stock Offering. Upon the Effective Date of the Reorganization, the voting and membership rights of Members will be transferred to the MHC, subject to the conditions specified below.
D. |
The Holding Company |
The Holding Company will be authorized to exercise any and all powers, rights and privileges, and will be subject to all limitations applicable to savings and loan holding companies and mutual holding companies under federal law and regulations. The initial members of the Board of Directors of the Holding Company will be the existing members of the Board of Directors of the Bank immediately prior to the consummation of the Reorganization. Thereafter, the voting stockholders of the Holding Company will elect approximately one-third of the Holding Companys directors annually. A copy of the proposed charter and bylaws of the Holding Company is attached as Exhibit B and made part of this Plan.
The Holding Company will have the power to issue shares of Capital Stock to persons other than the MHC. However, so long as the MHC is in existence, the MHC will be required to own at least a majority of the Voting Stock of the Holding Company. The Holding Company will be authorized to undertake one or more Minority Stock Offerings of less than 50% in the aggregate of the total outstanding Common Stock of the Holding Company, and the Holding Company intends to offer for sale up to 49.9% of its Common Stock in the Stock Offering.
E. |
The Mutual Holding Company |
As a mutual corporation, the MHC will have no stockholders. The members of the MHC will have exclusive voting authority as to all matters requiring a vote of members under the charter of the MHC. Persons who have membership rights with respect to the Bank under its existing charter immediately prior to the Reorganization shall continue to have such rights solely with respect to the MHC after the Reorganization so long as such persons remain depositors of the Bank after the Reorganization. In addition, all persons who become depositors of the Stock Bank following the Reorganization will have membership rights with respect to the MHC. The rights and powers of the MHC will be defined by the MHCs charter and bylaws (a copy of which is attached to this Plan as Exhibit C and made a part hereof) and by the statutory and regulatory provisions applicable to savings and loan holding companies and mutual holding companies. In particular, the MHC will be subject to the limitations and restrictions imposed on savings and loan holding companies by Section 10(o)(5) of the HOLA.
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The initial members of the Board of Directors of the MHC will be the existing members of the Board of Directors of the Bank immediately prior to the consummation of the Reorganization. Thereafter, approximately one-third of the directors of the MHC will be elected annually by the members of the MHC who will consist of the Members of the Bank immediately prior to the consummation of the Reorganization and all persons who become depositors of the Bank after the Reorganization.
4. |
Conditions to Implementation of the Reorganization |
Consummation of the Reorganization is expressly conditioned upon the following:
A. |
Approval of the Plan by a majority of the Board of Directors of the Bank. |
B. |
The filing of the Notice, including the Plan, with the Federal Reserve and either: |
(i) |
The Federal Reserve has given written notice of its intent not to disapprove the Reorganization; or |
(ii) |
Sixty days have passed since the Federal Reserve received the Notice and deemed it complete under 12 CFR § 239.10(e) and/or 12 CFR § 238.14(g) of the Federal Reserve regulations, and the Federal Reserve has not given written notice that the Reorganization is disapproved or extended for an additional 30 days the period during which disapproval may be issued. |
C. |
The filing of a Holding Company Application with the Federal Reserve pursuant to the HOLA for the Holding Company and MHC to become mutual savings and loan holding companies by owning or acquiring 100% of the common stock of the Stock Bank in the case of the Holding Company, and a majority of the Common Stock in the case of the MHC, and the approval of such Holding Company Application by the Federal Reserve. |
D. |
Submission of the Plan to the Members for approval pursuant to a proxy statement and form of proxy cleared in advance by the Bank Regulators, and such Plan is approved by a majority of the total votes of the Voting Members eligible to be cast at a meeting held at the call of the directors in accordance with the procedures prescribed by the Banks charter and bylaws. |
E. |
All necessary approvals and non-objections have been obtained from the Bank Regulators in connection with the adoption of the charter and bylaws of the MHC, the Holding Company and the Stock Bank, the issuance of deposit insurance and a certificate number by the FDIC to the Stock Bank and the transfer of assets and liabilities of the Bank to the Stock Bank pursuant to the Plan (or, alternatively, the conversion of the Bank to a stock charter); and all conditions specified or otherwise imposed by the Bank Regulators, in connection with their approvals and/or non-objections, have been satisfied. |
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5. |
Special Meeting of Members |
Subsequent to the approval of the Plan by the Bank Regulators, the Special Meeting shall be scheduled in accordance with the Banks bylaws. Promptly after receipt of approval and at least 20 days but not more than 45 days prior to the Special Meeting, the Bank shall distribute proxy solicitation materials to all Voting Members. The proxy solicitation materials shall include a proxy statement and other documents authorized for use by the applicable Bank Regulators. A copy of the Plan will be made available to Voting Members upon request. Pursuant to the Regulations, the affirmative vote of not less than a majority of the total votes eligible to be cast by the Voting Members is required for approval of the Plan. Voting may be in person or by proxy. The Bank Regulators shall be notified promptly of the actions of the Voting Members.
6. |
Rights of Members of the MHC |
Following the Reorganization, all persons who had membership rights with respect to the Bank as of the date of the Reorganization will continue to have such rights solely with respect to the MHC as long as they remain depositors of the Bank. All existing proxies granted by members of the Bank to the Board of Directors of the Bank shall automatically become proxies granted to the Board of Directors of the MHC. In addition, all persons who become depositors of the Stock Bank subsequent to the Reorganization also will have membership rights with respect to the MHC. In each case, no person who ceases to be the holder of a deposit account with the Stock Bank after the Reorganization shall have any membership or other rights with respect to the MHC.
7. |
Conversion of MHC to Stock Form |
Following the completion of the Reorganization, the MHC may elect to convert to stock form in accordance with applicable laws. There can be no assurance when, if ever, a Conversion Transaction will occur.
In a Conversion Transaction, it is expected that the MHC would merge with and into the Holding Company with the Holding Company as the resulting entity, followed by the merger of the Holding Company with and into a new stock holding company with the new stock holding company as the resulting entity. Depositors of the Stock Bank would receive the right to subscribe for shares of common stock of the new stock holding company, which shares would represent the ownership interest of the MHC in the Holding Company immediately prior to the Conversion Transaction. The additional shares of Common stock of the new stock holding company issued in the Conversion Transaction would be sold at their aggregate pro forma market value as determined by an independent appraisal.
Any Conversion Transaction must be fair and equitable to Minority Stockholders. In any Conversion Transaction, Minority Stockholders will be entitled without additional consideration to maintain the same percentage ownership interest in the new stock holding company after the Conversion Transaction as their percentage ownership interest in the Holding Company immediately prior to the Conversion Transaction (i.e., the Minority Ownership Interest), subject to adjustment, if any, required by the Bank Regulators to reflect assets of the MHC and any dividends waived by the MHC.
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At the sole discretion of the Boards of Directors of the MHC and the Holding Company, a Conversion Transaction may be effected in any other manner necessary to qualify the Conversion Transaction as a tax-free reorganization under applicable federal and state tax laws, provided such Conversion Transaction does not diminish the rights and ownership interest of Minority Stockholders other than as set forth in this Plan. If a Conversion Transaction does not occur, the MHC will always own a majority of the Voting Stock of the Holding Company. The Board of Directors of the Bank has no current intention to conduct a Conversion Transaction.
A Conversion Transaction would require the approval of the Federal Reserve and would be presented to a vote of the members of the MHC and the stockholders of the Holding Company, including the MHC. Federal regulations require that in any Conversion Transaction the members of the MHC will be accorded the same stock purchase priorities as if the MHC were a mutual savings bank converting to stock form.
8. |
Timing of the Reorganization and Sale of Capital Stock |
The Bank intends to consummate the Reorganization as soon as feasible following the receipt of all approvals referred to in Section 4 of this Plan. Subject to the approval of the Bank Regulators, the Holding Company intends to commence the Stock Offering concurrently with the proxy solicitation of Members. The Holding Company may close the Stock Offering before the Special Meeting, provided that the offer and sale of the Common Stock shall be conditioned upon approval of the Plan by the Members at the Special Meeting. Subject to Bank Regulator approval, the Banks proxy solicitation materials may permit certain Members to return to the Bank by a reasonable date certain a postage paid card or other written communication requesting receipt of the prospectus if the prospectus is not mailed concurrently with the proxy solicitation materials. The Stock Offering shall be conducted in compliance with the Regulations, including 12 CFR § 239.24 and § 239.25 of the Federal Reserves Regulation MM and the securities offering regulations of the SEC.
9. |
Number of Shares to be Offered |
The total number of shares (or range thereof) of Common Stock to be issued and offered for sale pursuant to the Plan shall be determined initially by the Boards of Directors of the Bank and the Holding Company in conjunction with the determination of the Independent Appraiser. The number of shares to be offered may be adjusted prior to completion of the Stock Offering. The total number of shares of Common Stock that may be issued to persons other than the MHC at the close of the Stock Offering must be less than 50% of the issued and outstanding shares of Common Stock.
10. |
Independent Valuation and Purchase Price of Shares |
All shares of Common Stock sold in the Stock Offering shall be sold at a uniform price per share. The purchase price and number of shares to be outstanding shall be determined by the Board of Directors of the Holding Company on the basis of the estimated pro forma market value of the Holding Company and the Bank. The aggregate purchase price for the Common Stock will be consistent with the market value of the Holding Company and the Bank. The pro forma market value of the Holding Company and the Bank will be determined for such purposes by the Independent Appraiser.
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Prior to the commencement of the Stock Offering, an Estimated Valuation Range will be established, which range may vary within 15% above to 15% below the midpoint of such range, and up to 15% greater than the maximum of such range, as determined by the Board of Directors of the Holding Company at the time of the Stock Offering and consistent with applicable requirements set forth in the Regulations. The Holding Company intends to issue up to 49.9% of its Common Stock in the Stock Offering. The number of shares of Common Stock to be issued and the ownership interest of the MHC may be increased or decreased by the Holding Company, taking into consideration any change in the independent valuation and other factors, at the discretion of the Boards of Directors of the Bank and the Holding Company.
Based upon the independent valuation as updated prior to the commencement of the Stock Offering, the Board of Directors may establish the minimum and maximum percentage of shares of Common Stock that will be offered for sale in the Stock Offering, or it may fix the percentage of shares that will be offered for sale in the Stock Offering. In the event the percentage of the shares offered for sale in the Minority Stock Offering is not fixed in the Stock Offering, the Minority Ownership Interest resulting from the Stock Offering will be determined as follows: (a) the product of (x) the total number of shares of Common Stock sold by the Holding Company and (y) the purchase price per share, divided by (b) the aggregate pro forma market value of the Bank and the Holding Company upon the closing of the Stock Offering and sale of all the Common Stock.
Notwithstanding the foregoing, no sale of Common Stock may be consummated unless, prior to such consummation, the Independent Appraiser confirms to the Holding Company, the Bank and to the Bank Regulators, that, to the best knowledge of the Independent Appraiser, nothing of a material nature has occurred that, taking into account all relevant factors, would cause the Independent Appraiser to conclude that the aggregate value of the Common Stock sold in the Stock Offering at the Actual Purchase Price is incompatible with its estimate of the aggregate consolidated pro forma market value of the Holding Company and the Bank. If such confirmation is not received, the Holding Company may cancel the Stock Offering, extend the Stock Offering and establish a new price range and/or estimated price range, extend, reopen or hold a new Stock Offering or take such other action as the Bank Regulators may permit.
The estimated market value of the Holding Company and the Bank shall be determined for such purpose by an Independent Appraiser on the basis of such appropriate factors as are not inconsistent with the applicable Regulations. The Common Stock to be issued in the Stock Offering shall be fully paid and nonassessable.
11. |
Method of Offering Shares and Rights to Purchase Stock |
In descending order of priority, the opportunity to purchase Common Stock shall be given in the Subscription Offering to: (1) Eligible Account Holders; (2) Tax-Qualified Employee Plans; (3) Supplemental Eligible Account Holders; and (4) Other Members, pursuant to priorities established by the Board of Directors. Any shares of Common Stock that are not subscribed for in the Subscription Offering may at the discretion of the Bank and the Holding Company be offered for sale in a Community Offering, Syndicated Community Offering or Firm Commitment Underwritten Offering. The minimum purchase by any Person shall be 25 shares. The Holding Company shall determine in its sole discretion whether each prospective purchaser
14
is a Resident, Associate, or Acting in Concert as defined in the Plan, and shall interpret all other provisions of the Plan in its sole discretion. All such determinations are in the sole discretion of the Holding Company, and may be based on whatever evidence the Holding Company chooses to use in making any such determination.
If there is a Community Offering, Syndicated Community Offering or Firm Commitment Underwritten Offering of shares of Common Stock not subscribed for in the Subscription Offering, the price per share at which the Common Stock is sold in such Community Offering, Syndicated Community Offering or Firm Commitment Underwritten Offering shall be the Actual Purchase Price that will be equal to the purchase price per share at which the Common Stock is sold to persons in the Subscription Offering. Shares sold in the Community Offering, Syndicated Community Offering or Firm Commitment Underwritten Offering will be subject to the same limitations as shares sold in the Subscription Offering.
A. |
Subscription Offering |
Priority 1: Eligible Account Holders. Each Eligible Account Holder shall receive non-transferable subscription rights to subscribe for shares of Common Stock offered in the Stock Offering in an amount equal to the greater of $100,000, one-tenth of one percent (0.1%) of the total shares offered in the Stock Offering, or 15 times the product (rounded down to the nearest whole number) obtained by multiplying the total number of shares of Common Stock to be issued in the Stock Offering by a fraction, of which the numerator is the Qualifying Deposit of the Eligible Account Holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders, in each case on the Eligibility Record Date and subject to the provisions of Section 12; provided that the Holding Company may, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase such maximum purchase limitation to 5% of the maximum number of shares offered in the Stock Offering or decrease such maximum purchase limitation to 0.1% of the maximum number of shares offered in the Stock Offering, subject to the overall purchase limitations set forth in Section 12. If there are insufficient shares available to satisfy all subscriptions of Eligible Account Holders, shares will be allocated to Eligible Account Holders so as to permit each such subscribing Eligible Account Holder to purchase a number of shares sufficient to make his total allocation equal to the lesser of 100 shares or the number of shares subscribed for. Thereafter, unallocated shares will be allocated pro rata to remaining subscribing Eligible Account Holders whose subscriptions remain unfilled in the same proportion that each such subscribers Qualifying Deposit bears to the total amount of Qualifying Deposits of all subscribing Eligible Account Holders whose subscriptions remain unfilled. To ensure proper allocation of stock, each Eligible Account Holder must list on his subscription Order Form all accounts in which he or she had an ownership interest as of the Eligibility Record Date. Officers, directors, and their Associates may be Eligible Account Holders. However, if an officer, director, or his or her Associate receives subscription rights based on increased deposits in the year before the Eligibility Record Date, subscription rights based upon these increased deposits are subordinate to the subscription rights of other Eligible Account Holders.
Priority 2: Tax-Qualified Employee Plans. The Tax-Qualified Employee Plans shall be given the opportunity to purchase in the aggregate up to 4.9% of the shares issued and outstanding following the completion of the Stock Offering. In the event of an oversubscription
15
in the Stock Offering, subscriptions for shares by the Tax-Qualified Employee Plans may be satisfied, in whole or in part, out of authorized but unissued shares of the Holding Company subject to the maximum purchase limitations applicable to such plans as set forth herein, or may be satisfied, in whole or in part, through open market purchases by the Tax-Qualified Employee Plans subsequent to the closing of the Stock Offering. If the final valuation exceeds the maximum of the Offering Range, up to 4.9% of the Common Stock issued and outstanding following the completion of the Stock Offering may be sold to the Tax-Qualified Employee Plans notwithstanding any oversubscription by Eligible Account Holders.
Priority 3: Supplemental Eligible Account Holders. To the extent there are sufficient shares remaining after satisfaction of subscriptions by Eligible Account Holders, and the Tax-Qualified Employee Plans, each Supplemental Eligible Account Holder shall receive non-transferable subscription rights to subscribe for shares of Common Stock offered in the Stock Offering in an amount equal to the greater of $100,000, one-tenth of one percent (0.1%) of the total shares offered in the Stock Offering, or 15 times the product (rounded down to the nearest whole number) obtained by multiplying the total number of shares of Common Stock to be issued in the Stock Offering by a fraction, of which the numerator is the Qualifying Deposit of the Supplemental Eligible Account Holder and the denominator is the total amount of Qualifying Deposits of all Supplemental Eligible Account Holders, in each case on the Supplemental Eligibility Record Date and subject to the provisions of Section 12; provided that the Bank may, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase such maximum purchase limitation to 5% of the maximum number of shares offered in the Stock Offering or decrease such maximum purchase limitation to 0.1% of the maximum number of shares offered in the Stock Offering, subject to the overall purchase limitations set forth in Section 12. In the event Supplemental Eligible Account Holders subscribe for a number of shares that, when added to the shares subscribed for by Eligible Account Holders and the Tax-Qualified Employee Plans, is in excess of the total shares offered in the Stock Offering, the subscriptions of Supplemental Eligible Account Holders will be allocated among subscribing Supplemental Eligible Account Holders so as to permit each subscribing Supplemental Eligible Account Holder to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares or the number of shares subscribed for. Thereafter, unallocated shares will be allocated to each subscribing Supplemental Eligible Account Holder whose subscription remains unfilled in the same proportion that such subscribers Qualifying Deposits on the Supplemental Eligibility Record Date bear to the total amount of Qualifying Deposits of all subscribing Supplemental Eligible Account Holders whose subscriptions remain unfilled. Directors, Officers and their associates do not qualify as Supplemental Eligible Account Holders.
Priority 4: Other Members. To the extent that there are sufficient shares remaining after satisfaction of subscriptions by Eligible Account Holders, the Tax-Qualified Employee Plans and Supplemental Eligible Account Holders, each Other Member shall receive non-transferable subscription rights to subscribe for shares of Common Stock offered in the Stock Offering in an amount equal to $100,000, provided that the Bank may, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase such maximum purchase limitation to 5% of the maximum number of shares offered in the Stock Offering, or decrease such maximum purchase limitation to 0.1% of the maximum number of shares offered in the Stock Offering, subject to the overall purchase limitations set forth in
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Section 12. In the event Other Members subscribe for a number of shares that, when added to the shares subscribed for by the Eligible Account Holders, Tax-Qualified Employee Plans and Supplemental Eligible Account Holders, is in excess of the total number of shares offered in the Stock Offering, the subscriptions of such Other Members will be allocated among subscribing Other Members on a pro rata basis based on the size of such Other Members orders.
B. |
Community Offering |
Any shares of Common Stock not subscribed for in the Subscription Offering may be offered for sale in a Community Offering. This will involve an offering of all unsubscribed shares directly to the general public with a preference to those natural persons residing in the Community. The Community Offering, if any, shall be for a period of not more than 45 days unless extended by the Holding Company and the Bank, and shall commence concurrently with, during or promptly after the Subscription Offering. The Holding Company and the Bank may use one or more investment banking firms on a best efforts basis to sell the unsubscribed shares in the Subscription and Community Offering. The Holding Company and the Bank may pay a commission or other fee to such investment banking firm(s) for shares sold by such firm(s) in the Subscription and Community Offering and may also reimburse such firm(s) for expenses incurred in connection with the sale. No Person may purchase more than $100,000 of Common Stock in the Community Offering, subject to the overall purchase limitations set forth in Section 12. In the event orders for Common Stock in the Community Offering exceed the number of shares available for sale, shares will be allocated (to the extent shares remain available) first to cover orders of natural persons residing in the Community, and, thereafter, to the extent any shares remain available, to cover orders of other members of the general public on a basis that will promote a widespread distribution of stock. In the event orders for Common Stock in each of these categories exceed the number of shares available for sale within such category, orders shall first be filled up to a maximum of two percent (2%) of the shares sold in the Stock Offering, and thereafter remaining shares will be allocated on an equal number of shares basis per order.
The Bank and the Holding Company, in their sole discretion, may reject subscriptions, in whole or in part, received from any Person under this Section 11.B.
C. |
Syndicated Community Offering or Firm Commitment Underwritten Offering |
If feasible, any shares of Common Stock not sold in the Subscription Offering or in the Community Offering, if any, may be offered for sale to the general public by a selling group of broker-dealers in a Syndicated Community Offering, subject to terms, conditions and procedures, including the timing of the offering, as may be determined by the Bank and the Holding Company, subject to the right of the Holding Company, in its sole discretion, to accept or reject in whole or in part all orders in the Syndicated Community Offering. It is expected that the Syndicated Community Offering would commence as soon as practicable after termination of the Subscription Offering and the Community Offering, if any. The Syndicated Community Offering shall be completed within 45 days after the termination of the Subscription Offering, unless such period is extended as provided herein. No Person may purchase more than $100,000 of Common Stock in the Syndicated Community Offering, subject to the overall purchase limitations set forth in Section 12.
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Alternatively, if feasible, the Board of Directors may determine to offer any shares of Common Stock not sold in the Subscription Offering and any Community Offering for sale in a Firm Commitment Underwritten Offering subject to such terms, conditions and procedures as may be determined by the Bank and the Holding Company, subject to the right of the Holding Company, in its sole discretion, to accept or reject in whole or in part any orders in the Firm Commitment Underwritten Offering. Provided the Subscription Offering has begun, the Holding Company may begin the Firm Commitment Underwritten Offering at any time. Any Firm Commitment Underwritten Offering shall be completed within 45 days after the termination of the Subscription Offering, unless such period is extended as provided herein. No Person may purchase more than $100,000 of Common Stock in the Firm Commitment Underwritten Offering, subject to the overall purchase limitations set forth in Section 12.
If for any reason a Syndicated Community Offering or Firm Commitment Underwritten Offering of shares of Common Stock not sold in the Subscription Offering or any Community Offering cannot be effected and any shares remain unsold after the Subscription Offering and the Community Offering, if any, the Boards of Directors of the Holding Company and the Bank will seek to make other arrangements for the sale of unsubscribed shares aggregating at least the minimum of the Offering Range. Such other arrangements will be subject to the receipt of any required approval of the Bank Regulators.
12. |
Additional Limitations on Purchases of Common Stock |
Purchases of Common Stock in the Stock Offering will be subject to the following purchase limitations:
A. |
The aggregate amount of outstanding Common Stock owned or controlled by persons other than MHC at the close of the Stock Offering shall be less than 50% of the Holding Companys total outstanding Common Stock. |
B. |
The maximum purchase of Common Stock in the Subscription Offering by a Person or group of Persons through a single Deposit Account is $100,000. No Person by himself, with an Associate or group of Persons Acting in Concert, may purchase more than $150,000 of the Common Stock offered in the Stock Offering except that: (i) the Holding Company may, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase such maximum purchase limitation to 9.9% of the number of shares sold in the Stock Offering, including shares issued to the Foundation, provided that the total number of shares purchased by Persons, their Associates and those Persons with whom they are Acting in Concert, to the extent such purchases exceed 5% of the shares sold in the Stock Offering, shall not exceed, in the aggregate, 10% (or such higher percentage as may be determined by the Board of Directors with the approval of the Bank Regulators) of the total number of the shares sold in the Offering, including shares issued to the Foundation; (ii) the Tax-Qualified Employee Plans may purchase up to 10% of the shares offered in the Stock Offering, including shares issued to the Foundation; and (iii) for purposes of this |
18
subsection 12.B. shares to be held by any Tax-Qualified Employee Plan and attributable to a Person shall not be aggregated with other shares purchased directly by or otherwise attributable to such Person. |
C. |
The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by any Non-Tax-Qualified Employee Plan or any Management Person and his or her Associates, exclusive of any shares of Common Stock acquired by such plan or Management Person and his or her Associates in the secondary market, shall not exceed 4.9% of the outstanding shares of Common Stock at the conclusion of the Stock Offering. In calculating the number of shares held by any Management Person and his or her Associates under this paragraph, shares held by any Tax-Qualified Employee Plan or Non-Tax-Qualified Employee Plan of the Holding Company or the Bank that are attributable to such Person shall not be counted. |
D. |
The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by any Non-Tax-Qualified Employee Plan or any Management Person and his or her Associates, exclusive of any Common Stock acquired by such plan or Management Person and his or her Associates in the secondary market, shall not exceed 4.9% of the stockholders equity of the Holding Company at the conclusion of the Stock Offering. In calculating the number of shares held by any Management Person and his or her Associates under this paragraph, shares held by any Tax-Qualified Employee Plan or Non-Tax-Qualified Employee Plan of the Holding Company or the Bank that are attributable to such Person shall not be counted. |
E. |
The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by any one or more Tax-Qualified Employee Plans, exclusive of any shares of Common Stock acquired by such plans in the secondary market, shall not exceed 4.9% of the outstanding shares of Common Stock at the conclusion of the Stock Offering. |
F. |
The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by any one or more Tax-Qualified Employee Plans, exclusive of any shares of Common Stock acquired by such plans in the secondary market, shall not exceed 4.9% of the stockholders equity of the Holding Company at the conclusion of the Stock Offering |
G. |
The amount of common stock that may be encompassed under all stock option plans and restricted stock plans of the Holding Company may not exceed, in the aggregate, 25% of the outstanding shares of Common Stock held by persons other than the MHC at the conclusion of the Stock Offering. |
H. |
The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by all Non-Tax-Qualified Employee Plans or Management Persons and their Associates, exclusive of any Common Stock acquired by such plans or Management Persons and their Associates in the secondary market, shall not exceed 29% (or such higher percentage as may be set |
19
by the Board of Directors with the approval of the Bank Regulators) of the outstanding shares of Common Stock held by persons other than the MHC at the conclusion of the Stock Offering. In calculating the number of shares held by Management Persons and their Associates under this paragraph or paragraph I. below, shares held by any Tax-Qualified Employee Plan or Non-Tax-Qualified Employee Plan that are attributable to such persons shall not be counted. |
I. |
The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by all Non-Tax-Qualified Employee Plans or Management Persons and their Associates, exclusive of any Common Stock acquired by such plans or Management Persons and their Associates in the secondary market, shall not exceed 29% of the stockholders equity of the Holding Company held by persons other than the MHC at the conclusion of the Stock Offering. |
J. |
Notwithstanding any other provision of this Plan, no person shall be entitled to purchase any Common Stock to the extent such purchase would be illegal under any federal law or state law or regulation or would violate regulations or policies of the Financial Industry Regulatory Authority, particularly those regarding free riding and withholding. The Holding Company and/or its agents may ask for an acceptable legal opinion from any purchaser as to the legality of such purchase and may refuse to honor any purchase order if such opinion is not timely furnished. |
K. |
The Board of Directors of the Holding Company has the right in its sole discretion to reject any order submitted by a person whose representations the Board of Directors of the Holding Company believes to be false or who it otherwise believes, either alone or Acting in Concert with others, is violating, circumventing, or intends to violate, evade or circumvent the terms and conditions of this Plan. |
L. |
A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Stock Offering to the extent those shares are available; provided, however, that in the event the minimum number of shares of Common Stock purchased times the price per share exceeds $500, then such minimum purchase requirement shall be reduced to such number of shares which when multiplied by the price per share shall not exceed $500, as determined by the Board. |
Subscription rights afforded under this Plan and by Bank Regulator requirements are non-transferable. No person may transfer, offer to transfer, or enter into any agreement or understanding to transfer, the legal or beneficial ownership of any subscription rights under this Plan. No person may transfer, offer to transfer or enter into an agreement or understanding to transfer legal or beneficial ownership of any shares of Common Stock except pursuant to this Plan.
EACH PERSON PURCHASING COMMON STOCK IN THE STOCK OFFERING WILL BE DEEMED TO CONFIRM THAT SUCH PURCHASE DOES NOT CONFLICT
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WITH THE PURCHASE LIMITATIONS IN THIS PLAN. ALL QUESTIONS CONCERNING WHETHER ANY PERSONS ARE ASSOCIATES OR A GROUP ACTING IN CONCERT OR WHETHER ANY PURCHASE CONFLICTS WITH THE PURCHASE LIMITATIONS IN THIS PLAN OR OTHERWISE VIOLATES ANY PROVISION OF THIS PLAN SHALL BE DETERMINED BY THE BANK IN ITS SOLE DISCRETION. SUCH DETERMINATION SHALL BE CONCLUSIVE, FINAL AND BINDING ON ALL PERSONS, AND THE BANK MAY TAKE ANY REMEDIAL ACTION INCLUDING, WITHOUT LIMITATION, REJECTING THE PURCHASE OR REFERRING THE MATTER TO THE BANK REGULATORS FOR ACTION, AS THE BANK MAY IN ITS SOLE DISCRETION DEEM APPROPRIATE.
13. |
Payment for Stock |
All payments for Common Stock subscribed for or ordered in the Stock Offering must be delivered in full to the Bank, together with a properly completed and executed Order Form, or purchase order in the case of the Syndicated Community Offering, on or prior to the expiration date specified on the Order Form or purchase order, as the case may be, unless such date is extended by the Bank; provided, that if the Employee Plans subscribe for shares of Common Stock during the Subscription Offering, such plans may pay for such shares at the Actual Purchase Price upon consummation of the Stock Offering. The Holding Company or the Bank may make scheduled discretionary contributions to the ESOP provided such contributions from the Bank, if any, do not cause the Bank to fail to meet its regulatory capital requirements.
Payment for Common Stock shall be made either by personal check, bank draft or money order, or if a purchaser has a Deposit Account in the Bank, such purchaser may pay for the shares subscribed for by authorizing the Bank to make a withdrawal from the purchasers Deposit Account in an amount equal to the purchase price of such shares. Such authorized withdrawal, whether from a savings passbook or certificate account, shall be without penalty as to premature withdrawal. If the authorized withdrawal is from a certificate account, and the remaining balance does not meet the applicable minimum balance requirements, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the Banks passbook rate. Funds for which a withdrawal is authorized will remain in the purchasers Deposit Account but may not be used by the purchaser until the Common Stock has been sold or the 45-day period (or such longer period as may be approved by the Bank Regulators) following the Stock Offering has expired, whichever occurs first. Thereafter, the withdrawal will be given effect only to the extent necessary to satisfy the subscription (to the extent it can be filled) at the Actual Purchase Price. Interest will continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect.
Subscription funds received prior to the completion of the Stock Offering will be held in a segregated deposit account at the Bank or, in the Banks discretion, at another federally insured depository institution. Interest on subscription funds made by personal check, bank draft or money order will be paid by the Bank at a rate no less than the Banks passbook rate. Such interest will be paid from the date payment is received by the Bank until consummation or termination of the Stock Offering. If for any reason the Stock Offering is not consummated, all payments made by subscribers in the Stock Offering will be refunded to them with interest. In case of amounts authorized for withdrawal from Deposit Accounts, refunds will be made by canceling the authorization for withdrawal.
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14. |
Manner of Exercising Subscription Rights Through Order Forms |
As soon as practicable after the prospectus prepared by the Holding Company and the Bank has been declared effective by the SEC, and the Bank Regulators have approved the Reorganization, copies of the prospectus and Order Forms will be distributed to all Eligible Account Holders, Supplemental Eligible Account Holders, Other Members and the Tax-Qualified Employee Plans at their last known addresses appearing on the records of the Bank for the purpose of subscribing for shares of Common Stock in the Subscription Offering and will be made available for use by those other persons to whom a prospectus is delivered.
Each Order Form will be preceded or accompanied by the prospectus describing the Holding Company, the Bank, the Common Stock and the Subscription and Community Offerings. Each Order Form will contain, among other things, the following:
A. |
A specified date by which all Order Forms must be received by the Bank, which date shall be not less than 20 days, nor more than 45 days, following the date on which the Order Forms are mailed by the Bank, and which date will constitute the termination of the Subscription Offering; |
B. |
The purchase price per share for shares of Common Stock to be sold in the Subscription and Community Offerings; |
C. |
A description of the minimum and maximum number of shares of Common Stock that may be subscribed for pursuant to the exercise of Subscription Rights or otherwise purchased in the Community Offering; |
D. |
Instructions as to how the recipient of the Order Form must indicate thereon the number of shares of Common Stock for which such Person elects to subscribe and the available alternative methods of payment therefor; |
E. |
An acknowledgment that the recipient of the Order Form has received a final copy of the prospectus prior to execution of the Order Form; |
F. |
A statement indicating the consequences of failing to properly complete and return the Order Form, including a statement to the effect that all subscription rights are nontransferable, will be void at the end of the Subscription Offering, and can only be exercised by delivering to the Bank within the subscription period such properly completed and executed Order Form, together with a personal check, bank draft or money order in the full amount of the purchase price as specified in the Order Form for the shares of Common Stock for which the recipient elects to subscribe in the Subscription Offering (or by authorizing on the Order Form that the Bank withdraw said amount from the subscribers Deposit Account at the Bank); and |
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G. |
A statement to the effect that the executed Order Form, once received by the Bank, may not be modified or amended by the subscriber without the consent of the Bank. |
Notwithstanding the above, the Bank and the Holding Company reserve the right in their sole discretion to accept or reject orders received on photocopied or facsimiled Order Forms.
15. |
Undelivered, Defective or Late Order Form; Insufficient Payment |
In the event Order Forms (a) are not delivered and are returned to the Bank by the United States Postal Service or the Bank is unable to locate the addressee, (b) are not received back by the Bank or are received by the Bank after the expiration date specified thereon, (c) are defectively filled out or executed, (d) are not accompanied by the full required payment for the shares of Common Stock subscribed for (including cases in which Deposit Accounts from which withdrawals are authorized have insufficient funds to cover the amount of the required payment), or (e) are not mailed pursuant to a no mail order placed in effect by the account holder, the subscription rights of the Person to whom such rights have been granted will lapse as though such Person failed to return the completed Order Form within the time period specified thereon; provided, that the Bank may, but will not be required to, waive any immaterial irregularity on any Order Form or require the submission of corrected Order Forms or the remittance of full payment for subscribed shares by such date as the Bank may specify. The interpretation by the Bank of terms and conditions of this Plan and of the Order Forms will be final, subject to the authority of the Bank Regulators.
16. |
Completion of the Stock Offering |
The Stock Offering will be terminated if not completed within 90 days from the date on which the Plan is approved by the Federal Reserve, unless an extension is approved by the Federal Reserve.
17. |
Market for Common Stock |
If the Holding Company has more than 100 stockholders of any class of stock upon completion of the Stock Offering, the Holding Company shall use its best efforts to:
(i) |
encourage and assist a Market Maker to establish and maintain a market for that class of stock; and |
(ii) |
list that class of stock on a national or regional securities exchange, or on the Nasdaq quotation system. |
18. |
Stock Purchases by Management Persons After the Stock Offering |
For a period of three years after the consummation of the Stock Offering, no Management Person or his or her Associates may purchase, without the prior written approval of the Bank Regulators, any Common Stock of the Holding Company, except from a broker-dealer registered with the SEC, except that the foregoing shall not apply to:
23
A. |
Negotiated transactions involving more than 1% of the outstanding stock in the class of stock; or |
B. |
Purchases of stock made by and held by any Tax-Qualified or Non-Tax Qualified Employee Plan even if such stock is attributable to Management Persons or their Associates. |
19. |
Contribution to the Foundation |
As part of the Reorganization, the Holding Company and the Bank intend to donate shares of Common Stock and cash to the Foundation, in such amounts, subject to regulatory limits, as shall be approved by the Board of Directors. This contribution to the Foundation is intended to enhance the Banks existing community reinvestment activities, and to share with the communities in which the Bank conducts its business a part of the Banks financial success as a community-minded, financial services institution. The contribution of Common Stock to the Foundation may further this goal as it may enable the community to share in the growth and profitability of the Holding Company and the Bank over the long term.
The Foundation is dedicated to the promotion of charitable purposes, including community development, grants or donations to support housing assistance, not-for-profit community groups and other types of organizations or civic-minded projects. The Foundation will annually distribute total grants to assist charitable organizations or to fund projects within its local community of not less than 5% of the average fair market value of Foundation assets each year, less certain expenses. In order to serve the purposes for which it was formed and to maintain its qualification under Internal Revenue Code Section 501(c)(3), the Foundation may sell, on an annual basis, a portion of the Foundation Shares.
For a period of five years following the Conversion, except for temporary periods resulting from death, resignation, removal or disqualification, (i) at least one director of the Foundation shall be an independent director who is unaffiliated with the Holding Company and the Bank who is from the Banks local community and who has experience with local community charitable organizations and grant making, and (ii) at least one director shall be a person who is also a member of the Board of Directors of the Bank. The board of directors of the Foundation will be responsible for establishing the policies of the Foundation, including a conflicts of interest policy, consistent with the stated purposes of the Foundation.
The contribution to the Foundation as part of the Reorganization must be approved by a majority of the total number of votes eligible to be cast by Voting Members. The decision to proceed with the formation and/or grant of Common Stock and/or cash to the Foundation will be at the sole discretion of the Board of Directors.
20. |
Resales of Stock by Directors and Officers |
Common Stock purchased by Management Persons and their Associates in the Stock Offering may not be resold for a period of at least one year following the date of purchase, except in the case of death of a Management Person or an Associate.
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21. |
Stock Certificates |
Each stock certificate if issued shall bear a legend giving appropriate notice of the restrictions set forth in Section 20 above. Appropriate instructions shall be issued to the Holding Companys transfer agent with respect to applicable restrictions on transfers of such stock. Any shares of stock issued as a stock dividend, stock split or otherwise with respect to such restricted stock, shall be subject to the same restrictions as apply to the restricted stock.
22. |
Restriction on Financing Stock Purchases |
The Holding Company and the Bank will not loan funds to any Person to purchase Common Stock in the Stock Offering, and will not knowingly offer or sell any of the Common Stock to any Person whose purchase would be financed by funds loaned to the Person by the Holding Company, the Bank or any Affiliate.
23. |
Stock Benefit Plans |
A. The Holding Company and the Bank are authorized to adopt Tax-Qualified Employee Plans in connection with the Reorganization, including without limitation, an ESOP. Existing as well as any newly created Tax-Qualified Employee Plans may purchase shares of Common Stock in the Stock Offering, to the extent permitted by the terms of such benefit plans and this Plan.
B. The Holding Company and the Bank are authorized to adopt stock option plans, restricted stock plans and other Non-Tax-Qualified Employee Plans no sooner than six months after the completion of the Reorganization and Stock Offering, provided that such stock plans conform to any applicable requirements of Federal regulations, and the Holding Company intends to implement such stock plans after the completion of the Reorganization and Stock Offering, subject to any necessary stockholder approvals.
24. |
Post-Reorganization Filing and Market Making |
It is likely that there will be a limited market for the Common Stock sold in the Stock Offering, and purchasers must be prepared to hold the Common Stock for an indefinite period of time. If the Holding Company has more than 35 stockholders of any class of stock upon completion of the Stock Offering, the Holding Company shall register its Common Stock with the SEC pursuant to the Exchange Act, and shall undertake not to deregister such Common Stock for a period of three years thereafter.
25. |
Payment of Dividends and Repurchase of Stock |
The Holding Company may not declare or pay a cash dividend on its Common Stock if the effect thereof would cause the regulatory capital of the Holding Company to be reduced below any applicable regulatory capital requirement. Otherwise, the Holding Company may declare dividends or make other capital distributions subject to compliance with any applicable Regulations. Following completion of the Stock Offering, the Holding Company may repurchase its Common Stock consistent with Section 239.8(c) of the Federal Reserves Regulations relating to stock repurchases, as long as such repurchases do not cause the
25
regulatory capital of the Holding Company to be reduced below any applicable regulatory capital requirement. The MHC may from time to time purchase Common Stock of the Holding Company, subject to compliance with any applicable Regulations. Subject to any notice or approval requirements of the Federal Reserve, including the requirements of 12 C.F.R. Section 239.8(d), the MHC may waive its right to receive dividends declared by the Holding Company.
26. |
Reorganization and Stock Offering Expenses |
In accordance with the Regulations of the Federal Reserve, the expenses incurred by the Bank and the Holding Company in effecting the Reorganization and the Stock Offering will be reasonable.
27. |
Employment and Other Severance Agreements |
Prior to the adoption of the Plan, the Bank entered into employment arrangements with certain executive officers of the Bank. The employment contracts are for terms not exceeding three years and provide for annual renewals of the term of the contracts, subject to approval by the Board of Directors. The terms of such employment arrangements will be described in any prospectus circulated in connection with the Stock Offering and complies with all applicable regulations of the Bank Regulators. Following or contemporaneously with the Reorganization, the Bank and/or the Holding Company also may enter into severance arrangements with other executive officers, which provide for the payment of severance compensation in the event of a change in control of the Bank and/or the Holding Company. The terms of such severance arrangements have not been determined as of this time, but if implemented, would be described in any prospectus circulated in connection with the Stock Offering and would be subject to and comply with all applicable regulations of the Bank Regulators.
28. |
Residents of Foreign Countries and Certain States |
The Holding Company will make reasonable efforts to comply with the securities laws of all States in the United States in which Persons entitled to subscribe for shares of Common Stock pursuant to this Plan reside. However, no such Person will be issued subscription rights or be permitted to purchase shares of Common Stock in the Subscription Offering if such Person resides in a foreign country or resides in a state of the United States with respect to which any of the following apply: (A) a small number of Persons otherwise eligible to subscribe for shares under this Plan reside in such state; (B) the issuance of subscription rights or the offer or sale of shares of Common Stock to such Persons would require the Holding Company, under the securities laws of such state, to register as a broker, dealer, salesman or agent or to register or otherwise qualify its securities for sale in such state; or (C) such registration or qualification would be impracticable for reasons of cost or otherwise.
29. |
Interpretation |
All interpretations of this Plan and application of its provisions to particular circumstances by a majority of the Board of Directors of the Bank shall be final, subject to the authority of the Bank Regulators.
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30. |
Amendment or Termination of the Plan |
If necessary or desirable, the terms of the Plan may be substantially amended by a majority vote of the Board of Directors of the Bank, as a result of comments from the Bank Regulators or otherwise, at any time prior to the solicitation of proxies and submission of the Plan and proxy materials to a vote of the Members. At any time after the solicitation of proxies and submission of the Plan and proxy materials to a vote of the Members, the terms of the Plan that relate to the Reorganization may be amended by a majority vote of the Board of Directors of the Bank only with the concurrence of the Bank Regulators. Terms of the Plan relating to the Stock Offering including, without limitation, Sections 8 through 21, may be amended by a majority vote of the Board of Directors of the Bank as a result of comments from the Bank Regulators or otherwise at any time prior to the approval of the Plan by the Bank Regulators, and at any time thereafter with the concurrence of the Bank Regulators. The Plan may be terminated by a majority vote of the Board of Directors of the Bank at any time prior to the earlier of approval of the Plan by the Bank Regulators and the date of the Special Meeting, and may be terminated by a majority vote of the Board of Directors of the Bank at any time thereafter with the concurrence of the Bank Regulators. In its discretion, the Board of Directors of the Bank may modify or terminate the Plan upon the order of the Bank Regulators without a resolicitation of proxies or another meeting of the Members; however, any material amendment of the terms of the Plan that relate to the Reorganization that occur after the Special Meeting shall require a resolicitation of Members. Failure of the Members to approve the Plan will result in the termination of the Plan.
This Plan shall be terminated if the Reorganization is not completed within 24 months from the date upon which the Members approve the Plan, and may not be extended by the Bank or the Bank Regulators.
Approved as of September 8, 2021
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EXHIBIT A
Charter and Bylaws of the Bank
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COLONIAL FEDERAL SAVINGS BANK
FEDERAL STOCK CHARTER
Section 1. Corporate title. The full corporate title of the savings association is Colonial Federal Savings Bank (the Bank).
Section 2. Office. The home office shall be located in Quincy, Massachusetts.
Section 3. Duration. The duration of the Bank is perpetual.
Section 4. Purpose and powers. The purpose of the Bank is to pursue any or all of the lawful objectives of a federal savings association chartered under section 5 of the Home Owners Loan Act and to exercise all of the express, implied, and incidental powers conferred thereby and by all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Office of the Comptroller of the Currency (the OCC).
Section 5. Capital stock. The total number of shares of all classes of the capital stock that the Bank has the authority to issue is 20,000,000, of which 19,000,000 shares shall be common stock, par value $0.01 per share, and of which 1,000,000 shares shall be serial preferred stock, par value $0.01 per share. The shares may be issued from time to time as authorized by the board of directors without the approval of its shareholders, except as otherwise provided in this Section 5 or to the extent that such approval is required by governing law, rule, or regulation. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par or stated value. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of the Bank. The consideration for the shares shall be cash, tangible or intangible property (to the extent direct investment in such property would be permitted to the Bank), labor, or services actually performed for the Bank, or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of such property, labor, or services, as determined by the board of directors of the Bank, shall be conclusive. Upon payment of such consideration, such shares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, that part of the retained earnings of the Bank that is transferred to common stock or paid-in capital accounts upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance.
Except for shares issued in the initial organization of the Bank or in connection with the conversion of the Bank from the mutual to the stock form of capitalization, no shares of capital stock (including shares issuable upon conversion, exchange, or exercise of other securities) shall be issued, directly or indirectly, to officers, directors, or controlling persons of the Bank other than as part of a general public offering or as qualifying shares to a director, unless the issuance or the plan under which they would be issued has been approved by a majority of the total votes eligible to be cast at a legal meeting.
Nothing contained in this Section 5 (or in any supplementary sections hereto) shall entitle the holders of any class or series of capital stock to vote as a separate class or series or to more than one vote per share, and there shall be no cumulation of votes for the election of directors; provided, that this restriction on voting separately by class or series shall not apply:
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(i) |
To any provision that would authorize the holders of preferred stock, voting as a class or series, to elect some members of the board of directors, less than a majority thereof, in the event of default in the payment of dividends on any class or series of preferred stock; |
(ii) |
To any provision that would require the holders of preferred stock, voting as a class or series, to approve the merger or consolidation of the Bank with another corporation or the sale, lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange for securities of a corporation other than the Bank if the preferred stock is exchanged for securities of such other corporation; provided, that no provision may require such approval for transactions undertaken with the assistance or pursuant to the direction of the OCC or the Federal Deposit Insurance Corporation; or |
(iii) |
To any amendment that would adversely change the specific terms of any class or series of capital stock as set forth in this Section 5 (or in any supplementary sections hereto), including any amendment that would create or enlarge any class or series ranking prior thereto in rights and preferences. An amendment that increases the number of authorized shares of any class or series of capital stock or substitutes the surviving savings association in a merger or consolidation for the Bank, shall not be considered to be such an adverse change. |
A description of the different classes and series of the Banks capital stock and a statement of the designations, and the relative rights, preferences and limitations of the shares of each class of and series of capital stock are as follows:
Common stock. Except as provided in this Section 5 (or in any supplementary sections thereto) the holders of common stock shall exclusively possess all voting power.
Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to payment of dividends, the full amount of dividends and of sinking fund, retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends out of any assets legally available for the payment of dividends.
In the event of any liquidation, dissolution, or winding up of the Bank, the holders of the common stock (and the holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the Bank available for distribution remaining after: (i) payment or provision for payment of the Banks debts and liabilities; (ii) distributions or provision for distributions in settlement of its liquidation account; and (iii) distributions or provision for distributions to holders of any class or series of stock having preference over the common stock in the liquidation, dissolution, or winding up of the Bank. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock.
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Preferred stock. The Bank may provide in supplementary sections to its charter for one or more classes of preferred stock, which shall be separately identified. The shares of any class may be divided into and issued in series, with each series separately designated so as to distinguish the shares thereof from the shares of all other series and classes. The terms of each series shall be set forth in a supplementary section to the charter. All shares of the same class shall be identical, except as to the following relative rights and preferences, as to which there may be variations between different series:
a) |
The distinctive serial designation and the number of shares constituting such series; |
b) |
The dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date(s), the payment date(s) for dividends, and the participating or other special rights, if any, with respect to dividends; |
c) |
The voting powers, full or limited, if any, of shares of such series; |
d) |
Whether the shares of such series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such shares may be redeemed; |
e) |
The amount(s) payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Bank; |
f) |
Whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price(s) at which such shares may be redeemed or purchased through the application of such fund; |
g) |
Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes of stock of the Bank and, if so, the conversion price(s) or the rate(s) of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange; |
h) |
The price or other consideration for which the shares of such series shall be issued; and |
i) |
Whether the shares of such series that are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock. |
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Each share of each series of serial preferred stock shall have the same relative rights as and be identical in all respects with all the other shares of the same series.
The board of directors shall have authority to divide, by the adoption of supplementary charter sections, any authorized class of preferred stock into series and, within the limitations set forth in this section and the remainder of this charter, fix and determine the relative rights and preferences of the shares of any series so established.
Prior to the issuance of any preferred shares of a series established by a supplementary charter section adopted by the board of directors, the Bank shall file with the OCC a dated copy of that supplementary section of this charter establishing and designating the series and fixing and determining the relative rights and preferences thereof.
Section 6. Preemptive rights. Holders of the capital stock of the Bank shall not be entitled to preemptive rights with respect to any shares of the Bank that may be issued.
Section 7. Directors. The Bank shall be under the direction of a board of directors. The authorized number of directors, as stated in the Banks bylaws, shall not be fewer than five nor more than fifteen except when a greater or lesser number is approved by the OCC.
Section 8. Certain Provisions Applicable for Five Years. Notwithstanding anything contained in the Banks charter or bylaws to the contrary, for a period of five years from the date of completion of the conversion of the Bank from mutual to stock form, the following provisions shall apply:
A. Beneficial Ownership Limitation. No person shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10 percent of any class of an equity security of the Bank. This limitation shall not apply to a transaction in which the Bank forms a holding company without change in the respective beneficial ownership interests of its stockholders other than pursuant to the exercise of any dissenter and appraisal rights, the purchase of shares by underwriters in connection with a public offering, or the purchase of less than 25 percent of a class of stock by a tax-qualified employee stock benefit plan as defined in §192.25 of the OCCs regulations.
In the event shares are acquired in violation of this section 8, all shares beneficially owned by any person in excess of 10 percent shall be considered excess shares and shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to the stockholders for a vote.
B. Call for Special Meetings. Special meetings of stockholders relating to changes in control of the Bank or amendments to its charter shall be called only upon direction of the board of directors.
For purposes of this section 8, the following definitions apply:
1. The term person includes an individual, a group acting in concert, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of the equity securities of the Bank.
A-5
2. The term offer includes every offer to buy or otherwise acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value.
3. The term acquire includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.
4. The term acting in concert means (a) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement, or (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangements, whether written or otherwise.
Section 9. Amendment of charter. Except as provided in Section 5, no amendment, addition, alteration, change or repeal of this charter shall be made, unless such is proposed by the board of directors of the Bank, approved by the shareholders by a majority of the votes eligible to be cast at a legal meeting, unless a higher vote is otherwise required, and approved or preapproved by the OCC.
Section 10. Priority of Accounts. In any situation in which the priority of the accounts of the Bank is in controversy, all such accounts shall, to the extent of their withdrawable value, be debts of the Bank having at least as high a priority as the claims of general creditors of the Bank not having priority (other than any priority arising or resulting from consensual subordination) over other general creditors of the Bank.
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COLONIAL FEDERAL SAVINGS BANK
ATTEST: |
Stephen D. Marini |
Corporate Secretary |
BY: |
Michael E. McFarland |
President and Chief Executive Officer |
OFFICE OF THE COMPTROLLER OF THE CURRENCY |
ATTEST: |
Deputy Comptroller for Licensing |
BY: |
Comptroller of the Currency |
Effective Date: |
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COLONIAL FEDERAL SAVINGS BANK
BYLAWS
Article IHome Office
The home office of Colonial Federal Savings Bank (the Bank) shall be at 15 Beach Street, Quincy, Norfolk County, Massachusetts 02170.
Article IIShareholders
Section 1. Place of Meetings. All annual and special meetings of shareholders shall be held at any convenient place as the board of directors may designate.
Section 2. Annual Meeting. A meeting of the shareholders of the Bank for the election of directors and for the transaction of any other business of the Bank shall be held annually within 150 days after the end of the Banks fiscal year.
Section 3. Special Meetings. Special meetings of the shareholders may be called at any time by the chairman of the board, the president, or a majority of the board of directors, and shall be called by the chairman of the board, the president, or the secretary upon the written request of the holders of 10% or more of the shares of the Bank entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the home office of the Bank addressed to the chairman of the board, the president, or the secretary.
Section 4. Conduct of Meetings. Annual and special meetings shall be conducted in accordance with the most current edition of Roberts Rules of Order, unless otherwise prescribed by regulations of the Office of the Comptroller of the Currency (the OCC) or these bylaws or the board of directors adopts another written procedure for the conduct of meetings. The board of directors shall designate, when present, either the chairman of the board or president to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the place, day, and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 20 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, the secretary, or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the Bank as of the record date prescribed in Section 6 of this Article II with postage prepaid. When any shareholders meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Notwithstanding anything in this section, however, a federal stock association that is wholly owned shall not be subject to the shareholder notice requirement.
Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to
A-8
receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of a meeting of shareholders, not fewer than 10 days before the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment.
Section 7. Voting Lists. At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Bank shall make a complete list of the shareholders of record entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Bank and shall be subject to inspection by any shareholder of record or the shareholders agent at any time during usual business hours for a period of 20 days before such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder of record or any shareholders agent during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Notwithstanding anything in this section, however, a federal stock association that is wholly owned shall not be subject to the voting list requirements. In lieu of making the shareholder list available for inspection by shareholders as provided above, the board of directors may elect to follow the procedures prescribed in 12 CFR 5.22(k)(4)(ii) of the OCCs regulations as now or hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of the Bank entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number of shareholders voting together or voting by classes is required by law or the charter. Directors, however, are elected by a plurality of the votes cast at an election of directors.
Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney in fact. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying the identity of the shareholder. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with an interest.
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Section 10. Shares Controlled by Bank. Neither treasury shares of its own stock held by the Bank nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Bank, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.
Section 11. Cumulative Voting. Shareholders may not cumulate their votes for election of directors.
Section 12. Inspectors of Election. In advance of any meeting of shareholders, the board of directors may appoint any person other than nominees for office as inspectors of election to act at such meeting or any adjournment. The number of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting or at the meeting by the chairman of the board or the president.
Unless otherwise prescribed by regulations of the OCC, the duties of such inspectors shall include: determining the number of shares and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.
Section 13. Nominations and new business. Nominations for directors and new business submitted by shareholders shall be voted upon at the annual meeting if such nominations or new business are submitted in writing and delivered to the secretary of the Bank at least five days before the date of the annual meeting. Ballots bearing the names of all the persons nominated shall be provided for use at the annual meeting.
Section 14. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action that may be taken at a meeting of shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter.
Article IIIBoard of Directors
Section 1. General Powers. The business and affairs of the Bank shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board from among its members and shall designate, when present, either the chairman of the board or the President to preside at its meetings.
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Section 2. Number and Term. The board of directors shall consist of seven (7) members, and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.
Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw following the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than such resolution. Directors may participate in a meeting by means of a conference telephone or similar communications device through which all persons participating can hear one another at the same time. Participation by such means shall constitute presence in person for all purposes.
Section 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president, or one-third of the directors. The persons authorized to call special meetings of the board of directors may fix any place, within the Banks normal lending territory, as the place for holding any special meeting of the board of directors called by such persons.
Members of the board of directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear one another. Such participation shall constitute presence in person for all purposes.
Section 5. Notice. Written notice of any special meeting shall be given to each director at least 24 hours prior thereto when delivered personally, by electronic mail or by telegram, or at least five days prior thereto when delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if mailed, when delivered to the telegraph company if sent by telegram, or when the Bank receives notice of delivery if electronically transmitted. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice of waiver of notice of such meeting.
Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors; but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 5 of this Article III.
Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by OCC regulations or by these bylaws.
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Section 8. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.
Section 9. Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Bank addressed to the chairman of the board or the president. Unless otherwise specified, such resignation shall take effect upon receipt by the chairman of the board or the president. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute a resignation, effective when such resignation is accepted by the board of directors.
Section 10. Vacancies. Any vacancy occurring on the board of directors may be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve only until the next election of directors by the shareholders. Any directorship to be filled because of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election of directors by the shareholders.
Section 11. Compensation. Directors, as such, may receive a stated salary for their services. By resolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board of directors. Members of either standing or special committees may be allowed such compensation for attendance at committee meetings as the board of directors may determine.
Section 12. Presumption of Assent. A director of the Bank who is present at a meeting of the board of directors at which action on any Bank matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Bank within five days after the date a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 13. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed only for cause as defined in 12 CFR 5.21(j)(1)(x)(B) (or any successor regulation) by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.
Section 14. Director Qualifications. A person is not qualified to serve as a director if he or she: (i) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, (ii) a person against whom a banking agency has, within the past ten years, issued
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a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and subject to appeal, or (iii) has found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (1) breached a fiduciary duty involving personal profit or (2) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.
Section 15. Director age limitation. No person 80 years of age shall be eligible for election, reelection, appointment, or reappointment to the board of the Bank. No director shall serve as such beyond the annual meeting of the Bank immediately following the director becoming 80 years of age, except that a director serving on November 20, 2006 may complete the term as director. This age limitation does not apply to an advisory director.
Article IVExecutive and Other Committees
Section 1. Appointment. The board of directors, by resolution adopted by a majority of the full board, may designate the chairman of the board and two or more of the other directors to constitute an executive committee. The designation of any committee and the delegation of authority shall not operate to relieve the board of directors, or any director, of any responsibility imposed by law or regulation.
Section 2. Authority. The executive committee, when the board of directors is not in session, shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the board of directors with reference to: the declaration of dividends; the amendment of the charter or bylaws of the Bank, or recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease, or other disposition of all or substantially all of the property and assets of the Bank otherwise than in the usual and regular course of its business; a voluntary dissolution of the Bank; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.
Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until a successor is designated as a member of the executive committee.
Section 4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one days notice stating the place, date, and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need to be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.
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Section 5. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.
Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.
Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors.
Section 8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the president or secretary of the Bank. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective.
Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure, which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred.
Section 10. Other Committees. The board of directors may by resolution establish an audit, loan, or other committee composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Bank and may prescribe the duties, constitution, and procedures thereof.
Article VOfficers
Section 1. Positions. The officers of the Bank shall be a president, one or more vice presidents, a secretary, and a treasurer or comptroller, each of whom shall be elected by the board of directors. The board of directors may also designate the chairman of the board as an officer. The offices of the secretary and treasurer or comptroller may be held by the same person and a vice president may also be either the secretary or the treasurer or comptroller. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Bank may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.
Section 2. Election and Term of Office. The officers of the Bank shall be elected annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as
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possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officers death, resignation, or removal in the manner hereinafter provided. Election or appointment of an officer, employee, or agent shall not of itself create contractual rights. The board of directors may authorize the Bank to enter into an employment contract with any officer in accordance with regulations of the OCC; but no such contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of this Article V.
Section 3. Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the Bank will be served thereby, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term.
Section 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the board of directors.
Article VIContracts, Loans, Checks, and Deposits
Section 1. Contracts. To the extent permitted by regulations of the OCC, and except as otherwise prescribed by these bylaws with respect to certificates for shares, the board of directors may authorize any officer, employee, or agent of the Bank to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Bank. Such authority may be general or confined to specific instances.
Section 2. Checks; Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Bank shall be signed by one or more officers, employees or agents of the Bank in such manner as shall from time to time be determined by the board of directors.
Article VIICertificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of capital stock of the Bank shall be in such form as shall be determined by the board of directors and approved by the OCC. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Bank. All certificates surrendered to the Bank for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and canceled, except that in the case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the Bank as the board of directors may prescribe.
Section 2. Uncertificated Shares. The Bank may provide for uncertificated shares.
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Section 3. Transfer of Shares. Transfer of shares of capital stock of the Bank shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by his or her legal representative, who shall furnish proper evidence of such authority, or by his or her attorney authorized by a duly executed power of attorney and filed with the Bank. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Bank shall be deemed by the Bank to be the owner for all purposes.
Article VIIIFiscal Year
The fiscal year of the Bank shall end on the last day of June of each year. The appointment of accountants shall be subject to annual ratification by the shareholders.
Article IXDividends
Subject to the terms of the Banks charter and the regulations and orders of the OCC, the board of directors may, from time to time, declare, and the Bank may pay, dividends on its outstanding shares of capital stock.
Article XCorporate Seal
The board of directors shall provide a Bank seal, which shall be two concentric circles between which shall be the name of the Bank. The year of incorporation or an emblem may appear in the center.
Article XIAmendments
These bylaws may be amended in a manner consistent with OCC regulations and shall be effective after: (i) approval of the amendment by a majority vote of the authorized board of directors, or by a majority vote of the votes cast by the shareholders of the Bank at any legal meeting, and (ii) receipt of any applicable regulatory approval. When the Bank fails to meet its quorum requirements, solely due to vacancies on the board, then the affirmative vote of a majority of the sitting board will be required to amend the bylaws.
Article XIIIndemnification
The Bank shall indemnify its personnel, including directors, officers and employees, to the fullest extent authorized by applicable law and regulations, as the same exists or may hereafter be amended; provided, any indemnification by the Bank of the Banks personnel is subject to any applicable rules or regulations of the federal bank regulators.
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Article XIIIReliance upon Books, Reports and Records
Each director, each member of any committee designated by the board of directors, and each officer of the Bank shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Bank and upon such information, opinions, reports or statements presented to the Bank by any of its officers or employees, or committees of the board of directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other persons professional or expert competence and who has been selected with reasonable care by or on behalf of the Bank.
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EXHIBIT B
Charter and Bylaws of the Holding Company
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CFSB BANCORP, INC.
STOCK HOLDING COMPANY CHARTER
Section 1. Corporate title. The full corporate title of the mutual holding company subsidiary holding company is CFSB Bancorp, Inc. (the Company).
Section 2. Domicile. The domicile of the Company shall be in Norfolk County, Massachusetts.
Section 3. Duration. The duration of the Company is perpetual.
Section 4. Purpose and powers. The purpose of the Company is to pursue any or all of the lawful objectives of a federal mutual holding company chartered under Section 10(o) of the Home Owners Loan Act, 12 U.S.C. 1467a(o), and to exercise all of the express, implied, and incidental powers conferred thereby and by all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Board of Governors of the Federal Reserve System (the FRB).
Section 5. Capital stock. The total number of shares of all classes of the capital stock that the Company has the authority to issue is 100,000,000, of which 90,000,000 shares shall be common stock, par value $0.01 per share, and of which 10,000,000 shares shall be serial preferred stock, par value $0.01 per share. The shares may be issued from time to time as authorized by the board of directors without the approval of its shareholders, except as otherwise provided in this Section 5 or to the extent that such approval is required by governing law, rule, or regulation. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par or stated value. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of the Company. The consideration for the shares shall be cash, tangible or intangible property (to the extent direct investment in such property would be permitted to the Company), labor, or services actually performed for the Company, or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of such property, labor, or services, as determined by the board of directors of the Company, shall be conclusive. Upon payment of such consideration, such shares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, that part of the retained earnings of the Company that is transferred to common stock or paid-in capital accounts upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance.
Except for shares issued in the initial organization of the Company, no shares of capital stock (including shares issuable upon conversion, exchange, or exercise of other securities) shall be issued, directly or indirectly, to officers, directors, or controlling persons (except for shares issued to the parent mutual holding company) of the Company other than as part of a general public offering or as qualifying shares to a director, unless the issuance or the plan under which they would be issued has been approved by a majority of the total votes eligible to be cast at a legal meeting.
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Nothing contained in this Section 5 (or in any supplementary sections hereto) shall entitle the holders of any class or series of capital stock to vote as a separate class or series or to more than one vote per share, and there shall be no cumulation of votes for the election of directors; provided, that this restriction on voting separately by class or series shall not apply:
(i) |
To any provision that would authorize the holders of preferred stock, voting as a class or series, to elect some members of the board of directors, less than a majority thereof, in the event of default in the payment of dividends on any class or series of preferred stock; |
(ii) |
To any provision that would require the holders of preferred stock, voting as a class or series, to approve the merger or consolidation of the Company with another corporation or the sale, lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange for securities of a corporation other than the Company if the preferred stock is exchanged for securities of such other corporation; provided, that no provision may require such approval for transactions undertaken with the assistance or pursuant to the direction of the FRB or the Federal Deposit Insurance Corporation; or |
(iii) |
To any amendment that would adversely change the specific terms of any class or series of capital stock as set forth in this Section 5 (or in any supplementary sections hereto), including any amendment that would create or enlarge any class or series ranking prior thereto in rights and preferences. An amendment that increases the number of authorized shares of any class or series of capital stock, or substitutes the surviving company in a merger or consolidation for the Company, shall not be considered to be such an adverse change. |
A description of the different classes and series of the Companys capital stock and a statement of the designations, and the relative rights, preferences and limitations of the shares of each class of and series of capital stock are as follows:
A. Common stock. Except as provided in this Section 5 (or in any supplementary sections thereto) the holders of common stock shall exclusively possess all voting power. Each holder of shares of common stock shall be entitled to one vote for each share held by such holder and there shall be no cumulation of votes for the election of directors.
Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to payment of dividends, the full amount of dividends and of sinking fund, retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends out of any assets legally available for the payment of dividends.
In the event of any liquidation, dissolution, or winding up of the Company, the holders of the common stock (and the holders of any class or series of stock entitled to participate with the
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common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the Company available for distribution remaining after: (i) payment or provision for payment of the Companys debts and liabilities; (ii) distributions or provision for distributions in settlement of its liquidation account; and (iii) distributions or provisions for distributions to holders of any class or series of stock having preference over the common stock in the liquidation, dissolution, or winding up of the Company. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock.
B. Preferred stock. The Company may provide in supplementary sections to its charter for one or more classes of preferred stock, which shall be separately identified. The shares of any class may be divided into and issued in series, with each series separately designated so as to distinguish the shares thereof from the shares of all other series and classes. The terms of each series shall be set forth in a supplementary section to the charter. All shares of the same class shall be identical, except as to the following relative rights and preferences, as to which there may be variations between different series:
a) |
The distinctive serial designation and the number of shares constituting such series; |
b) |
The dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date(s), the payment date(s) for dividends, and the participating or other special rights, if any, with respect to dividends; |
c) |
The voting powers, full or limited, if any, of shares of such series; |
d) |
Whether the shares of such series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such shares may be redeemed; |
e) |
The amount(s) payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Company; |
f) |
Whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price(s) at which such shares may be redeemed or purchased through the application of such fund; |
g) |
Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes of stock of the Company and, if so, the conversion price(s) or the rate(s) of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange; |
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h) |
The price or other consideration for which the shares of such series shall be issued; and |
i) |
Whether the shares of such series that are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock. |
Each share of each series of serial preferred stock shall have the same relative rights as and be identical in all respects with all the other shares of the same series.
The board of directors shall have authority to divide, by the adoption of supplementary charter sections, any authorized class of preferred stock into series and, within the limitations set forth in this section and the remainder of this charter, fix and determine the relative rights and preferences of the shares of any series so established.
Prior to the issuance of any preferred shares of a series established by a supplementary charter section adopted by the board of directors, the Company shall file with the appropriate Reserve Bank a dated copy of that supplementary section of this charter establishing and designating the series and fixing and determining the relative rights and preferences thereof.
Section 6. Beneficial ownership limitation. No person other than 15 Beach, MHC may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10 percent of the outstanding stock of any class of voting stock of the Company held by persons other than 15 Beach, MHC. This limitation expires on five years from the date of the charter and does not apply to a transaction in which an underwriter purchases stock in connection with a public offering, or the purchase of stock by an employee stock ownership plan or other tax-qualified employee stock benefit plan that is exempt from the approval requirements under the FRBs Regulations.
In the event a person acquires stock in violation of this Section 6, all stock beneficially owned by such person in excess of 10 percent of the stock held by shareholders other than 15 Beach, MHC shall be considered excess shares and shall not be counted as stock entitled to vote and shall not be voted by any person or counted as voting stock in connection with any matters submitted to the shareholders for a vote.
For purposes of this section 6, the following definitions apply:
(1) The term person includes an individual, a group acting in concert, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of the equity securities of the subsidiary holding company.
(2) The term offer includes every offer to buy or otherwise acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value.
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(3) The term acquire includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.
(4) The term acting in concert means (a) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement, or (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangements, whether written or otherwise.
Section 7. Preemptive rights. Holders of the capital stock of the Company shall not be entitled to preemptive rights with respect to any shares of the Company which may be issued.
Section 8. Directors. The Company shall be under the direction of a board of directors. The authorized number of directors, as stated in the Companys bylaws, shall not be fewer than five nor more than fifteen except when a greater or lesser number is approved by the FRB, or its delegate.
Section 9. Amendment of charter. Except as provided in Section 5, no amendment, addition, alteration, change or repeal of this charter shall be made, unless such is proposed by the board of directors of the Company, approved by the shareholders by a majority of the votes eligible to be cast at a legal meeting, unless a higher vote is otherwise required, and approved or preapproved by the FRB.
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CFSB BANCORP, INC.
ATTEST: |
Stephen D. Marini |
Corporate Secretary |
BY: |
Michael E. McFarland |
President and Chief Executive Officer |
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM |
BY: |
Secretary of Board of Governors of the Federal Reserve System |
Effective Date: |
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CFSB BANCORP, INC.
BYLAWS
Article IHome Office
The home office of CFSB Bancorp, Inc. (the Company) shall be at 15 Beach Street, Quincy, Norfolk County, Massachusetts 02170.
Article IIShareholders
Section 1. Place of Meetings. All annual and special meetings of shareholders shall be held at the home office of the Company or at such other convenient place as the board of directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders of the Company for the election of directors and for the transaction of any other business of the Company shall be held annually within 150 days after the end of the Companys fiscal year on the third Wednesday of November of each calendar year if not a legal holiday, and if a legal holiday, then on the next day following which is not a legal holiday, or at such other date and time within such 150-day period as the board of directors may determine.
Section 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Board of Governors of the Federal Reserve System (the FRB), may be called at any time by the chairman of the board, the president, or a majority of the board of directors, and shall be called by the chairman of the board, the president, or the secretary upon the written request of the holders of not less than one-tenth of all of the outstanding capital stock of the Company entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the home office of the Company addressed to the chairman of the board, the president, or the secretary.
Section 4. Conduct of Meetings. Annual and special meetings shall be conducted in accordance with written procedures established by the board of directors, unless otherwise prescribed by regulations of the FRB or these bylaws. The board of directors shall designate, when present, either the chairman of the board or president to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the place, day, and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 20 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, or the secretary, or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the Company as of the record date prescribed in section 6 of this Article II with postage prepaid. When any shareholders meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than 30 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.
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Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment.
Section 7. Voting Lists. At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Company shall make a complete list of the shareholders of record entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Company and shall be subject to inspection by any shareholder of record or the shareholders agent at any time during usual business hours for a period of 20 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder of record or any shareholders agent during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. In lieu of making the shareholder list available for inspection by shareholders as provided in the preceding paragraph, the board of directors may elect to follow the procedures prescribed in § 239.26(d) of the FRBs regulations as now or hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of the Company entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If a quorum is present at a meeting of shareholders and the withdrawal of shareholders results in the presence of less than a quorum, the shareholders present may continue to transact business until adjournment. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number of shareholders voting together or voting by classes is required by law or the charter. Directors, however, are elected by a plurality of the votes cast at an election of directors.
Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney in fact. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying
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the identity of the shareholder. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with an interest.
Section 10. Voting of Shares in the Name of Two or More Persons. When ownership stands in the name of two or more persons, in the absence of written directions to the Company to the contrary, at any meeting of the shareholders of the Company any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.
Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent, or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian, or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name. Shares held in trust in an IRA or Keogh Account, however, may be voted by the Company if no other instructions are received. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer into his or her name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Neither treasury shares of its own stock held by the Company nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Company, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.
Section 12. Cumulative Voting. Shareholders may not cumulate their votes for election of directors.
Section 13. Inspectors of Election. In advance of any meeting of shareholders, the board of directors may appoint any individual other than nominees for office as inspectors of election to act at such meeting or any adjournment. The number of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any individual appointed as inspector fails to appear or
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fails or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting or at the meeting by the chairman of the board or the president. Unless otherwise prescribed by regulations of the FRB, the duties of such inspectors shall include: determining the number of shares and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.
Section 14. Nominating Committee. The board of directors shall act as a nominating committee for selecting the management nominees for election as directors. Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Company. No nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by shareholders are made in writing and delivered to the secretary of the Company at least five days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Company. Ballots bearing the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at the annual meeting. However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any shareholder entitled to vote and shall be voted upon.
Section 15. New Business. Any new business to be taken up at the annual meeting shall be stated in writing and filed with the secretary of the Company at least five days before the date of the annual meeting, and all business so stated, proposed, and filed shall be considered at the annual meeting; but no other proposal shall be acted upon at the annual meeting. Any shareholder may make any other proposal at the annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least five days before the meeting, such proposal shall be laid over for action at an adjourned, special, or annual meeting of the shareholders taking place 30 days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors, and committees; but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.
Section 16. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter.
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Article IIIBoard of Directors
Section 1. General Powers. The business and affairs of the Company shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board from among its members and shall designate, when present, the chairman of the board to preside at its meetings.
Section 2. Number and Term. The board of directors shall consist of seven (7) members, and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.
Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw following the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than such resolution. Directors may participate in a meeting by means of a conference telephone or similar communications device through which all individuals participating can hear each other at the same time. Participation by such means shall constitute presence in person for all purposes.
Section 4. Director Qualification. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the Company unless the Company is a wholly owned subsidiary of a holding company.
Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president, or one-third of the directors. The persons authorized to call special meetings of the board of directors may fix any place, within the Companys normal lending territory, as the place for holding any special meeting of the board of directors called by such persons. Members of the board of directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person for all purposes.
Section 6. Notice. Written notice of any special meeting shall be given to each director at least 24 hours prior thereto when delivered personally or by telegram or at least five days prior thereto when delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if mailed, when delivered to the telegraph company if sent by telegram, or when the Company receives notice of delivery if electronically transmitted. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice of waiver of notice of such meeting.
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Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors; but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 5 of this Article III.
Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by regulation of the FRB or by these bylaws.
Section 9. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.
Section 10. Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Company addressed to the chairman of the board or the president. Unless otherwise specified, such resignation shall take effect upon receipt by the chairman of the board or the president. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute a resignation, effective when such resignation is accepted by the board of directors.
Section 11. Vacancies. Any vacancy occurring on the board of directors may be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve only until the next election of directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election of directors by the shareholders.
Section 12. Compensation. Directors, as such, may receive a stated salary for their services. By resolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board of directors. Members of either standing or special committees may be allowed such compensation for attendance at committee meetings as the board of directors may determine.
Section 13. Presumption of Assent. A director of the Company who is present at a meeting of the board of directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the individual acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Company within five days after the date a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 14. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed only for cause by a vote of the holders of a majority of the
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shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.
For purposes of this section, removal for cause includespersonal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or a willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order.
Section 15. Director Qualifications. A person is not qualified to serve as a director if he or she: (i) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, (ii) a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and subject to appeal, or (iii) has found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (1) breached a fiduciary duty involving personal profit or (2) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.
Section 16. Director age limitation. No person 80 years of age shall be eligible for election, reelection, appointment, or reappointment to the board of the Company. No director shall serve as such beyond the annual meeting of the Company immediately following the director becoming 80 years of age, except that a director serving on November 20, 2006 may complete the term as director. This age limitation does not apply to an advisory director.
Article IVExecutive and Other Committees
Section 1. Appointment. The board of directors, by resolution adopted by a majority of the full board, may designate the chairman of the board and two or more of the other directors to constitute an executive committee. The designation of any committee pursuant to this Article IV and the delegation of authority shall not operate to relieve the board of directors, or any director, of any responsibility imposed by law or regulation.
Section 2. Authority. The executive committee, when the board of directors is not in session, shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the board of directors with reference to: the declaration of dividends; the amendment of the charter or bylaws of the Company, or recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease, or other disposition of all or substantially all of the property and assets of the Company otherwise than in the usual and regular course of its business; a voluntary dissolution of the Company; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.
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Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until a successor is designated as a member of the executive committee.
Section 4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one days notice stating the place, date, and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.
Section 5. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.
Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.
Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors.
Section 8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the president or secretary of the Company. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective. No notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.
Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure, which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred.
Section 10. Other Committees. The board of directors may by resolution establish an audit, loan, or other committee composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Company and may prescribe the duties, constitution, and procedures thereof.
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Article VOfficers
Section 1. Positions. The officers of the Company shall be a president, one or more vice presidents, a secretary, and a treasurer or comptroller, each of whom shall be elected by the board of directors. The board of directors may also designate the chairman of the board as an officer. The offices of the secretary and treasurer or comptroller may be held by the same individual and a vice president may also be either the secretary or the treasurer or comptroller. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Company may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.
Section 2. Election and Term of Office. The officers of the Company shall be elected annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officers death, resignation, or removal in the manner hereinafter provided. Election or appointment of an officer, employee, or agent shall not of itself create contractual rights. The board of directors may authorize the Company to enter into an employment contract with any officer in accordance with regulations of the FRB; but no such contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of this Article V.
Section 3. Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the Company will be served thereby, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term.
Section 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the board of directors.
Article VIContracts, Loans, Checks, and Deposits
Section 1. Contracts. To the extent permitted by regulations of the FRB, and except as otherwise prescribed by these bylaws with respect to certificates for shares, the board of directors may authorize any officer, employee, or agent of the Company to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company. Such authority may be general or confined to specific instances.
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Section 2. Loans. No loans shall be contracted on behalf of the Company and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances.
Section 3. Checks; Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Company shall be signed by one or more officers, employees or agents of the Company in such manner as shall from time to time be determined by the board of directors.
Section 4. Deposits. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in any duly authorized depositories as the board of directors may select.
Article VIICertificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of capital stock of the Company shall be in such form as shall be determined by the board of directors and approved by the FRB. Such certificates shall be signed by the chief executive officer or by any other officer of the Company authorized by the board of directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Company itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Company. All certificates surrendered to the Company for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and canceled, except that in the case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the Company as the board of directors may prescribe.
Section 2. Uncertificated Shares. The Company is authorized to issue uncertificated shares of capital stock. Upon the issuance of uncertificated shares of capital stock, the Company shall send the shareholder a written statement of the same information required in Section 1of this Article VII with respect to stock certificates.
Section 3. Transfer of Shares. Transfer of shares of capital stock of the Company shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by his or her legal representative, who shall furnish proper evidence of such authority, or by his or her attorney authorized by a duly executed power of attorney and filed with the Company. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Company shall be deemed by the Company to be the owner for all purposes.
Article VIIIFiscal Year
The fiscal year of the Company shall end on the last day of June each year. The appointment of accountants shall be subject to annual ratification by the shareholders.
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Article IXDividends
Subject to the terms of the Companys charter and the regulations and orders of the FRB, the board of directors may, from time to time, declare, and the Company may pay, dividends on its outstanding shares of capital stock.
Article XCorporate Seal
The board of directors shall provide a Company seal, which shall be two concentric circles between which shall be the name of the Company. The year of incorporation or an emblem may appear in the center.
Article XIAmendments
These bylaws may be amended in a manner consistent with regulations of the FRB and shall be effective after: (i) approval of the amendment by a majority vote of the authorized board of directors, or by a majority vote of the votes cast by the shareholders of the Company at any legal meeting, and (ii) receipt of any applicable regulatory approval. When a Company fails to meet its quorum requirements solely due to vacancies on the board, then the affirmative vote of a majority of the sitting board will be required to amend the bylaws.
Article XIIIndemnification
The Company shall indemnify its personnel, including directors, officers and employees, to the fullest extent authorized by applicable law and regulations, as the same exists or may hereafter be amended; provided, any indemnification by the Company of the Companys personnel is subject to any applicable rules or regulations of the FRB.
Article XIIIReliance upon Books, Reports and Records
Each director, each member of any committee designated by the board of directors, and each officer of the Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or committees of the board of directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other persons professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.
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EXHIBIT C
Charter and Bylaws of the MHC
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15 BEACH, MHC
FEDERAL MUTUAL HOLDING COMPANY CHARTER
Section 1: Corporate title. The name of the mutual holding company is 15 Beach, MHC (the Mutual Holding Company).
Section 2: Duration. The duration of the Mutual Holding Company is perpetual.
Section 3: Purpose and powers. The purpose of the Mutual Holding Company is to pursue any or all of the lawful objectives of a federal mutual savings and loan holding company chartered under section 10(o) of the Home Owners Loan Act, 12 U.S.C. 1467a(o), and to exercise all of the express, implied, and incidental powers conferred thereby and all acts amendatory thereof and supplemental thereto, subject to the Constitution and the laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Federal Reserve Board (the FRB).
Section 4: Capital. The Mutual Holding Company shall have no capital stock.
Section 5: Members. All holders of the savings, demand, or other authorized accounts of Colonial Federal Savings Bank (the Bank) are members of the Mutual Holding Company. With respect to all questions requiring action by the members of the Mutual Holding Company, each holder of an account in the Bank shall be permitted to cast one vote for each $100, or fraction thereof, of the withdrawal value of the members account. No member, however, shall cast more than one thousand votes. All accounts shall be nonassessable.
Section 6. Directors. The Mutual Holding Company shall be under the direction of a board of directors. The authorized number of directors shall not be fewer than five nor more than fifteen, as fixed in the Mutual Holding Companys bylaws, except that the number of directors may be decreased to a number less than five or increased to a number greater than fifteen with the prior approval of the FRB.
Section 7: Capital, surplus, and distribution of earnings. The Mutual Holding Company shall distribute net earnings to account holders of the Bank on such basis and in accordance with such terms and conditions as may from time to time be authorized by the FRB, provided that the Mutual Holding Company may establish minimum account balance requirements for account holders to be eligible for distributions of earnings.
All holders of accounts of the Bank shall be entitled to equal distribution of the assets of the Mutual Holding Company, pro rata to the value of their accounts in the Bank, in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Mutual Holding Company.
Section 8. Amendment. Adoption of any pre-approved charter amendment shall be effective after such pre-approved amendment has been approved by the members at a legal meeting. Any other amendment, addition, change, or repeal of this charter must be approved by the FRB prior to approval by the members at a legal meeting and shall be effective upon filing with the FRB in accordance with regulatory procedures.
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15 Beach, MHC
ATTEST: |
Stephen D. Marini |
Corporate Secretary |
BY: |
Michael E. McFarland |
President and Chief Executive Officer |
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM |
BY: |
Secretary of Board of Governors of the Federal Reserve System |
Effective Date: |
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15 BEACH, MHC
BYLAWS
1. Annual meeting of members. The annual meeting of the members of 15 Beach, MHC (the Mutual Holding Company) for the election of directors and for the transaction of any other business of the Mutual Holding Company shall be held, as designated by the board of directors, at a location within the state that constitutes the principal place of business of the Mutual Holding Company, or at any other convenient place the board of directors may designate, on the third Wednesday in November of each year, if not a legal holiday, or if a legal holiday then on the next succeeding day not a legal holiday. At each annual meeting, the officers shall make a full report of the financial condition of the Mutual Holding Company and of its progress for the preceding year and shall outline a program for the succeeding year
2. Special meetings of members. Special meetings of the members of the Mutual Holding Company may be called at any time by the president or the board of directors and shall be called by the president, a vice president, or the secretary upon the written request of members of record, holding in the aggregate at least one-tenth of the voting capital of the Mutual Holding Company. Such written request shall state the purpose of the meeting and shall be delivered at the principal place of business of the Mutual Holding Company addressed to the president. For purposes of this section, voting capital means FDIC-insured deposits as of the voting record date. Annual and special meetings shall be conducted in accordance with written procedures agreed to by the board of directors.
3. Notice of meeting of members. Notice of each meeting shall be either published once a week for the two successive calendar weeks (in each instance on any day of the week) immediately prior to the week in which such meeting shall convene, in a newspaper printed in the English language and of general circulation in the city or county in which the principal place of business of the Mutual Holding Company is located, or mailed postage prepaid at least 15 days and not more than 45 days prior to the date on which such meeting shall convene, to each of its members of record at the last address appearing on the books of the Mutual Holding Company. Such notice shall state the name of the Mutual Holding Company, the place of the meeting, the date and time when it shall convene, and the matters to be considered. A similar notice shall be posted in a conspicuous place in each of the offices of the Mutual Holding Company during the 14 days immediately preceding the date on which such meeting shall convene. If any member, in person or by authorized attorney, shall waive in writing notice of any meeting of members, notice thereof need not be given to such member. When any meeting is adjourned for 30 days or more, notice of the adjournment and reconvening of the meeting shall be given as in the case of the original meeting.
4. Fixing of record date. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the board of directors shall fix in advance a record date for any such determination of members. Such date shall be not more than
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60 days nor fewer than 10 days prior to the date on which the action, requiring such determination of members, is to be taken. The member entitled to participate in any such action shall be the member of record on the books of the Mutual Holding Company on such record date. The number of votes which each member shall be entitled to cast at any meeting of the members shall be determined from the books of the Mutual Holding Company as of such record date. Any member of such record date who ceases to be a member prior to such meeting shall not be entitled to vote at that meeting. The same determination shall apply to any adjourned meeting.
5. Member quorum. Any number of members present and voting, represented in person or by proxy, at a regular or special meeting of the members shall constitute a quorum. A majority of all votes cast at any meeting of the members shall determine any question, unless otherwise required by regulation. Directors, however, are elected by a plurality of the votes cast at an election of directors. At any adjourned meeting any business may be transacted which might have been transacted at the meeting as originally called. Members present at a duly constituted meeting may continue to transact business until adjournment.
6. Voting by proxy. Voting at any annual or special meeting of the members may be by proxy pursuant to the rules and regulations of the Board of Governors of the Federal Reserve System (the FRB), provided, that no proxies shall be voted at any meeting unless such proxies shall have been placed on file with the secretary of the Mutual Holding Company, for verification, prior to the convening of such meeting. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying the identity of the member. All proxies with a term greater than eleven months or solicited at the expense of the Mutual Holding Company must run to the board of directors as a whole, or to a committee appointed by a majority of such board. Accounts held by an administrator, executor, guardian, conservator or receiver may be voted in person or by proxy by such person. Accounts held by a trustee may be voted by such trustee either in person or by proxy, in accordance with the terms of the trust agreement, but no trustee shall be entitled to vote accounts without a transfer of such accounts into the trustee name. Accounts held in trust in an IRA or Keogh Account, however, may be voted by the Mutual Holding Company if no other instructions are received. Joint accounts shall be entitled to no more than 1,000 votes, and any owner may cast all the votes unless the Mutual Holding Company has otherwise been notified in writing.
7. Communication between members. Communication between members shall be subject to any applicable rules or regulations of the FRB. No member, however, shall have the right to inspect or copy any portion of any books or records of the Mutual Holding Company containing: (i) a list of depositors in or borrowers from such Mutual Holding Company; (ii) their addresses; (iii) individual deposit or loan balances or records; or (iv) any data from which such information could reasonably be constructed.
8. Number of directors, membership. The number of directors of the Mutual Holding Company shall be seven (7). Each director shall be a member of the Mutual Holding Company. The board of directors shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for terms of three (3) years and until their successors are elected and qualified. One class shall be elected annually.
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9. Meetings of the board. The board of directors shall meet regularly without notice at the principal place of business of the Mutual Holding Company at least once per quarter at an hour and date fixed by resolution of the board, provided that the place of meeting may be changed by the directors. Special meetings of the board may be held at any place specified in a notice of such meeting and shall be called by the secretary upon the written request of the chairman or of three directors. All special meetings shall be held upon at least 24 hours written notice to each director unless notice is waived in writing before or after such meeting. Such notice shall state the place, date, time, and purposes of such meeting. A majority of the authorized directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board. Action may be taken without a meeting if unanimous written consent is obtained for such action. The board may also permit telephonic participation at meetings. The meetings shall be under the direction of a chairman, appointed annually by the board, or in the absence of the chairman, the meetings shall be under the direction of the vice chairman, if any, or the president.
10. Officers, employees, and agents. Annually at the meeting of the board of directors of the Mutual Holding Company following the annual meeting of the members of the Mutual Holding Company, the board shall elect a president, one or more vice presidents, a secretary, and a treasurer or comptroller; provided, that the offices of president and secretary may not be held by the same person and a vice president may also be the treasurer or comptroller. The board may appoint such additional officers, employees, and agents as it may from time to time determine. The term of office of all officers shall be one year or until their respective successors are elected and qualified. Any officer may be removed at any time by the board with or without cause, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed. In the absence of designation from time to time of powers and duties by the board, the officers shall have such powers and duties as generally pertain to their respective offices. Any indemnification by the Mutual Holding Company of the Mutual Holding Companys personnel is subject to any applicable rules or regulations of the FRB.
11. Vacancies, resignation or removal of directors. Members of the Mutual Holding Company shall elect directors by ballot; provided, that in the event of a vacancy on the board between meetings of members, the board of directors may, by their affirmative vote, fill such vacancy, even if the remaining directors constitute less than a quorum. A director elected to fill a vacancy shall be elected to serve only until the next election of directors by the members. Any director may resign at any time by sending a written notice of such resignation to the Mutual Holding Company delivered to the secretary. Unless otherwise specified therein such resignation shall take effect upon receipt by the secretary. More than three consecutive absences from regular meetings of the board, unless excused by resolution of the board, shall automatically constitute a resignation, effective when such resignation is accepted by the board. At a meeting of members called expressly for that purpose, directors or the entire board may be removed, only with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.
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12. Powers of the board. The board of directors shall have the power:
(a) |
By resolution, to appoint from among its members and remove an executive committee, which committee shall have and may exercise the powers of the board between the meetings of the board, but no such committee shall have the authority of the board to amend the charter or bylaws, adopt a plan of merger, consolidation, dissolution, or provide for the disposition of all or substantially all the property and assets of the Mutual Holding Company. Such committee shall not operate to relieve the board, or any member thereof, of any responsibility imposed by law; |
(b) |
To appoint and remove by resolution the members of such other committees as may be deemed necessary and prescribe the duties thereof; |
(c) |
To fix the compensation of directors, officers, and employees; and to remove any officer or employee at any time with or without cause; |
(d) |
To limit payments on capital which may be accepted; and |
(e) |
To exercise any and all of the powers of the Mutual Holding Company not expressly reserved by the charter to the members. |
13. Execution of instruments, generally. All documents and instruments or writings of any nature shall be signed, executed, verified, acknowledged, and delivered by such officers, agents, or employees of the Mutual Holding Company or any one of them and in such manner as from time to time may be determined by resolution of the board. All notes, drafts, acceptances, checks, endorsements, and all evidences of indebtedness of the Mutual Holding Company whatsoever shall be signed by such officer or officers or such agent or agents of the Mutual Holding Company and in such manner as the board may from time to time determine. Endorsements for deposit to the credit of the Mutual Holding Company in any of its duly authorized depositories shall be made in such manner as the board may from time to time determine. Proxies to vote with respect to shares or accounts of other mutual holding companies or stock of other corporations owned by, or standing in the name of, the Mutual Holding Company may be executed and delivered from time to time on behalf of the Mutual Holding Company by the president or a vice president and the secretary or an assistant secretary of the Mutual Holding Company or by any other persons so authorized by the board.
14. Nominating committee. The chairman, at least 30 days prior to the date of each annual meeting, shall appoint a nominating committee of three individuals who are members of the Mutual Holding Company. Such committee shall make nominations for directors in writing and deliver to the secretary such written nominations at least 15 days prior to the date of the annual meeting, which nominations shall then be posted in a prominent place in the principal place of business for the 15-day period prior to the date of the annual meeting, except in the case of a nominee substituted as a result of death or other incapacity. Provided such committee is appointed and makes such nominations, no nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by
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members are made in writing and delivered to the secretary of the Mutual Holding Company at least 10 days prior to the date of the annual meeting, which nominations shall then be posted in a prominent place in the principal place of business for the 10-day period prior to the date of the annual meeting, except in the case of a nominee substituted as a result of death or other incapacity. Ballots bearing the names of all individuals nominated by the nominating committee and by other members prior to the annual meeting shall be provided for use by the members at the annual meeting. If at any time the chairman shall fail to appoint such nominating committee, or the nominating committee shall fail or refuse to act at least 15 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any member and shall be voted upon.
15. New business. Any new business to be taken up at the annual meeting, including any proposal to increase or decrease the number of directors of the Mutual Holding Company, shall be stated in writing and filed with the secretary of the Mutual Holding Company at least 30 days before the date of the annual meeting, and all business so stated, proposed, and filed shall be considered at the annual meeting; but no other proposal shall be acted upon at the annual meeting. Any member may make any other proposal at the annual meeting and the same may be discussed and considered; but unless stated in writing and filed with the secretary 30 days before the meeting, such proposal shall be laid over for action at an adjourned, special, or regular meeting of the members taking place at least 30 days thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of the reports of officers and committees, but in connection with such reports no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.
16. Seal. The seal shall be two concentric circles between which shall be the name of the Mutual Holding Company. The year of incorporation, the word Incorporated or an emblem may appear in the center.
17. Amendment. Adoption of any bylaw amendment pursuant to § 239.15 of the FRBs regulations, as long as consistent with applicable law, rules and regulations, and which adequately addresses the subject and purpose of the stated bylaw section, shall be effective after (i) approval of the amendment by a majority vote of the authorized board, or by a vote of the members of the Mutual Holding Company at a legal meeting; and (ii) receipt of any applicable regulatory approval. When the Mutual Holding Company fails to meet its quorum requirement solely due to vacancies on the board, the bylaws may be amended by an affirmative vote of a majority of the sitting board.
18. Director age limitation. No person 80 years of age shall be eligible for election, reelection, appointment, or reappointment to the board of the Mutual Holding Company. No director shall serve as such beyond the annual meeting of the Mutual Holding Company immediately following the director becoming 80 years of age, except that a director serving on November 20, 2006 may complete the term as director. This age limitation does not apply to an advisory director.
Approved by the Board of Directors and effective as of , 2021.
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Exhibit 3.1
CFSB BANCORP, INC.
STOCK HOLDING COMPANY CHARTER
Section 1. Corporate title. The full corporate title of the mutual holding company subsidiary holding company is CFSB Bancorp, Inc. (the Company).
Section 2. Domicile. The domicile of the Company shall be in Norfolk County, Massachusetts.
Section 3. Duration. The duration of the Company is perpetual.
Section 4. Purpose and powers. The purpose of the Company is to pursue any or all of the lawful objectives of a federal mutual holding company chartered under Section 10(o) of the Home Owners Loan Act, 12 U.S.C. 1467a(o), and to exercise all of the express, implied, and incidental powers conferred thereby and by all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Board of Governors of the Federal Reserve System (the FRB).
Section 5. Capital stock. The total number of shares of all classes of the capital stock that the Company has the authority to issue is 100,000,000, of which 90,000,000 shares shall be common stock, par value $0.01 per share, and of which 10,000,000 shares shall be serial preferred stock, par value $0.01 per share. The shares may be issued from time to time as authorized by the board of directors without the approval of its shareholders, except as otherwise provided in this Section 5 or to the extent that such approval is required by governing law, rule, or regulation. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par or stated value. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of the Company. The consideration for the shares shall be cash, tangible or intangible property (to the extent direct investment in such property would be permitted to the Company), labor, or services actually performed for the Company, or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of such property, labor, or services, as determined by the board of directors of the Company, shall be conclusive. Upon payment of such consideration, such shares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, that part of the retained earnings of the Company that is transferred to common stock or paid-in capital accounts upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance.
Except for shares issued in the initial organization of the Company, no shares of capital stock (including shares issuable upon conversion, exchange, or exercise of other securities) shall be issued, directly or indirectly, to officers, directors, or controlling persons (except for shares issued to the parent mutual holding company) of the Company other than as part of a general public offering or as qualifying shares to a director, unless the issuance or the plan under which they would be issued has been approved by a majority of the total votes eligible to be cast at a legal meeting.
Nothing contained in this Section 5 (or in any supplementary sections hereto) shall entitle the holders of any class or series of capital stock to vote as a separate class or series or to more than one vote per share, and there shall be no cumulation of votes for the election of directors; provided, that this restriction on voting separately by class or series shall not apply:
(i) |
To any provision that would authorize the holders of preferred stock, voting as a class or series, to elect some members of the board of directors, less than a majority thereof, in the event of default in the payment of dividends on any class or series of preferred stock; |
(ii) |
To any provision that would require the holders of preferred stock, voting as a class or series, to approve the merger or consolidation of the Company with another corporation or the sale, lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange for securities of a corporation other than the Company if the preferred stock is exchanged for securities of such other corporation; provided, that no provision may require such approval for transactions undertaken with the assistance or pursuant to the direction of the FRB or the Federal Deposit Insurance Corporation; or |
(iii) |
To any amendment that would adversely change the specific terms of any class or series of capital stock as set forth in this Section 5 (or in any supplementary sections hereto), including any amendment that would create or enlarge any class or series ranking prior thereto in rights and preferences. An amendment that increases the number of authorized shares of any class or series of capital stock, or substitutes the surviving company in a merger or consolidation for the Company, shall not be considered to be such an adverse change. |
A description of the different classes and series of the Companys capital stock and a statement of the designations, and the relative rights, preferences and limitations of the shares of each class of and series of capital stock are as follows:
A. Common stock. Except as provided in this Section 5 (or in any supplementary sections thereto) the holders of common stock shall exclusively possess all voting power. Each holder of shares of common stock shall be entitled to one vote for each share held by such holder and there shall be no cumulation of votes for the election of directors.
Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to payment of dividends, the full amount of dividends and of sinking fund, retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends out of any assets legally available for the payment of dividends.
In the event of any liquidation, dissolution, or winding up of the Company, the holders of the common stock (and the holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the Company available for distribution remaining after: (i) payment or provision for payment of the Companys debts and liabilities; (ii) distributions or provision for distributions in settlement of its liquidation account; and (iii) distributions or provisions for distributions to holders of any class or series of stock having preference over the common stock in the
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liquidation, dissolution, or winding up of the Company. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock.
B. Preferred stock. The Company may provide in supplementary sections to its charter for one or more classes of preferred stock, which shall be separately identified. The shares of any class may be divided into and issued in series, with each series separately designated so as to distinguish the shares thereof from the shares of all other series and classes. The terms of each series shall be set forth in a supplementary section to the charter. All shares of the same class shall be identical, except as to the following relative rights and preferences, as to which there may be variations between different series:
(a) |
The distinctive serial designation and the number of shares constituting such series; |
(b) |
The dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date(s), the payment date(s) for dividends, and the participating or other special rights, if any, with respect to dividends; |
(c) |
The voting powers, full or limited, if any, of shares of such series; |
(d) |
Whether the shares of such series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such shares may be redeemed; |
(e) |
The amount(s) payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Company; |
(f) |
Whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price(s) at which such shares may be redeemed or purchased through the application of such fund; |
(g) |
Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes of stock of the Company and, if so, the conversion price(s) or the rate(s) of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange; |
(h) |
The price or other consideration for which the shares of such series shall be issued; and |
(i) |
Whether the shares of such series that are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock. |
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Each share of each series of serial preferred stock shall have the same relative rights as and be identical in all respects with all the other shares of the same series.
The board of directors shall have authority to divide, by the adoption of supplementary charter sections, any authorized class of preferred stock into series and, within the limitations set forth in this section and the remainder of this charter, fix and determine the relative rights and preferences of the shares of any series so established.
Prior to the issuance of any preferred shares of a series established by a supplementary charter section adopted by the board of directors, the Company shall file with the appropriate Reserve Bank a dated copy of that supplementary section of this charter establishing and designating the series and fixing and determining the relative rights and preferences thereof.
Section 6. Beneficial ownership limitation. No person other than 15 Beach, MHC may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10 percent of the outstanding stock of any class of voting stock of the Company held by persons other than 15 Beach, MHC. This limitation expires on five years from the date of the charter and does not apply to a transaction in which an underwriter purchases stock in connection with a public offering, or the purchase of stock by an employee stock ownership plan or other tax-qualified employee stock benefit plan that is exempt from the approval requirements under the FRBs Regulations.
In the event a person acquires stock in violation of this Section 6, all stock beneficially owned by such person in excess of 10 percent of the stock held by shareholders other than 15 Beach, MHC shall be considered excess shares and shall not be counted as stock entitled to vote and shall not be voted by any person or counted as voting stock in connection with any matters submitted to the shareholders for a vote.
For purposes of this section 6, the following definitions apply:
(1) The term person includes an individual, a group acting in concert, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of the equity securities of the subsidiary holding company.
(2) The term offer includes every offer to buy or otherwise acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value.
(3) The term acquire includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.
(4) The term acting in concert means (a) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement, or (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangements, whether written or otherwise.
Section 7. Preemptive rights. Holders of the capital stock of the Company shall not be entitled to preemptive rights with respect to any shares of the Company which may be issued.
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Section 8. Directors. The Company shall be under the direction of a board of directors. The authorized number of directors, as stated in the Companys bylaws, shall not be fewer than five nor more than fifteen except when a greater or lesser number is approved by the FRB, or its delegate.
Section 9. Amendment of charter. Except as provided in Section 5, no amendment, addition, alteration, change or repeal of this charter shall be made, unless such is proposed by the board of directors of the Company, approved by the shareholders by a majority of the votes eligible to be cast at a legal meeting, unless a higher vote is otherwise required, and approved or preapproved by the FRB.
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CFSB BANCORP, INC.
ATTEST: |
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Stephen D. Marini |
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Corporate Secretary |
BY: |
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Michael E. McFarland |
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President and Chief Executive Officer |
BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM
BY: |
|
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Secretary of Board of Governors of the Federal Reserve System |
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Effective Date: |
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Exhibit 3.2
CFSB BANCORP, INC.
BYLAWS
Article IHome Office
The home office of CFSB Bancorp, Inc. (the Company) shall be at 15 Beach Street, Quincy, Norfolk County, Massachusetts 02170.
Article IIShareholders
Section 1. Place of Meetings. All annual and special meetings of shareholders shall be held at the home office of the Company or at such other convenient place as the board of directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders of the Company for the election of directors and for the transaction of any other business of the Company shall be held annually within 150 days after the end of the Companys fiscal year on the third Wednesday of November of each calendar year if not a legal holiday, and if a legal holiday, then on the next day following which is not a legal holiday, or at such other date and time within such 150-day period as the board of directors may determine.
Section 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Board of Governors of the Federal Reserve System (the FRB), may be called at any time by the chairman of the board, the president, or a majority of the board of directors, and shall be called by the chairman of the board, the president, or the secretary upon the written request of the holders of not less than one-tenth of all of the outstanding capital stock of the Company entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the home office of the Company addressed to the chairman of the board, the president, or the secretary.
Section 4. Conduct of Meetings. Annual and special meetings shall be conducted in accordance with written procedures established by the board of directors, unless otherwise prescribed by regulations of the FRB or these bylaws. The board of directors shall designate, when present, either the chairman of the board or president to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the place, day, and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 20 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, or the secretary, or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the Company as of the record date prescribed in section 6 of this Article II with postage prepaid. When any shareholders meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than 30 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.
Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment.
Section 7. Voting Lists. At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Company shall make a complete list of the shareholders of record entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Company and shall be subject to inspection by any shareholder of record or the shareholders agent at any time during usual business hours for a period of 20 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder of record or any shareholders agent during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. In lieu of making the shareholder list available for inspection by shareholders as provided in the preceding paragraph, the board of directors may elect to follow the procedures prescribed in § 239.26(d) of the FRBs regulations as now or hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of the Company entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If a quorum is present at a meeting of shareholders and the withdrawal of shareholders results in the presence of less than a quorum, the shareholders present may continue to transact business until adjournment. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number of shareholders voting together or voting by classes is required by law or the charter. Directors, however, are elected by a plurality of the votes cast at an election of directors.
Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney in fact. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying
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the identity of the shareholder. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with an interest.
Section 10. Voting of Shares in the Name of Two or More Persons. When ownership stands in the name of two or more persons, in the absence of written directions to the Company to the contrary, at any meeting of the shareholders of the Company any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.
Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent, or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian, or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name. Shares held in trust in an IRA or Keogh Account, however, may be voted by the Company if no other instructions are received. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer into his or her name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Neither treasury shares of its own stock held by the Company nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Company, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.
Section 12. Cumulative Voting. Shareholders may not cumulate their votes for election of directors.
Section 13. Inspectors of Election. In advance of any meeting of shareholders, the board of directors may appoint any individual other than nominees for office as inspectors of election to act at such meeting or any adjournment. The number of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any individual appointed as inspector fails to appear or
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fails or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting or at the meeting by the chairman of the board or the president. Unless otherwise prescribed by regulations of the FRB, the duties of such inspectors shall include: determining the number of shares and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.
Section 14. Nominating Committee. The board of directors shall act as a nominating committee for selecting the management nominees for election as directors. Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Company. No nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by shareholders are made in writing and delivered to the secretary of the Company at least five days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Company. Ballots bearing the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at the annual meeting. However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any shareholder entitled to vote and shall be voted upon.
Section 15. New Business. Any new business to be taken up at the annual meeting shall be stated in writing and filed with the secretary of the Company at least five days before the date of the annual meeting, and all business so stated, proposed, and filed shall be considered at the annual meeting; but no other proposal shall be acted upon at the annual meeting. Any shareholder may make any other proposal at the annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least five days before the meeting, such proposal shall be laid over for action at an adjourned, special, or annual meeting of the shareholders taking place 30 days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors, and committees; but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.
Section 16. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter.
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Article IIIBoard of Directors
Section 1. General Powers. The business and affairs of the Company shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board from among its members and shall designate, when present, the chairman of the board to preside at its meetings.
Section 2. Number and Term. The board of directors shall consist of seven (7) members, and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.
Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw following the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than such resolution. Directors may participate in a meeting by means of a conference telephone or similar communications device through which all individuals participating can hear each other at the same time. Participation by such means shall constitute presence in person for all purposes.
Section 4. Director Qualification. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the Company unless the Company is a wholly owned subsidiary of a holding company.
Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president, or one-third of the directors. The persons authorized to call special meetings of the board of directors may fix any place, within the Companys normal lending territory, as the place for holding any special meeting of the board of directors called by such persons. Members of the board of directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person for all purposes.
Section 6. Notice. Written notice of any special meeting shall be given to each director at least 24 hours prior thereto when delivered personally or by telegram or at least five days prior thereto when delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if mailed, when delivered to the telegraph company if sent by telegram, or when the Company receives notice of delivery if electronically transmitted. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice of waiver of notice of such meeting.
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Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors; but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 5 of this Article III.
Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by regulation of the FRB or by these bylaws.
Section 9. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.
Section 10. Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Company addressed to the chairman of the board or the president. Unless otherwise specified, such resignation shall take effect upon receipt by the chairman of the board or the president. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute a resignation, effective when such resignation is accepted by the board of directors.
Section 11. Vacancies. Any vacancy occurring on the board of directors may be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve only until the next election of directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election of directors by the shareholders.
Section 12. Compensation. Directors, as such, may receive a stated salary for their services. By resolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board of directors. Members of either standing or special committees may be allowed such compensation for attendance at committee meetings as the board of directors may determine.
Section 13. Presumption of Assent. A director of the Company who is present at a meeting of the board of directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the individual acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Company within five days after the date a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 14. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed only for cause by a vote of the holders of a majority of the
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shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.
For purposes of this section, removal for cause includespersonal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or a willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order.
Section 15. Director Qualifications. A person is not qualified to serve as a director if he or she: (i) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, (ii) a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and subject to appeal, or (iii) has found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (1) breached a fiduciary duty involving personal profit or (2) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.
Section 16. Director age limitation. No person 80 years of age shall be eligible for election, reelection, appointment, or reappointment to the board of the Company. No director shall serve as such beyond the annual meeting of the Company immediately following the director becoming 80 years of age, except that a director serving on November 20, 2006 may complete the term as director. This age limitation does not apply to an advisory director.
Article IVExecutive and Other Committees
Section 1. Appointment. The board of directors, by resolution adopted by a majority of the full board, may designate the chairman of the board and two or more of the other directors to constitute an executive committee. The designation of any committee pursuant to this Article IV and the delegation of authority shall not operate to relieve the board of directors, or any director, of any responsibility imposed by law or regulation.
Section 2. Authority. The executive committee, when the board of directors is not in session, shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the board of directors with reference to: the declaration of dividends; the amendment of the charter or bylaws of the Company, or recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease, or other disposition of all or substantially all of the property and assets of the Company otherwise than in the usual and regular course of its business; a voluntary dissolution of the Company; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.
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Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until a successor is designated as a member of the executive committee.
Section 4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one days notice stating the place, date, and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.
Section 5. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.
Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.
Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors.
Section 8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the president or secretary of the Company. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective. No notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.
Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure, which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred.
Section 10. Other Committees. The board of directors may by resolution establish an audit, loan, or other committee composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Company and may prescribe the duties, constitution, and procedures thereof.
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Article VOfficers
Section 1. Positions. The officers of the Company shall be a president, one or more vice presidents, a secretary, and a treasurer or comptroller, each of whom shall be elected by the board of directors. The board of directors may also designate the chairman of the board as an officer. The offices of the secretary and treasurer or comptroller may be held by the same individual and a vice president may also be either the secretary or the treasurer or comptroller. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Company may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.
Section 2. Election and Term of Office. The officers of the Company shall be elected annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officers death, resignation, or removal in the manner hereinafter provided. Election or appointment of an officer, employee, or agent shall not of itself create contractual rights. The board of directors may authorize the Company to enter into an employment contract with any officer in accordance with regulations of the FRB; but no such contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of this Article V.
Section 3. Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the Company will be served thereby, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term.
Section 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the board of directors.
Article VIContracts, Loans, Checks, and Deposits
Section 1. Contracts. To the extent permitted by regulations of the FRB, and except as otherwise prescribed by these bylaws with respect to certificates for shares, the board of directors may authorize any officer, employee, or agent of the Company to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company. Such authority may be general or confined to specific instances.
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Section 2. Loans. No loans shall be contracted on behalf of the Company and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances.
Section 3. Checks; Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Company shall be signed by one or more officers, employees or agents of the Company in such manner as shall from time to time be determined by the board of directors.
Section 4. Deposits. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in any duly authorized depositories as the board of directors may select.
Article VIICertificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of capital stock of the Company shall be in such form as shall be determined by the board of directors and approved by the FRB. Such certificates shall be signed by the chief executive officer or by any other officer of the Company authorized by the board of directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Company itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Company. All certificates surrendered to the Company for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and canceled, except that in the case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the Company as the board of directors may prescribe.
Section 2. Uncertificated Shares. The Company is authorized to issue uncertificated shares of capital stock. Upon the issuance of uncertificated shares of capital stock, the Company shall send the shareholder a written statement of the same information required in Section 1 of this Article VII with respect to stock certificates.
Section 3. Transfer of Shares. Transfer of shares of capital stock of the Company shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by his or her legal representative, who shall furnish proper evidence of such authority, or by his or her attorney authorized by a duly executed power of attorney and filed with the Company. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Company shall be deemed by the Company to be the owner for all purposes.
Article VIIIFiscal Year
The fiscal year of the Company shall end on the last day of June each year. The appointment of accountants shall be subject to annual ratification by the shareholders.
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Article IXDividends
Subject to the terms of the Companys charter and the regulations and orders of the FRB, the board of directors may, from time to time, declare, and the Company may pay, dividends on its outstanding shares of capital stock.
Article XCorporate Seal
The board of directors shall provide a Company seal, which shall be two concentric circles between which shall be the name of the Company. The year of incorporation or an emblem may appear in the center.
Article XIAmendments
These bylaws may be amended in a manner consistent with regulations of the FRB and shall be effective after: (i) approval of the amendment by a majority vote of the authorized board of directors, or by a majority vote of the votes cast by the shareholders of the Company at any legal meeting, and (ii) receipt of any applicable regulatory approval. When a Company fails to meet its quorum requirements solely due to vacancies on the board, then the affirmative vote of a majority of the sitting board will be required to amend the bylaws.
Article XIIIndemnification
The Company shall indemnify its personnel, including directors, officers and employees, to the fullest extent authorized by applicable law and regulations, as the same exists or may hereafter be amended; provided, any indemnification by the Company of the Companys personnel is subject to any applicable rules or regulations of the FRB.
Article XIIIReliance upon Books, Reports and Records
Each director, each member of any committee designated by the board of directors, and each officer of the Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or committees of the board of directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other persons professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.
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No.
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INCORPORATED UNDER THE LAWS OF THE UNITED STATES OF AMERICA |
Shares
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CFSB BANCORP, INC.
Quincy, Massachusetts
FULLY PAID AND NON-ASSESSABLE
PAR VALUE $0.01 PER SHARE
THIS CERTIFIES that is the owner of
SHARES OF COMMON STOCK OF
CFSB BANCORP, INC.
a federally chartered subsidiary savings and loan holding company
The shares evidenced by this certificate are transferable only on the books of CFSB Bancorp, Inc. by the holder hereof, in person or by attorney, upon surrender of this certificate properly endorsed.
The interest in CFSB Bancorp, Inc. evidenced by this certificate may not be retired or withdrawn except as provided in the Charter and Bylaws of CFSB Bancorp, Inc.
IN WITNESS WHEREOF, CFSB Bancorp, Inc. has caused this certificate to be executed by its duly authorized officers and has caused its seal to be hereunto affixed this day of , 2022.
By |
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By |
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STEPHEN MARINI | MICHAEL E. MCFARLAND | |||||||
CORPORATE SECRETARY | PRESIDENT AND CHIEF EXECUTIVE OFFICER |
The shares of common stock evidenced by this certificate are subject to a limitation contained in the CFSB Bancorp, Inc.s Charter to the effect that, for a period of five years from the date of the reorganization from mutual to stock form of Colonial Federal Savings Bank, no person other than 15 Beach, MHC shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of any equity security of CFSB Bancorp, Inc. held by persons other than 15 Beach, MHC. This limitation shall not apply to the purchase of shares by an underwriter in connection with a public offering or the purchase of stock by an employee stock ownership plan or other tax-qualified employee stock benefit plan that is exempt from the approval requirements under the Federal Reserve Boards regulations. In addition, during this five-year period, all shares owned over the 10% limit may not be voted in any matter submitted to stockholders for a vote.
For value received, hereby sells, assigns and transfers unto
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PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER
(please print or typewrite name and address including postal zip code of assignee)
Shares of the Common Stock represented by the within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within-named corporation with full power of substitution in the premises.
Dated, |
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In the presence of | Signature: |
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
Exhibit 5
LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 Wisconsin Avenue, NW, Suite 780
Washington, D.C. 20015
Telephone (202) 274-2000
Facsimile (202) 362-2902
www.luselaw.com
WRITERS DIRECT DIAL NUMBER
(202) 274-2000
September 9, 2021
Board of Directors
CFSB Bancorp, Inc.
15 Beach Street
Quincy, Massachusetts 02170
Re: CFSB Bancorp, Inc.
Common Stock, Par Value $0.01 Per Share
Members of the Board:
You have requested the opinion of this firm as to certain matters in connection with the offer and sale of the shares of common stock, par value $0.01 per share (Common Stock), of CFSB Bancorp, Inc. (the Company), as well as the registration of participation interests in the Common Stock (Participation Interests) to be purchased by the Colonial Federal Savings Bank 401(k) Plan. We have reviewed the Companys proposed Stock Holding Company Charter and its Registration Statement on Form S-1 (the Form S-1), the Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan (the Plan), as well as applicable statutes and regulations governing the Company, the offer and sale of the Common Stock and the registration of the Participation Interests. The opinion expressed below is limited to the banking laws of the United States.
We are of the opinion that upon the declaration of effectiveness of the Form S-1, the Common Stock, when issued and sold, and in the case of Colonial Federal Savings Bank Charitable Foundation, Inc., when contributed, in accordance with the Plan, will be legally issued, fully paid and non-assessable. We are also of the opinion that upon the declaration of effectiveness of the Form S-1, the Participation Interests will be validly offered in the manner described in the Form S-1 and will be binding obligations of the Company.
We hereby consent to our firm being referenced under the caption Legal Matters and to the filing of this opinion as an exhibit to the Form S-1. By giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ LUSE GORMAN, PC
LUSE GORMAN, PC
Exhibit 8.1
LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
September 9, 2021
Boards of Directors
Colonial Federal Savings Bank
CFSB Bancorp, Inc. (in formation)
15 Beach, MHC (in formation)
15 Beach Street
Quincy, Massachusetts 02170
Re: Federal Income Tax Consequences of Mutual Holding Company
Formation and Stock Issuance
Ladies and Gentlemen:
We have been requested as special counsel to Colonial Federal Savings Bank, a federally-chartered mutual savings bank (the Bank), 15 Beach, MHC, a to-be-formed federally-chartered mutual holding company (the Mutual Holding Company), and CFSB Bancorp, Inc., a to-be-formed federally-chartered subsidiary holding company authorized to issue capital stock (the Stock Holding Company), to express our opinions concerning the material federal income tax consequences relating to the reorganization of the Bank from a mutual savings bank to the mutual holding company form of organization (all steps in the reorganization are collectively referred to herein as the Reorganization) pursuant to the Banks Plan of Reorganization From a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan (the Plan of Reorganization). Concurrently with the Reorganization, the Stock Holding Company will offer for sale less than 50.0% of its to-be-outstanding shares of Common Stock on a priority basis to depositors of the Bank and Tax-Qualified Employee Plans of the Bank, with any remaining shares offered to the public in a Community Offering. Unless otherwise defined, all terms used herein have the meanings given to those terms in the Plan of Reorganization.
Source of Facts. It has been represented to us that the facts set forth herein apply to the Reorganization. In preparing this letter, we relied on duly authorized and executed representations from the Bank regarding the Reorganization. If any of the facts are incorrect or incomplete, our discussion and conclusion may be different than those set forth below. We are under no obligation and we expressly disavow any obligation to advise the Bank, the Mutual Holding Company or the Stock Holding Company if we learn that the facts are not as they have been represented to us. We have made the investigations we deem relevant or necessary for the
LUSE GORMAN, PC
Attorneys at Law
Boards of Directors
Colonial Federal Savings Bank
CFSB Bancorp, Inc. (in formation)
15 Beach, MHC (in formation)
September 9, 2021
Page 2
purpose of expressing our opinions. In our examination, we have assumed the authenticity of original documents, the accuracy of copies and the genuineness of signatures. In connection with the examination, we have reviewed the Plan of Reorganization and certain other documents of or relating to the Reorganization, some of which are described or referred to in the Plan of Reorganization and which we deemed necessary to examine in order to express the opinions set forth below. We have further assumed the absence of adverse facts not apparent from the face of the instruments and documents we examined.
In issuing our opinions, we have assumed that the Plan of Reorganization has been duly and validly authorized and has been approved and adopted by the board of directors of the Bank at a meeting duly called and held, that the Bank will comply with the terms and conditions of the Plan of Reorganization, and that the various representations and warranties provided to us are accurate, complete, true and correct. Accordingly, we express no opinion concerning the effect, if any, of variations from the foregoing. We specifically express no opinion concerning tax matters relating to the Plan of Reorganization under state and local tax laws and under federal income tax laws except on the basis of the documents and assumptions described above.
Source of Law. In issuing the opinions set forth below, we have referred solely to existing provisions of the Internal Revenue Code of 1986, as amended (the Code), existing and proposed Treasury regulations (the Treasury Regulations) thereunder, and upon current Internal Revenue Service (the Service) administrative rulings, notices and procedures and court decisions. These laws, regulations, administrative rulings, notices and procedures and court decisions are subject to change at any time. Any such change could affect the continuing validity of the opinions set forth below. These opinions are as of the date hereof, and we disclaim any obligation to advise you of any change in any matter considered after the date hereof.
In rendering our opinions, we have assumed that the persons and entities identified in the Plan of Reorganization will at all times comply with the requirements of Code Section 351, the other applicable state and federal laws and the representations of the Bank. In addition, we have assumed that the activities of the persons and entities identified in the Plan of Reorganization will be conducted strictly in accordance with the Plan of Reorganization. Any variations may affect the opinions we are rendering.
We emphasize that the outcome of litigation cannot be predicted with certainty and, although we have attempted in good faith to opine as to the probable outcome of each tax issue with respect to which an opinion was requested, there can be no assurance that our conclusions are correct or that they would be adopted by the Service or a court.
LUSE GORMAN, PC
Attorneys at Law
Boards of Directors
Colonial Federal Savings Bank
CFSB Bancorp, Inc. (in formation)
15 Beach, MHC (in formation)
September 9, 2021
Page 3
PROPOSED TRANSACTION
On September 8, 2021, the board of directors of the Bank adopted the Plan of Reorganization. For what are represented to be valid business purposes, the Banks board of directors has decided to reorganize the Bank into a mutual holding company structure. The following steps are proposed:
(i) |
The Bank will organize an interim stock savings bank (the Interim Bank), as a wholly-owned subsidiary; |
(ii) |
By means of a purchase and assumption agreement, the Bank will transfer all of its assets, other than $100,000 in cash, and all of its liabilities to the Interim Bank, which will become the Stock Bank (the 351 Transaction); |
(iii) |
The Bank will amend its charter and bylaws so as to become the Mutual Holding Company; |
(iv) |
The Mutual Holding Company will organize the Stock Holding Company, as a wholly-owned subsidiary; |
(v) |
The Mutual Holding Company will transfer $1,000 in cash and all of the common stock of the Stock Bank to the Stock Holding Company in exchange for 100 shares of common stock of the Stock Holding Company (the Secondary 351 Transaction). |
(vi) |
Contemporaneously with the reorganization of the Bank into the mutual holding company structure, including its conversion into the Mutual Holding Company, the organization of the Stock Holding Company and the Stock Bank, the Stock Holding Company will offer less than 50.0% of its to-be-outstanding Common Stock in the Subscription Offering and, if applicable, the Community Offering. |
Collectively, the above steps (i) through (vi) are referred to as the Reorganization. Those persons who, as of the effective date of the Reorganization (the Effective Date), hold depository rights with respect to Bank will thereafter have such rights solely with respect to the Stock Bank. Each deposit account with the Bank at the time of the Effective Date will become a deposit account in the Stock Bank in the same amount and upon the same terms and conditions. Following the completion of the Reorganization, all depositors who had membership rights with respect to the Bank immediately prior to the Reorganization will continue to have such rights solely with respect to the Mutual Holding Company, so long as they continue to hold deposit accounts with the Stock Bank. All new depositors of the Stock Bank after the completion of the Reorganization will have ownership rights solely with respect to the Mutual Holding Company, so long as they continue to hold deposit accounts with the Stock Bank.
LUSE GORMAN, PC
Attorneys at Law
Boards of Directors
Colonial Federal Savings Bank
CFSB Bancorp, Inc. (in formation)
15 Beach, MHC (in formation)
September 9, 2021
Page 4
Following the Reorganization, the Stock Holding Company will have the power to issue shares of capital stock (including common and preferred stock) to persons other than the Mutual Holding Company. So long as the Mutual Holding Company is in existence, however, it must own a majority of the outstanding voting stock of the Stock Holding Company. The Stock Holding Company may issue any amount of non-voting stock to persons other than Mutual Holding Company. No such non-voting stock will be issued as of the date of the Reorganization.
LAW AND ANALYSIS
Code Section 368(a)(1)(F) provides that the term reorganization means a mere change in identity, form, or place of organization of one corporation, however effected.
Code Section 351(a) provides that no gain or loss will be recognized if property is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such person or persons are in control (as defined in Code Section 368(c)) of the corporation.
Code Section 368(c) provides that control means the ownership of stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the corporation.
Code Section 351 requires a transfer of property in exchange for stock. The transfer requirement is satisfied so long as the transferor transfers to the transferee all substantial rights associated with the transferred property. In Revenue Ruling 2003-48, the Service ruled on a transaction similar to the one at hand and found that it involved two back-to-back exchanges of property for stock within the meaning of Code Section 351. In the revenue ruling, a mutual bank established the mutual holding company as a wholly-owned stock subsidiary and the mutual holding company established two wholly-owned subsidiaries, one of which was a stock holding company. The mutual bank converted to stock form in a transaction under Code Section 368(a)(1)(F), pursuant to which its members constructively received shares of its common stock. The mutual holding company then cancelled its shares of common stock and exchanged its charter for a mutual holding company charter. The members then transferred the shares of stock bank stock constructively received to the mutual holding company in exchange for membership interests in the mutual holding company. Thereafter, the mutual holding company contributed the stock of the stock bank to the stock holding company in exchange for additional shares and the stock holding company issued more than 20% but less than 50% of its common stock to the public in a stock offering. With respect to the first transfer, the Service found that because the
LUSE GORMAN, PC
Attorneys at Law
Boards of Directors
Colonial Federal Savings Bank
CFSB Bancorp, Inc. (in formation)
15 Beach, MHC (in formation)
September 9, 2021
Page 5
former owners of the bank were in control (within the meaning of Code Section 368(c)) of the mutual holding company, their exchange of their equity interests in the bank for membership interests in the mutual holding company qualified as a transfer described in Code Section 351. The Service found this to be the case even though the mutual holding company transferred all of its interest in the stock bank to the stock holding company, citing Revenue Ruling 77-449, 1977-2 C.B. 110 and Revenue Ruling 83-34, 1983-1 C.B. 79. In addition, the Service found that the transfer by the mutual holding company of the stock bank to the stock holding company in exchange for the voting stock of the stock holding company also qualified as a transfer within the meaning of Code Section 351. The Service found that the subsequent stock offering by the stock holding company did not prevent the transaction from qualifying as a transfer described in Code Section 351 because the persons to whom the stock was issued pursuant to the stock offering, together with the mutual holding company, were both considered transferors to the mutual holding company.
Revenue Ruling 77-449 found that where there are successive transfers of property from a domestic corporation to its wholly-owned domestic subsidiary and from that subsidiary to its wholly-owned domestic subsidiary, where each transfer is part of a plan and made solely in exchange for additional shares of the subsidiarys stock, each transfer satisfies the requirements of Code Section 351. Revenue Ruling 83-34 expanded on the holding in Revenue Ruling 77-449, however, in the latter case, the transfers were to subsidiaries that were 80% controlled subsidiaries within the meaning of Code Section 368(c). Revenue Ruling 83-34 found both transactions satisfied the requirements of Code Section 351, even though at the end of the second transfer the transferor in the first transfer no longer had 80% control of the company to whom the property was initially transferred.
In Revenue Ruling 2003-51, the Service also ruled that a transfer of assets to a corporation (the first corporation) in exchange for an amount of stock of the first corporation constituting control satisfies the control requirement of Code Section 351, if pursuant to a binding agreement entered into by the transferor with a third party prior to the exchange, the transferor transfers the stock of the first corporation to another corporation (the second corporation) simultaneously with the transfer of assets by the third party to the second corporation and, immediately thereafter, the transferor and the third party are in control of the second corporation. In its analysis, the Service acknowledged that it had previously found that the control requirements of Code Section 351 were not satisfied where, pursuant to a binding agreement entered into by the transferor prior to the transfer of property, the transferor loses control of the corporation by a taxable sale of all or part of that stock to a third party who did not also transfer property to the corporation in exchange for stock. However, the Service reasoned that treating a transfer of property that is followed by a nontaxable disposition of the stock received as a transfer described in Code Section 351 is not inconsistent with the purpose of Code Section 351.
LUSE GORMAN, PC
Attorneys at Law
Boards of Directors
Colonial Federal Savings Bank
CFSB Bancorp, Inc. (in formation)
15 Beach, MHC (in formation)
September 9, 2021
Page 6
Application of the Law to the Facts in the 351 Transactions.
The transactions in the instant case are substantially similar to the transactions in Revenue Ruling 2003-48. Although the form of the initial 351 Transaction was different than the form of the first transaction in Revenue Ruling 2003-48, both qualify as transfers under Code Section 351. In addition, in Revenue Ruling 2003-48, following the contribution of the stock of the stock bank to the mutual holding company by the former owners of the bank (in its mutual form), the mutual holding company transferred the outstanding stock of the stock bank to the stock holding company contemporaneously with the stock offering. Accordingly, because the stock holding company in the instant case is also a wholly-owned subsidiary of the mutual holding company at the commencement of the Secondary 351 Transaction, the reasoning in Revenue Ruling 2003-48 (which cited as support Revenue Rulings 77-449 and 83-34) applies to cause the transfer to qualify under Code Section 351. Lastly, in Revenue Ruling 2003-48, the Service also found that the participation by members of the public in the stock holding companys stock offering did not prevent the second transaction from qualifying as a transfer under Code Section 351 because those persons were aggregated with the mutual holding company and treated as transferors in a transfer qualifying under Code Section 351. Accordingly, we believe that the Secondary 351 Transaction will also qualify as a tax-free exchange of property solely for stock under Code Section 351.
SUMMARY OF OPINIONS
Based on the facts, representations and assumptions set forth herein, we are of the opinion that:
1. The conversion of the Bank to the Mutual Holding Company will qualify as a reorganization under Section 368(a)(1)(F).
2. The transfer by the Bank of substantially all of its assets and all of its liabilities to the Stock Bank solely in exchange for voting common stock of the Stock Bank qualifies as an exchange under Code Section 351 and the Bank will recognize no gain or loss upon the transfer of substantially all of its assets and all of its liabilities solely in exchange for such voting common stock.
3. The Banks holding period in the common stock of the Stock Bank received in the Reorganization will include the holding period during which the property exchanged was held (Code Section 1223(1)).
4. The Bank will recognize no income with respect to its bad debt reserve established under Code Section 593. Cf. Nash v. United States, 398 U.S. 1 (1970).
LUSE GORMAN, PC
Attorneys at Law
Boards of Directors
Colonial Federal Savings Bank
CFSB Bancorp, Inc. (in formation)
15 Beach, MHC (in formation)
September 9, 2021
Page 7
5. The Stock Bank will recognize no gain or loss upon its receipt of property from the Bank in exchange for its stock (Code Section 1032(a)).
6. The Stock Banks basis in the property received from the Bank will be the same as the basis of such property in the hands of the Bank immediately prior to the Reorganization. (Code Section 362(a)).
7. The Stock Banks holding period for the property received from the Bank will include the period during which such property was held by the Bank (Code Section 1223(2)).
8. The Bank members will recognize no gain or loss by reason of the Reorganization.
9. No gain or loss shall be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members of Bank upon the issuance to them of withdrawable deposit accounts in Stock Bank plus liquidation rights with respect to the Mutual Holding Company, in exchange for their deposit accounts in the Bank or to the other depositors on the issuance to them of withdrawable deposit accounts (Code Section 354(a)).
10. It is more likely than not that the fair market value of the subscription rights to purchase shares of Common Stock is zero. Accordingly, no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members upon the distribution to them of the nontransferable subscription rights to purchase shares of Common Stock. Gain realized, if any, by the Eligible Account Holders, Supplemental Eligible Account Holders and Other Members on the distribution to them of nontransferable subscription rights to purchase shares of Common Stock will be recognized but only in an amount not in excess of the fair market value of such subscription rights. (Code Section 356(a)). Eligible Account Holders, Supplemental Eligible Account Holders and Other Members will not realize any taxable income as a result of the exercise by them of the nontransferable subscription rights (Rev. Rul. 56-572, 1956-2 C.B. 182).
11. The basis of the deposit accounts in the Stock Bank to be received by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members of the Bank will be the same as the basis of their deposit accounts in the Bank surrendered in exchange therefor. (Code Section 358(a)(1)). The basis of the interests in the liquidation rights in the Mutual Holding Company to be received by Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members of the Bank shall be zero (Rev. Rul. 71-233, 1971-1 C.B. 113).
LUSE GORMAN, PC
Attorneys at Law
Boards of Directors
Colonial Federal Savings Bank
CFSB Bancorp, Inc. (in formation)
15 Beach, MHC (in formation)
September 9, 2021
Page 8
12. The Mutual Holding Company and the persons who purchased shares of Common Stock in the Subscription Offering and in any Community Offering will recognize no gain or loss upon the transfer of Stock Bank stock and cash to the Stock Holding Company in exchange for stock in the Stock Holding Company (Code Section 351(a)).
13. The Stock Holding Company will recognize no gain or loss on its receipt of Stock Bank stock and cash in exchange for Common Stock (Code Section 1032(a)).
14. The Mutual Holding Companys basis in the Common Stock received in the Secondary 351 Transaction will be the same as its basis in the Stock Bank stock transferred (Code Section 358(a)(1)).
15. The Mutual Holding Companys holding period in the Common Stock received will include the period during which it held the common stock of the Stock Bank, provided that the property was a capital asset on the date of the exchange (Code Section 1223(1)).
16. The Stock Holding Companys basis in the stock of the Stock Bank received from the Mutual Holding Company will be the same as the basis of such property in the hands of the Mutual Holding Company (Code Section 362(a)).
17. The Stock Holding Companys holding period for the Stock Bank stock received from the Mutual Holding Company will include the period during which the property was held by the Mutual Holding Company (Code Section 1223(2)).
18. It is more likely than not that the basis of the Common Stock to its stockholders will be the purchase price thereof. (Code Section 1012). The holding period of the Common Stock purchased pursuant to the exercise of subscription rights shall commence on the date on which the right to acquire the stock was exercised (Code Section 1223(6)).
The opinions set forth above represent our conclusions as to the application of existing Federal income tax law to the facts of the instant transaction, and we can give no assurance that changes in such law, or in the interpretation thereof, will not affect the opinions expressed by us. Moreover, there can be no assurance that contrary positions may not be taken by the Service, or that a court considering the issues would not hold contrary to such opinions.
With respect to our opinion under paragraph 4 above, the Bank has represented to us that the value of common stock received by the Bank in exchange for accounts receivable will be equal to the net value of the accounts transferredi.e., the face value of the accounts receivable previously included in income less the amount of the reserve for bad debts. In Nash v. United
LUSE GORMAN, PC
Attorneys at Law
Boards of Directors
Colonial Federal Savings Bank
CFSB Bancorp, Inc. (in formation)
15 Beach, MHC (in formation)
September 9, 2021
Page 9
States, 398 U.S. 1 (1970), the Supreme Court held that a reserve for bad debts is not recaptured by a transferor of accounts receivable to a controlled corporation for its stock. The Court found that the transferors merely received stock and securities equal in value to the net worth of the receivables transferredi.e., their face value less the reserve for bad debts. Since no gain or loss is realized, there is no reason to include the reserve in income. See also Rev. Rul. 78-280, 1978-2 C.B. 139.
Our opinion under paragraph 10 above is predicated on the representation that no person shall receive any payment, whether in money or property, in lieu of the issuance of subscription rights. With respect to our opinion under paragraphs 10 and 18, we note that the subscription rights will be granted at no cost to the recipients, will be legally nontransferable and of short duration, and will provide the recipient with the right only to purchase shares of Common Stock at the same price to be paid by members of the general public in any Community Offering. We also note that RP Financial, LC. has issued a letter to the board of directors of the Stock Holding Company and the Bank dated September 9, 2021, that the subscription rights will have no ascertainable fair market value. Finally, we note that the Service has not in the past concluded that subscription rights have value.
If the subscription rights are subsequently found to have a fair market value, income may be recognized by various recipients of the subscription rights (in certain cases, whether or not the rights are exercised) and the Stock Holding Company and/or the Stock Bank may be taxable on the distribution of the subscription rights.
We do not express any opinion as to the availability of any equitable or specific remedy upon any breach of any of the covenants, warranties or other provisions contained in any agreement. We have not examined, and we express no opinion with respect to the applicability of, or liability under, any Federal, state or local law, ordinance, or regulation other than as expressed above.
It is expressly understood that the opinions set forth above represent our conclusions based upon the documents reviewed by us and the facts presented to us. Any material amendments to such documents or changes in any significant fact would affect the opinions expressed herein.
We have not been asked to, and we do not, render any opinion with respect to any matters other than those expressly set forth above.
We hereby consent to the filing of this opinion as an exhibit to the Banks Form FR MM-10(o)-1, Notice of Mutual Holding Company Reorganization the Stock Holding Companys FR MM-10(o)-2, Application for Approval of a Stock Issuance by a Subsidiary Holding Company of
LUSE GORMAN, PC
Attorneys at Law
Boards of Directors
Colonial Federal Savings Bank
CFSB Bancorp, Inc. (in formation)
15 Beach, MHC (in formation)
September 9, 2021
Page 10
a Mutual Holding Company, each as filed with the Board of Governors of the Federal Reserve System, and to the Stock Holding Companys Registration Statement on Form S-1 as filed with the SEC. We also consent to the references to our firm in the Prospectus contained in the Forms FR MM-10(o)-1/FR MM-10(o)-2, and S-1 under the captions The Reorganization and OfferingMaterial Income Tax Consequences and Legal and Tax Matters, and to the summarization of our opinion in such Prospectus.
Very truly yours, |
/s/ Luse Gorman, PC |
LUSE GORMAN, PC |
Exhibit 8.2
September 9, 2021
Board of Directors
Colonial Federal Savings Bank
15 Beach Street
Quincy, Massachusetts 02170
Dear Board Members:
We have been requested by Colonial Federal Savings Bank, a federally-chartered mutual savings bank (the Bank), 15 Beach, MHC, a to-be-formed federally-chartered mutual holding company (the Mutual Holding Company), and CFSB Bancorp, Inc., a to-be-formed federally-chartered subsidiary holding company authorized to issue capital stock (the Stock Holding Company), to express our opinions concerning certain Massachusetts income tax matters relating to the reorganization of the Bank from a mutual savings bank to the mutual holding company form of organization (all steps in the reorganization are collectively referred to herein as the Reorganization) pursuant to the Banks Plan of Reorganization From a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan (the Plan of Reorganization) adopted by the Board of Directors on September 8, 2021. Concurrently with the Reorganization, the Stock Holding Company will offer for sale less than 50.0% of its to-be-outstanding shares of Common Stock on a priority basis to depositors of the Bank and Tax-Qualified Employee Plans of the Bank, with any remaining shares offered to the public in a Community Offering. Unless otherwise defined, all terms used herein have the meanings given to those terms in the Plan of Reorganization.
In connection with our opinion, we have relied upon the accuracy of the factual matters set forth in the Plan of Reorganization.
In rendering the opinion set forth below, we have relied on the opinion of Luse Gorman, PC related to the Federal tax consequences of the proposed Reorganization (the Federal Tax Opinion), without undertaking to verify the same by independent investigation.
We are also relying on certain representations as to factual matters provided to Luse Gorman, PC by the Bank, as set forth in the certificate signed by an authorized officer of the Bank. We have made such investigations as we have deemed relevant or necessary for the purpose of this opinion. In connection therewith, we have examined the Plan of Reorganization and certain other documents of or relating to the Reorganization, some of which are described or referred to in the Plan of Reorganization and which we deemed necessary to examine in order to issue the opinions set forth below.
Board of Directors
Colonia Federal Savings Bank
September 9, 2021
Page 2
In issuing our opinions, we have assumed that the Plan of Reorganization has been duly and validly authorized and has been approved and adopted by the Board of Directors of the Bank at a meeting duly called and held; that the Bank will comply with the terms and conditions of the Plan of Reorganization; and that the various representations and warranties that are provided to us are accurate, complete, true and correct. Accordingly, we express no opinion concerning the effect, if any, of variations from the foregoing. We specifically express no opinion concerning tax matters relating to the Plan of Reorganization except on the basis of the documents and assumptions described above.
In rendering our opinions, we have assumed that the persons and entities identified in the Plan of Reorganization will at all times comply with the requirements of Internal Revenue Code (IRC, the Code or Section) Sections 368(a)(1)(A) and 368(a)(2)(D), the other applicable state and Federal laws and the representations of the Bank. In addition, we have assumed that the activities of the persons and entities identified in the Plan of Reorganization will be conducted strictly in accordance with the Plan of Reorganization. Any variations may affect the opinions we are rendering.
We emphasize that the outcome of litigation cannot be predicted with certainty and, although we have attempted in good faith to opine as to the probable outcome of the merits of each tax issue with respect to which an opinion was requested, there can be no assurance that our conclusions are correct or that they would be adopted by the Massachusetts Department of Revenue or a court.
STATEMENT OF FACTS/DESCRIPTION OF THE PROPOSED TRANSACTIONS
The Bank is a federally-chartered mutual savings bank headquartered in Quincy, Massachusetts. The Banks principal executive office is located at 15 Beach Street, Quincy, Massachusetts 02170. The Bank has, and the Mutual Holding Company and Stock Holding Company will have, a June 30 fiscal year end for financial reporting purposes and currently files its tax returns on a December 31 calendar year basis.
As a federally-chartered mutual savings bank, the Bank has no capital stock. Instead, depositors of the Bank possess the right (i) to share in the Banks current earnings (which is in the nature of the right to receive interest on deposits); and (ii) upon liquidation of the Bank, to share in any surplus remaining after all of the Banks liabilities have been satisfied. A depositors rights terminate when the depositors account is closed.
On September 8, 2021, the board of directors of the Bank adopted the Plan of Reorganization. For what are represented to be valid business purposes, the Banks board of directors has decided to reorganize the Bank into a mutual holding company structure. The following steps are proposed:
(i) |
The Bank will organize an interim stock savings bank (the Interim Bank), as a wholly-owned subsidiary; |
Board of Directors
Colonia Federal Savings Bank
September 9, 2021
Page 3
(ii) |
By means of a purchase and assumption agreement, the Bank will transfer all of its assets, other than $100,000 in cash, and all of its liabilities to the Interim Bank, which will become the Stock Bank (the 351 Transaction); |
(iii) |
The Bank will amend its charter and bylaws so as to become the Mutual Holding Company; |
(iv) |
The Mutual Holding Company will organize the Stock Holding Company, as a wholly-owned subsidiary; |
(v) |
The Mutual Holding Company will transfer $1,000 in cash and all of the common stock of the Stock Bank to the Stock Holding Company in exchange for 100 shares of common stock of the Stock Holding Company (the Secondary 351 Transaction). |
(vi) |
Contemporaneously with the reorganization of the Bank into the mutual holding company structure, including its conversion into the Mutual Holding Company, the organization of the Stock Holding Company and the Stock Bank, the Stock Holding Company will offer less than 50.0% of its to-be-outstanding Common Stock in the Subscription Offering and, if applicable, the Community Offering. |
Collectively, the above steps (i) through (vi) are referred to as the Reorganization. Those persons who, as of the effective date of the Reorganization (the Effective Date), hold depository rights with respect to Bank will thereafter have such rights solely with respect to the Stock Bank. Each deposit account with the Bank at the time of the Effective Date will become a deposit account in the Stock Bank in the same amount and upon the same terms and conditions. Following the completion of the Reorganization, all depositors who had membership rights with respect to the Bank immediately prior to the Reorganization will continue to have such rights solely with respect to the Mutual Holding Company, so long as they continue to hold deposit accounts with the Stock Bank. All new depositors of the Stock Bank after the completion of the Reorganization will have ownership rights solely with respect to the Mutual Holding Company, so long as they continue to hold deposit accounts with the Stock Bank.
Following the Reorganization, the Stock Holding Company will have the power to issue shares of capital stock (including common and preferred stock) to persons other than the Mutual Holding Company. So long as the Mutual Holding Company is in existence, however, it must own a majority of the outstanding voting stock of the Stock Holding Company. The Stock Holding Company may issue any amount of non-voting stock to persons other than Mutual Holding Company. No such non-voting stock will be issued as of the date of the Reorganization.
LUSE GORMAN, PC FEDERAL OPINION
Luse Gorman, PC (Counsel) has provided an opinion that addresses the material federal income tax consequences of the Reorganization. The opinion concluded, as follows:
Board of Directors
Colonia Federal Savings Bank
September 9, 2021
Page 4
1. The conversion of the Bank to the Mutual Holding Company will qualify as a reorganization under Section 368(a)(1)(F).
2. The transfer by the Bank of substantially all of its assets and all of its liabilities to the Stock Bank solely in exchange for voting common stock of the Stock Bank qualifies as an exchange under Code Section 351 and the Bank will recognize no gain or loss upon the transfer of substantially all of its assets and all of its liabilities solely in exchange for such voting common stock.
3. The Banks holding period in the common stock of the Stock Bank received in the Reorganization will include the holding period during which the property exchanged was held (Code Section 1223(1)).
4. The Bank will recognize no income with respect to its bad debt reserve established under Code Section 593. Cf. Nash v. United States, 398 U.S. 1 (1970).
5. The Stock Bank will recognize no gain or loss upon its receipt of property from the Bank in exchange for its stock (Code Section 1032(a)).
6. The Stock Banks basis in the property received from the Bank will be the same as the basis of such property in the hands of the Bank immediately prior to the Reorganization. (Code Section 362(a)).
7. The Stock Banks holding period for the property received from the Bank will include the period during which such property was held by the Bank (Code Section 1223(2)).
8. The Bank members will recognize no gain or loss by reason of the Reorganization.
9. No gain or loss shall be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members of Bank upon the issuance to them of withdrawable deposit accounts in Stock Bank plus liquidation rights with respect to the Mutual Holding Company, in exchange for their deposit accounts in the Bank or to the other depositors on the issuance to them of withdrawable deposit accounts (Code Section 354(a)).
10. It is more likely than not that the fair market value of the subscription rights to purchase shares of Common Stock is zero. Accordingly, no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members upon the distribution to them of the nontransferable subscription rights to purchase shares of Common Stock. Gain realized, if any, by the Eligible Account Holders, Supplemental Eligible Account Holders and Other Members on the distribution to them of nontransferable subscription rights to purchase shares of Common Stock will be recognized but only in an amount not in excess of the fair market value of such subscription rights. (Code Section 356(a)). Eligible Account Holders,
Board of Directors
Colonia Federal Savings Bank
September 9, 2021
Page 5
Supplemental Eligible Account Holders and Other Members will not realize any taxable income as a result of the exercise by them of the nontransferable subscription rights (Rev. Rul. 56-572, 1956- 2 C.B. 182).
11. The basis of the deposit accounts in the Stock Bank to be received by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members of the Bank will be the same as the basis of their deposit accounts in the Bank surrendered in exchange therefor. (Code Section 358(a)(1)). The basis of the interests in the liquidation rights in the Mutual Holding Company to be received by Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members of the Bank shall be zero (Rev. Rul. 71-233, 1971-1 C.B. 113).
12. The Mutual Holding Company and the persons who purchased shares of Common Stock in the Subscription Offering and any Community Offering will recognize no gain or loss upon the transfer of Stock Bank stock and cash to the Stock Holding Company in exchange for stock in the Stock Holding Company (Code Section 351(a)).
13. The Stock Holding Company will recognize no gain or loss on its receipt of Stock Bank stock and cash in exchange for Common Stock (Code Section 1032(a)).
14. The Mutual Holding Companys basis in the Common Stock received in the Secondary 351 Transaction will be the same as its basis in the Stock Bank stock transferred (Code Section 358(a)(1)).
15. The Mutual Holding Companys holding period in the Common Stock received will include the period during which it held the common stock of the Stock Bank, provided that the property was a capital asset on the date of the exchange (Code Section 1223(1)).
16. The Stock Holding Companys basis in the stock of the Stock Bank received from the Mutual Holding Company will be the same as the basis of such property in the hands of the Mutual Holding Company (Code Section 362(a)).
17. The Stock Holding Companys holding period for the Stock Bank stock received from the Mutual Holding Company will include the period during which the property was held by the Mutual Holding Company (Code Section 1223(2)).
18. It is more likely than not that the basis of the Common Stock to its stockholders will be the purchase price thereof. (Code Section 1012). The holding period of the Common Stock purchased pursuant to the exercise of subscription rights shall commence on the date on which the right to acquire the stock was exercised (Code Section 1223(6)).
Board of Directors
Colonia Federal Savings Bank
September 9, 2021
Page 6
MASSACHUSETTS TAX OPINION
In issuing the opinions set forth below, we have referred solely to existing provisions of the Internal Revenue Code of 1986, as amended (the Code), existing and proposed Treasury regulations (Treasury Regulations) thereunder, and upon current Internal Revenue Service (the Service) administrative rulings, notices and procedures and court decisions. Such laws, regulations, administrative rulings, notices and procedures and court decisions are subject to change at any time. Any such change could affect the continuing validity of the opinions set forth below. This opinion is as of the date hereof, and we disclaim any obligation to advise you of any change in any matter considered herein after the date hereof.
Additionally, the discussions and conclusions set forth below are based on Massachusetts General Laws (MGL), the regulations promulgated thereunder and existing administrative and judicial interpretations thereof as of the date of this letter, all of which are subject to change. Any such change could affect the continuing validity of the opinion set forth below. This opinion is as of the date hereof, and we disclaim any obligation to advise you of any change in any matter considered herein after the date hereof.
Our opinions are not binding on the Massachusetts Department of Revenue (the Department) and the Department may disagree with the opinions contained herein. Although we believe our opinion will be sustained if challenged, there can be no assurances to this effect. Because the opinions expressed herein are based upon current tax law, future changes in Massachusetts tax laws, regulations, rulings or case law may affect the tax consequences relating to the Plan of Reorganization. However, we have no responsibility to update this opinion for events, transactions or circumstances occurring after the date of this letter.
The Bank is subject to the Massachusetts Financial Institution Excise Tax under MGL Chapter 63 Sections 1, 2 and 2A. At the effective time of the Reorganization, Stock Bank, Stock Holding Company, and MHC will be subject to same. However, the MHC or Stock Holding Company may elect to be classified as a security corporation pursuant to MGL Chapter 63, Section 38B(b).
MGL Chapter 63 Section 2(a) provides that every financial institution engaged in business in the commonwealth shall pay an excise measured by its net income. Net income is defined in MGL Chapter 63 Section 1 as gross income less deductions allowed by the Internal Revenue Code, as amended and in effect for the taxable year, with enumerated modifications. Such modifications are not relevant to this Opinion. By adopting the federal Internal Revenue Code, Massachusetts has conformed its treatment of corporate reorganizations to the federal treatment.
Accordingly, based upon the facts and representations stated herein and the existing law, it is the opinion of Wolf & Company, P.C. regarding the Massachusetts Financial Institution Excise and tax effects of the Plan that:
Board of Directors
Colonia Federal Savings Bank
September 9, 2021
Page 7
1. For purposes of Massachusetts General Laws, chapter 63, sections 1, 2 and 2A, no gross income, gain or loss will be recognized by the Bank, the MHC, or the Stock Holding Company as a result of the transactions contemplated by the Plan of Reorganization;
2. The Stock Holding Companys basis in the stock of Stock Bank received in the transaction will be the same as the basis of the property transferred in exchange therefor, reduced by the sum of the liabilities assumed by the Stock Bank or to which assets transferred are taken subject;
3. The Stock Holding Companys holding period for the common stock of the Stock Bank received in the transaction will include the period during which the property exchanged was held by the Stock Holding Company;
4. The Stock Holding Companys holding period for the Stock Bank stock received from the MHC will include the period during which the property was held by the MHC;
5. The Stock Banks holding period in the assets received from the Bank in the Reorganization will include the period during which the assets were held by the Bank;
6. No gross income, gain or loss will be recognized by the depositors of the Bank on the receipt of equity interests in the Stock Holding Company in exchange for their equity interests in the Bank;
7. Each depositors aggregate basis, if any, in the Stock Holding Company equity interest received in the Reorganization will equal the aggregate basis, if any, of each depositors equity interest in the Bank; and
8. A depositors holding period in the Stock Holding Company equity interest received in the Reorganization will include the period during which the Bank equity interest surrendered in exchange therefor was held.
9. The Stock Holding Company will recognize no gain or loss on its receipt of Stock Bank stock and cash in exchange for Stock Holding Company Common Stock.
10. The MHCs basis in the Stock Holding Company Common Stock received in the Reorganization will be the same as its basis in the Stock Bank stock transferred.
11. The MHC and the persons who purchased Common Stock of the Stock Holding Company in the Subscription Offering and any Community Offering will recognize no gain or loss upon the transfer of Stock Bank stock and cash, respectively, to the Stock Holding Company in exchange for stock in the Stock Holding Company.
CONCLUSION
The opinions contained herein are rendered only with respect to the specific matters discussed herein and we express no opinion with respect to any other legal, Federal, state, or local tax aspect of these transactions. This opinion is not binding upon any tax authority including the Massachusetts Department of Revenue or any court and no assurance can be given that a position contrary to that expressed herein will not be asserted by a tax authority.
Board of Directors
Colonia Federal Savings Bank
September 9, 2021
Page 8
The opinions set forth above represent our conclusions as to the application of existing Massachusetts income tax law to the facts of the instant transaction, and we can give no assurance that changes in such law, or in the interpretation thereof, will not affect our opinions.
It is expressly understood that the opinions set forth above represent our conclusions based upon the documents reviewed by us and the facts presented to us. Any material amendments to such documents or changes in any significant fact could affect the opinions expressed herein.
We have not been asked to, and we do not, render any opinion with respect to any matters other than those expressly set forth above. This opinion is rendered solely for the benefit of the MHC, Stock Holding Company, the Stock Bank and the Bank in connection with the proposed transactions described herein, and may not be delivered to or relied upon by any other person or entity without our express written consent, except that we consent to the inclusion of this opinion as part of the Banks Notice of Mutual Holding Company Reorganization.
CIRCULAR 230
This communication is not federal tax written advice. To the extent that this letter includes any tax advice, it is not intended or written to be used by the recipient or any other party for the purpose of avoiding penalties that may be imposed by the Internal Revenue Code.
We hereby consent to the filing of this opinion as an exhibit to the Banks Form FR MM-10(o)-1, Notice of Mutual Holding Company Reorganization the Stock Holding Companys FR MM-10(o)-2 and Application for Approval of a Stock Issuance by a Subsidiary Holding Company of a Mutual Holding Company, each as filed with the Board of Governors of the Federal Reserve System, and to the Stock Holding Companys Registration Statement on Form S-1 as filed with the SEC. We also consent to the references to our firm in the Prospectus contained in the Forms FR MM-10(o)-1/FR MM-10(o)-2, and S-1 under the captions The Reorganization and Offering Material Income Tax Consequences and Legal and Tax Matters, and to the summarization of our opinion in such Prospectus.
Very truly yours,
Wolf & Company, P.C.
Exhibit 10.1
AMENDED AND RESTATED
COLONIAL FEDERAL SAVINGS BANK
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the Agreement), made effective as of the 1st day of July, 2021, by and between COLONIAL FEDERAL SAVINGS BANK, a federally chartered savings bank (the Bank), and Michael E. McFarland (Executive) constitutes an amendment and restatement of the employment agreement previously entered into by and between the Bank and Executive. As used in this Agreement, the term Company shall refer to any holding company of the Bank and any successor to a holding company of the Bank.
WHEREAS, Executive serves in a position of substantial responsibility, and
WHEREAS, the Bank wishes to assure Executives continued services for the term of this Agreement; and
WHEREAS, Executive is willing to serve in the employ of the Bank during the term of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and upon the other terms and conditions provided for in this Agreement, the parties hereby agree as follows:
1. Employment. The Bank will employ Executive as President and Chief Executive Officer. Executive will perform all duties and shall have all powers commonly incident to his position, or which, consistent with his position, the Board of Directors of the Bank (the Board) delegates to Executive. Executive also agrees to serve, if elected, as an officer and/or director of any subsidiary or affiliate of the Bank and to carry out the duties and responsibilities reasonably appropriate to those offices.
2. Location and Facilities. The Bank will furnish Executive with the working facilities and staff customary for executive officers with the titles and duties set forth in Section 1 and as are necessary for his to perform his duties. The location of such facilities and staff shall be at the principal administrative offices of the Bank, or at such other site or sites customary for such offices.
3. Term.
a. |
The term of this Agreement shall include: (i) the initial term, consisting of the period commencing on the date of this Agreement (the Effective Date) and ending on the third anniversary of the Effective Date, plus (ii) any and all extensions of the initial term made pursuant to this Section 3. |
b. |
Commencing on the first anniversary of the Effective Date and continuing on each anniversary of the Effective Date thereafter (each, an Anniversary Date), the disinterested members of the Board may extend the Agreement term for an additional year, so that the remaining term of the Agreement again becomes thirty-six (36) months, unless Executive elects not to extend the term of this Agreement by giving written notice in accordance with Section 17 of this Agreement. The Board will review the Agreement and Executives performance annually for purposes of determining whether to extend the Agreement term and will include |
the rationale and results of its review in the minutes of its meeting. The Board will notify Executive as soon as possible after its annual review whether it has determined to extend the Agreement. |
c. |
Notwithstanding the foregoing, in the event the Company or the Bank has entered into an agreement to effect a transaction that would be considered a Change in Control, as defined below, then the term of this Agreement shall be extended and shall terminate no sooner than 24 months following the date on which the Change in Control occurs. |
4. Base Compensation.
a. |
For his services as President and Chief Executive Officer, the Bank agrees to pay Executive an annual base salary at the rate of $305,351.00 per year, payable in accordance with customary payroll practices. |
b. |
During the term of this Agreement, the Board will review the level of Executives base salary at least annually, based upon factors deemed relevant, in order to determine Executives base salary through the remaining term of the Agreement. |
5. Bonuses. Executive will participate in discretionary bonuses or other incentive compensation programs that the Bank may sponsor for or award from time to time to senior management employees.
6. Benefit Plans. Executive will participate in life insurance, medical, dental, pension, profit sharing, retirement and other programs and arrangements that the Bank may sponsor or maintain for the benefit of its employees.
7. Vacations and Leave.
a. |
Executive may take vacations and other leave in accordance with the Banks policy for senior executives, or otherwise as approved by the Board. |
b. |
In addition to paid vacations and other leave, the Board may grant Executive a leave or leaves of absence, with or without pay, at such time or times and upon such terms and conditions as the Board, in its discretion, may determine. |
8. Expense Payments and Reimbursements. The Bank will reimburse Executive for all reasonable out-of-pocket business expenses incurred in connection with his services under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Bank. Notwithstanding anything to the contrary herein, such reimbursements shall be made no later than the end of the calendar year immediately following the calendar year in which the expense was incurred.
9. Loyalty and Confidentiality.
a. |
During the term of this Agreement, Executive will devote all his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement; provided, however, that from time to time, Executive may serve on the boards of directors of, and hold any other offices or positions in, companies or |
2
organizations that will not present any conflict of interest with the Bank or any of its subsidiaries or affiliates, unfavorably affect the performance of Executives duties pursuant to this Agreement, or violate any applicable statute or regulation. Executive will not engage in any business or activity contrary to the business affairs or interests of the Bank or any of its subsidiaries or affiliates. |
b. |
Nothing contained in this Agreement will prevent or limit Executives right to invest in the capital stock or other securities or interests of any business dissimilar from that of the Bank, or, solely as a passive, minority investor, in any business. |
c. |
Executive agrees to maintain the confidentiality of any and all information concerning the operations or financial status of the Bank; the names or addresses of any of its borrowers, depositors and other customers; any information concerning or obtained from such customers; and any other information concerning the Bank or its subsidiaries or affiliates to which she may be exposed during the course of his employment. Executive further agrees that, unless required by law or specifically permitted by the Board in writing, she will not disclose to any person or entity, either during or subsequent to his employment, any of the above-mentioned information which is not generally known to the public, nor will she use the information in any way other than for the benefit of the Bank. |
10. Termination and Termination Pay. Subject to Section 11 of this Agreement, Executives employment under this Agreement may be terminated in the following circumstances:
a. |
Death. Executives employment under this Agreement will terminate upon his death during the term of this Agreement, in which event Executives estate will receive the compensation due to Executive through the last day of the calendar month in which his death occurred. |
b. |
Retirement. This Agreement will terminate upon Executives retirement under the retirement benefit plan or plans in which she participates pursuant to Section 6 of this Agreement or otherwise. |
c. |
Disability. |
i. |
The Board or Executive may terminate Executives employment after having determined Executive has a Disability. For purposes of this Agreement, Disability means a physical or mental infirmity that impairs Executives ability to substantially perform his duties under this Agreement and results in Executive becoming eligible for long term disability benefits under any long-term disability plans of the Bank (or, if no such plans exist, that impairs Executives ability to substantially perform his duties under this Agreement for a period of one hundred eighty (180) consecutive days). The Board will determine whether or not Executive is and continues to be permanently disabled for purposes of this Agreement in good faith, based upon competent medical advice and other factors that the Board reasonably believes to be relevant. As a condition to any benefits, the Board may require Executive to submit to physical or mental evaluations and tests as the Board or its medical experts deem reasonably appropriate. |
3
ii. |
In the event of his Disability, Executive will no longer be obligated to perform services under this Agreement. The Bank will pay Executive, as Disability pay, an amount equal to one hundred percent (100%) of Executives rate of base salary in effect as of the date of his termination of employment due to Disability. The Bank will make Disability payments on a monthly basis commencing on the first day of the month following the effective date of Executives termination of employment due to Disability and ending on the earlier of: (A) the date she returns to full-time employment at the Bank in the same capacity as she was employed prior to his termination for Disability; (B) his death; (C) his attainment of age 65 or (D) the date this Agreement would have expired had Executives employment not terminated by reason of Disability. Notwithstanding the foregoing, for purposes of Executives receipt of benefits under this Section 10.c.ii. hereof, Executives Disability must conform to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (Code). The Bank will reduce Disability payments by the amount of any short- or long-term disability benefits payable to Executive under any other disability programs sponsored by the Bank. In addition, during any period of Executives Disability, the Bank will continue to provide Executive and his dependents, to the greatest extent possible, with continued coverage under all benefit plans (including, without limitation, retirement plans and medical, dental and life insurance plans) in which Executive and/or his dependents participated prior to his Disability on the same terms as if she remained actively employed by the Bank. |
d. |
Termination for Cause. |
i. |
The Board may, by written notice to Executive in the form and manner specified in this paragraph, immediately terminate his employment at any time for Cause. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause, except for already vested benefits. Termination for Cause shall mean termination because of Executives: |
(1) |
Personal dishonesty; |
(2) |
Incompetence; |
(3) |
Willful misconduct; |
(4) |
Breach of fiduciary duty involving personal profit; |
(5) |
Intentional failure to perform stated duties; |
(6) |
Willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; or |
(7) |
Material breach of any provision of this Agreement. |
ii. |
Notwithstanding the foregoing, Executives termination for Cause will not become effective unless the Bank has delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board, at a meeting of the Board called and held for the purpose of finding that (after reasonable notice to Executive and an opportunity for Executive to be heard before the Board with counsel) Executive was guilty of the conduct described above and specifying the particulars of this conduct. |
4
e. |
Voluntary Termination by Executive. In addition to his other rights to terminate under this Agreement, Executive may voluntarily terminate employment during the term of this Agreement upon at least sixty (60) days prior written notice to the Board. Upon Executives voluntary termination, she will receive only his compensation and vested rights and benefits through the date of his termination. Following his voluntary termination of employment under this Section 10(e), Executive will be subject to the restrictions set forth in Section 10(g) of this Agreement for a period of one (1) year from his termination date. |
f. |
Without Cause or With Good Reason. |
i. |
In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination Without Cause) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting Good Reason, as defined below (a termination With Good Reason). |
ii. |
Subject to Section 11 of this Agreement, in the event of termination under this Section 10(f), Executive will receive his base salary as of his termination date for the remaining term of the Agreement, with such amount paid in one lump sum within ten (10) calendar days of his termination. Executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during the same period. If the Bank cannot provide such coverage for the remaining term of the Agreement because Executive is no longer an employee or because providing such coverage would result in excise taxes or penalties to the Bank, the Bank will provide Executive with comparable coverage on an individual policy basis or shall provide the cash equivalent. |
iii. |
Good Reason exists if, without Executives express written consent, the Bank materially breaches any of its obligations under this Agreement. Without limitation, such a material breach will occur upon any of the following: |
(1) |
A material reduction in Executives responsibilities or authority in connection with his employment with the Bank (other than a reduction resulting from the change in Executives position described in Section 1 of this Agreement); |
(2) |
Assignment to Executive of duties of a non-executive nature or duties for which she is not reasonably equipped by his skills and experience (excluding any change in duties resulting from the change in Executives position described in Section 1 of this Agreement); |
5
(3) |
Failure of Executive to be nominated or renominated to the Board to the extent Executive is a Board member prior to the Effective Date; |
(4) |
A reduction in salary or benefits contrary to the terms of this Agreement (other than a reduction resulting from the change in Executives position described in Sections 1 and 4 of this Agreement), or, following a Change in Control as defined in Section 11 of this Agreement, any reduction in salary or material reduction in benefits below the amounts Executive was entitled to receive prior to the Change in Control; |
(5) |
Termination of incentive and benefit plans, programs or arrangements, or reduction of Executives participation, that is not applicable to other similarly situated participants and to such an extent as to materially reduce their aggregate value below their aggregate value as of the Effective Date; |
(6) |
A requirement that Executive relocate his principal business office or his principal place of residence outside of the area consisting of a thirty-five (35) mile radius from the current main office and any branch of the Bank, or the assignment to Executive of duties that would reasonably require such a relocation; or |
(7) |
Liquidation or dissolution of the Bank. |
Upon the occurrence of any of the above, Executive can terminate for Good Reason and receive a payment under Section 10.f.ii, subject to the following. Prior to any termination of employment for Good Reason, Executive must first follow a Good Reason Process by providing to the Board a written a notice of termination for Good Reason within ninety (90) days following the initial existence of the Good Reason condition, describing with particularity the existence of such condition. The Bank shall thereafter have the right to remedy the condition within thirty (30) days of the date the Board receives the written notice from Executive, but may waive its right to cure and permit the Executive to terminate prior to the end of the thirty (30) day period. If the Bank remedies the condition within such thirty (30) day cure period, then Good Reason shall not be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then Executive shall be entitled to terminate employment and receive the payments and benefits set forth in Section 10.f.ii.
iv. |
Notwithstanding the foregoing, a reduction or elimination of Executives benefits under one or more benefit plans, programs or arrangements maintained by the Bank as part of a good faith, overall reduction or elimination of such plans or benefits, applicable to all participants in a manner that does not discriminate against Executive (except as such |
6
discrimination may be necessary to comply with law), will not constitute an event of Good Reason or a material breach of this Agreement, provided that benefits of the same type or to the same general extent as those offered under such plans prior to the reduction or elimination are not available to other officers of the Bank or any affiliate under a plan or plans in or under which Executive is not entitled to participate. |
g. |
Continuing Covenant Not to Compete or Interfere with Relationships. Regardless of anything herein to the contrary, following a termination by the Bank or Executive pursuant to Section 10(e) or 10(f): |
i. |
Executives obligations under Section 9(c) of this Agreement will continue in effect; and |
ii. |
During the period ending on the first anniversary of such termination, Executive will not serve as an officer, director or employee of any bank holding company, bank, savings association, savings and loan holding company, mortgage company or other financial institution that offers products, or services competing with those offered by the Bank from any office within thirty-five (35) miles from the main office or any branch of the Bank and, further, Executive will not interfere with the relationship of the Bank, its subsidiaries or affiliates and any of their employees, agents, or representatives; provided, however, this Section 10.g.ii. shall not apply following a Change in Control of the Bank or the Company. |
h. |
To the extent Executive is a member of the Board on the date of termination of employment with the Bank, Executive will resign from the Board immediately following such termination of employment with the Bank. Executive will be obligated to tender this resignation regardless of the method or manner of termination, and such resignation will not be conditioned upon any event or payment. |
11. Termination in Connection with a Change in Control.
a. |
For purposes of this Agreement, the term Change in Control means: (i) a change in the ownership of the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the ownership of a substantial portion of the assets of the Corporation as defined in accordance with Code Section 409A. For purposes of this Section 11.a., the term Corporation is defined to include the Bank, the Company or any of their successors, as applicable. |
i. |
A change in the ownership of the Corporation occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such Corporation. |
ii. |
A change in the effective control of the Corporation occurs on the date that either (A) any one person, or more than one person acting as a group (as |
7
defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing 30 percent or more of the total voting power of the stock of the Corporation, or (B) a majority of the members of the board(s) of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board(s) of directors prior to the date of the appointment or election, provided that this subsection (B) is inapplicable where a majority stockholder of the Corporation is another corporation. |
iii. |
A change in a substantial portion of the Corporations assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (A) all of the assets of the Corporation, or (B) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. |
For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.
Notwithstanding anything herein to the contrary, a Change in Control will not be deemed to have occurred for purposes of this Agreement in connection with the Banks mutual holding company reorganization and/or minority stock offering of the Company. Similarly, a Change in Control for purposes of this Agreement will not be deemed to have occurred in the event of a second-step conversion of the Banks mutual holding company from mutual-to-stock form and/or contemporaneous stock offering of a newly-formed stock holding company.
i. |
There occurs a Change in Control of the Bank, as defined or determined by either the Banks primary federal regulator or under regulations promulgated by such regulator; |
ii. |
As a result of, or in connection with, any merger or other business combination, sale of assets or contested election, the persons who were non-employee directors of the Bank before such transaction or event cease to constitute a majority of the Board of Directors of the Bank or any successor to the Bank; |
iii. |
The Bank transfers all or substantially all of its assets to another corporation or entity which is not an affiliate of the Bank; |
iv. |
The Bank is merged or consolidated with another corporation or entity and, as a result of such merger or consolidation, less than sixty percent (60%) of the equity interest in the surviving or resulting corporation is owned by the former shareholders or depositors of the Bank; or |
8
v. |
The Bank sells or transfers more than a fifty percent (50%) equity interest in the Bank to another person or entity which is not an affiliate of the Bank, excluding a sale or transfer to a person or persons who are employed by the Bank. |
Notwithstanding anything in this Agreement to the contrary, in no event shall the conversion of the Bank from mutual to stock form (including, without limitation, through the formation of a stock holding company) or the reorganization of the Bank into the mutual holding company form of organization constitute a Change in Control for purposes of this Agreement.
b. |
Termination. If within the period ending two (2) years after a Change in Control, (i) the Bank terminates Executives employment without Cause, or (ii) Executive voluntarily terminates his employment with Good Reason (after following the Good Reason Process set forth in Section 10.f.iii. above), the Bank will, within ten calendar days of the termination of Executives employment, make a lump sum cash payment to his equal to three times the average amount reported in Box 5 on Executives Forms W-2, plus (i) Executives share of non-taxable premiums paid for medical and dental insurance and (ii) deductions taken to from Executives compensation to fund Executives Flexible Spending Account, for the five calendar year preceding the year of Executives termination of employment or preceding the year in which the Change in Control occurs, whichever is greater. The cash payment made under this Section 11(b) shall be made in lieu of any payment also required under Section 10(f) of this Agreement because of Executives termination of employment; however, Executives rights under Section 10(f) are not otherwise affected by this Section 11. Following termination of employment, executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage upon terms no less favorable than the most favorable terms (including cost-sharing arrangements) provided to senior executives. If the Bank cannot provide such coverage because Executive is no longer an employee or providing such coverage would result in excise taxes or penalties to the Bank, the Bank will provide Executive with comparable coverage on an individual basis or the cash equivalent. The medical, dental and life insurance coverage provided under this Section 11(b) shall cease upon the earlier of: (i) Executives death; (ii) Executives employment by another employer other than one of which she is the majority owner; or (iii) thirty-six (36) months after his termination of employment. |
c. |
The provisions of Section 11 and Sections 13 through 24, including the defined terms used in such sections, shall continue in effect until the later of the expiration of this Agreement or two years following a Change in Control. |
12. Indemnification and Liability Insurance.
a. |
Indemnification. The Bank agrees to indemnify Executive (and his heirs, executors, and administrators), and to advance expenses related to this indemnification, to the fullest extent permitted under applicable law and regulations against any and |
9
all expenses and liabilities that Executive reasonably incurs in connection with or arising out of any action, suit, or proceeding in which she may be involved by reason of his service as an officer or director of the Bank or any of its subsidiaries or affiliates (whether or not she continues to be an officer or director at the time of incurring any such expenses or liabilities). Covered expenses and liabilities include, but are not limited to, judgments, court costs, and attorneys fees and the costs of reasonable settlements, subject to Board approval, if the action is brought against Executive in his capacity as an officer or director of the Bank or any of its subsidiaries. Indemnification for expenses will not extend to matters related to Executives termination for Cause. Notwithstanding anything in this Section 12(a) to the contrary, the Bank will not be required to provide indemnification prohibited by applicable law or regulation. The obligations of this Section 12(a) will survive the term of this Agreement by a period of six (6) years. |
b. |
Insurance. During the period for which the Bank must indemnify Executive, the Bank will provide Executive (and his heirs, executors, and administrators) with coverage under a directors and officers liability policy at the Banks expense, that is at least equivalent to the coverage provided to directors and senior executives of the Bank. |
13. Reimbursement of Executives Expenses to Enforce this Agreement. The Bank will reimburse Executive for all out-of-pocket expenses, including without limitation, reasonable attorneys fees, incurred by Executive in connection with his successful enforcement of the Banks obligations under this Agreement. Successful enforcement means the grant of an award of money or the requirement that the Bank take some specified action: (i) as a result of court order; or (ii) otherwise following an initial failure of the Bank to pay money or take action promptly following receipt of a written demand from Executive stating the reason that the Bank must make payment or take action under this Agreement.
14. Injunctive Relief. Upon a breach or threatened breach of Section 10(g) of this Agreement or the prohibitions upon disclosure contained in Section 9(c) of this Agreement, the parties agree that there is no adequate remedy at law for such breach, and the Bank shall be entitled to injunctive relief restraining Executive from such breach or threatened breach, but such relief shall not be the exclusive remedy for a breach of this Agreement. The parties further agree that Executive, without limitation, may seek injunctive relief to enforce the obligations of the Bank under this Agreement.
15. Successors and Assigns.
a. |
This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Bank which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Bank. |
b. |
Since the Bank is contracting for the unique and personal skills of Executive, Executive shall not assign or delegate his rights or duties under this Agreement without first obtaining the written consent of the Bank. |
10
16. No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.
17. Notices. All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or 48 hours after mailing at any general or branch United States Post Office, by registered or certified mail, postage prepaid, addressed to the Bank at its principal business office and to Executive at his home address as maintained in the records of the Bank.
18. No Plan Created by this Agreement. Executive and the Bank expressly declare and agree that this Agreement was negotiated among them and that no provision or provisions of this Agreement are intended to, or shall be deemed to, create any plan for purposes of the Employee Retirement Income Security Act of 1974 (ERISA) or any other law or regulation, and each party expressly waives any right to assert the contrary. Any assertion in any judicial or administrative filing, hearing, or process that an ERISA plan was created by this Agreement shall be deemed a material breach of this Agreement by the party making the assertion.
19. Amendments. No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties, except as herein otherwise specifically provided.
20. Applicable Law. Except to the extent preempted by federal law, the laws of the Commonwealth of Massachusetts shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.
21. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any one provision shall not affect the validity or enforceability of the other provisions of this Agreement.
22. Headings. Headings contained in this Agreement arc for convenience of reference only.
23. Entire Agreement. This Agreement, together with any modifications subsequently agreed to in writing by the parties, shall constitute the entire agreement among the parties with respect to the foregoing subject matter, other than written agreements applicable to specific plans, programs or arrangements described in Sections 5 and 6.
24. Other Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 24, this Section 24 shall prevail.
a. |
The Banks Board of Directors may terminate Executives employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executives right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) of this Agreement. |
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b. |
Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first set forth above.
ATTEST: | COLONIAL FEDERAL SAVINGS BANK | |||
/s/ Paul N. Baharian | By: /s/ James M. OLeary, Jr. | |||
Witness | For the Entire Board of Directors |
WITNESS: | EXECUTIVE | |||
/s/ Susan Shea | By: /s/ Michael E. McFarland | |||
Michael E. McFarland |
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Exhibit 10.2
AMENDED AND RESTATED
COLONIAL FEDERAL SAVINGS BANK
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the Agreement), made effective as of the 1st day of July, 2021, by and between COLONIAL FEDERAL SAVINGS BANK, a federally chartered savings bank (the Bank), and Susan J. Shea (Executive) constitutes an amendment and restatement of the employment agreement previously entered into by and between the Bank and Executive. As used in this Agreement, the term Company shall refer to any holding company of the Bank and any successor to a holding company of the Bank.
WHEREAS, Executive serves in a position of substantial responsibility, and
WHEREAS, the Bank wishes to assure Executives continued services for the term of this Agreement; and
WHEREAS, Executive is willing to serve in the employ of the Bank during the term of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and upon the other terms and conditions provided for in this Agreement, the parties hereby agree as follows:
1. Employment. The Bank will employ Executive as Chief Operating Officer and Treasurer. Executive will perform all duties and shall have all powers commonly incident to her position, or which, consistent with her position, the Board of Directors of the Bank (the Board) delegates to Executive. Executive also agrees to serve, if elected, as an officer and/or director of any subsidiary or affiliate of the Bank and to carry out the duties and responsibilities reasonably appropriate to those offices.
2. Location and Facilities. The Bank will furnish Executive with the working facilities and staff customary for executive officers with the titles and duties set forth in Section 1 and as are necessary for her to perform her duties. The location of such facilities and staff shall be at the principal administrative offices of the Bank, or at such other site or sites customary for such offices.
3. Term.
a. |
The term of this Agreement shall include: (i) the initial term, consisting of the period commencing on the date of this Agreement (the Effective Date) and ending on the third anniversary of the Effective Date, plus (ii) any and all extensions of the initial term made pursuant to this Section 3. |
b. |
Commencing on the first anniversary of the Effective Date and continuing on each anniversary of the Effective Date thereafter (each, an Anniversary Date), the disinterested members of the Board may extend the Agreement term for an additional year, so that the remaining term of the Agreement again becomes thirty-six (36) months, unless Executive elects not to extend the term of this Agreement by giving written notice in accordance with Section 17 of this Agreement. The Board will review the Agreement and Executives performance annually for purposes of determining whether to extend the Agreement term and will include |
the rationale and results of its review in the minutes of its meeting. The Board will notify Executive as soon as possible after its annual review whether it has determined to extend the Agreement. |
c. |
Notwithstanding the foregoing, in the event the Company or the Bank has entered into an agreement to effect a transaction that would be considered a Change in Control, as defined below, then the term of this Agreement shall be extended and shall terminate no sooner than 24 months following the date on which the Change in Control occurs. |
4. Base Compensation.
a. |
For her services as Chief Operating Officer and Treasurer, the Bank agrees to pay Executive an annual base salary at the rate of $203,900.00 per year, payable in accordance with customary payroll practices. |
b. |
During the term of this Agreement, the Board will review the level of Executives base salary at least annually, based upon factors deemed relevant, in order to determine Executives base salary through the remaining term of the Agreement. |
5. Bonuses. Executive will participate in discretionary bonuses or other incentive compensation programs that the Bank may sponsor for or award from time to time to senior management employees.
6. Benefit Plans. Executive will participate in life insurance, medical, dental, pension, profit sharing, retirement and other programs and arrangements that the Bank may sponsor or maintain for the benefit of its employees.
7. Vacations and Leave.
a. |
Executive may take vacations and other leave in accordance with the Banks policy for senior executives, or otherwise as approved by the Board. |
b. |
In addition to paid vacations and other leave, the Board may grant Executive a leave or leaves of absence, with or without pay, at such time or times and upon such terms and conditions as the Board, in its discretion, may determine. |
8. Expense Payments and Reimbursements. The Bank will reimburse Executive for all reasonable out-of-pocket business expenses incurred in connection with her services under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Bank. Notwithstanding anything to the contrary herein, such reimbursements shall be made no later than the end of the calendar year immediately following the calendar year in which the expense was incurred.
9. Loyalty and Confidentiality.
a. |
During the term of this Agreement, Executive will devote all her business time, attention, skill, and efforts to the faithful performance of her duties under this Agreement; provided, however, that from time to time, Executive may serve on the boards of directors of, and hold any other offices or positions in, companies or |
2
organizations that will not present any conflict of interest with the Bank or any of its subsidiaries or affiliates, unfavorably affect the performance of Executives duties pursuant to this Agreement, or violate any applicable statute or regulation. Executive will not engage in any business or activity contrary to the business affairs or interests of the Bank or any of its subsidiaries or affiliates. |
b. |
Nothing contained in this Agreement will prevent or limit Executives right to invest in the capital stock or other securities or interests of any business dissimilar from that of the Bank, or, solely as a passive, minority investor, in any business. |
c. |
Executive agrees to maintain the confidentiality of any and all information concerning the operations or financial status of the Bank; the names or addresses of any of its borrowers, depositors and other customers; any information concerning or obtained from such customers; and any other information concerning the Bank or its subsidiaries or affiliates to which she may be exposed during the course of her employment. Executive further agrees that, unless required by law or specifically permitted by the Board in writing, she will not disclose to any person or entity, either during or subsequent to her employment, any of the above-mentioned information which is not generally known to the public, nor will she use the information in any way other than for the benefit of the Bank. |
10. Termination and Termination Pay. Subject to Section 11 of this Agreement, Executives employment under this Agreement may be terminated in the following circumstances:
a. |
Death. Executives employment under this Agreement will terminate upon her death during the term of this Agreement, in which event Executives estate will receive the compensation due to Executive through the last day of the calendar month in which her death occurred. |
b. |
Retirement. This Agreement will terminate upon Executives retirement under the retirement benefit plan or plans in which she participates pursuant to Section 6 of this Agreement or otherwise. |
c. |
Disability. |
i. |
The Board or Executive may terminate Executives employment after having determined Executive has a Disability. For purposes of this Agreement, Disability means a physical or mental infirmity that impairs Executives ability to substantially perform her duties under this Agreement and results in Executive becoming eligible for long term disability benefits under any long-term disability plans of the Bank (or, if no such plans exist, that impairs Executives ability to substantially perform her duties under this Agreement for a period of one hundred eighty (180) consecutive days). The Board will determine whether or not Executive is and continues to be permanently disabled for purposes of this Agreement in good faith, based upon competent medical advice and other factors that the Board reasonably believes to be relevant. As a condition to any benefits, the Board may require Executive to submit to physical or mental evaluations and tests as the Board or its medical experts deem reasonably appropriate. |
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ii. |
In the event of her Disability, Executive will no longer be obligated to perform services under this Agreement. The Bank will pay Executive, as Disability pay, an amount equal to one hundred percent (100%) of Executives rate of base salary in effect as of the date of her termination of employment due to Disability. The Bank will make Disability payments on a monthly basis commencing on the first day of the month following the effective date of Executives termination of employment due to Disability and ending on the earlier of: (A) the date she returns to full-time employment at the Bank in the same capacity as she was employed prior to her termination for Disability; (B) her death; (C) her attainment of age 65 or (D) the date this Agreement would have expired had Executives employment not terminated by reason of Disability. Notwithstanding the foregoing, for purposes of Executives receipt of benefits under this Section 10.c.ii. hereof, Executives Disability must conform to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (Code). The Bank will reduce Disability payments by the amount of any short- or long-term disability benefits payable to Executive under any other disability programs sponsored by the Bank. In addition, during any period of Executives Disability, the Bank will continue to provide Executive and her dependents, to the greatest extent possible, with continued coverage under all benefit plans (including, without limitation, retirement plans and medical, dental and life insurance plans) in which Executive and/or her dependents participated prior to her Disability on the same terms as if she remained actively employed by the Bank. |
d. |
Termination for Cause. |
i. |
The Board may, by written notice to Executive in the form and manner specified in this paragraph, immediately terminate her employment at any time for Cause. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause, except for already vested benefits. Termination for Cause shall mean termination because of Executives: |
(1) |
Personal dishonesty; |
(2) |
Incompetence; |
(3) |
Willful misconduct; |
(4) |
Breach of fiduciary duty involving personal profit; |
(5) |
Intentional failure to perform stated duties; |
(6) |
Willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; or |
(7) |
Material breach of any provision of this Agreement. |
ii. |
Notwithstanding the foregoing, Executives termination for Cause will not become effective unless the Bank has delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board, at a meeting of the Board called and held for the purpose of finding that (after reasonable notice to Executive and an opportunity for Executive to be heard before the Board with counsel) Executive was guilty of the conduct described above and specifying the particulars of this conduct. |
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e. |
Voluntary Termination by Executive. In addition to her other rights to terminate under this Agreement, Executive may voluntarily terminate employment during the term of this Agreement upon at least sixty (60) days prior written notice to the Board. Upon Executives voluntary termination, she will receive only her compensation and vested rights and benefits through the date of her termination. Following her voluntary termination of employment under this Section 10(e), Executive will be subject to the restrictions set forth in Section 10(g) of this Agreement for a period of one (1) year from her termination date. |
f. |
Without Cause or With Good Reason. |
i. |
In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate her employment at any time for a reason other than Cause (a termination Without Cause) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting Good Reason, as defined below (a termination With Good Reason). |
ii. |
Subject to Section 11 of this Agreement, in the event of termination under this Section 10(f), Executive will receive her base salary as of her termination date for the remaining term of the Agreement, with such amount paid in one lump sum within ten (10) calendar days of her termination. Executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during the same period. If the Bank cannot provide such coverage for the remaining term of the Agreement because Executive is no longer an employee or because providing such coverage would result in excise taxes or penalties to the Bank, the Bank will provide Executive with comparable coverage on an individual policy basis or shall provide the cash equivalent. |
iii. |
Good Reason exists if, without Executives express written consent, the Bank materially breaches any of its obligations under this Agreement. Without limitation, such a material breach will occur upon any of the following: |
(1) |
A material reduction in Executives responsibilities or authority in connection with her employment with the Bank (other than a reduction resulting from the change in Executives position described in Section 1 of this Agreement); |
(2) |
Assignment to Executive of duties of a non-executive nature or duties for which she is not reasonably equipped by her skills and experience (excluding any change in duties resulting from the change in Executives position described in Section 1 of this Agreement); |
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(3) |
Failure of Executive to be nominated or renominated to the Board to the extent Executive is a Board member prior to the Effective Date; |
(4) |
A reduction in salary or benefits contrary to the terms of this Agreement (other than a reduction resulting from the change in Executives position described in Sections 1 and 4 of this Agreement), or, following a Change in Control as defined in Section 11 of this Agreement, any reduction in salary or material reduction in benefits below the amounts Executive was entitled to receive prior to the Change in Control; |
(5) |
Termination of incentive and benefit plans, programs or arrangements, or reduction of Executives participation, that is not applicable to other similarly situated participants and to such an extent as to materially reduce their aggregate value below their aggregate value as of the Effective Date; |
(6) |
A requirement that Executive relocate her principal business office or her principal place of residence outside of the area consisting of a thirty-five (35) mile radius from the current main office and any branch of the Bank, or the assignment to Executive of duties that would reasonably require such a relocation; or |
(7) |
Liquidation or dissolution of the Bank. |
Upon the occurrence of any of the above, Executive can terminate for Good Reason and receive a payment under Section 10.f.ii, subject to the following. Prior to any termination of employment for Good Reason, Executive must first follow a Good Reason Process by providing to the Board a written a notice of termination for Good Reason within ninety (90) days following the initial existence of the Good Reason condition, describing with particularity the existence of such condition. The Bank shall thereafter have the right to remedy the condition within thirty (30) days of the date the Board receives the written notice from Executive, but may waive its right to cure and permit the Executive to terminate prior to the end of the thirty (30) day period. If the Bank remedies the condition within such thirty (30) day cure period, then Good Reason shall not be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then Executive shall be entitled to terminate employment and receive the payments and benefits set forth in Section 10.f.ii.
iv. |
Notwithstanding the foregoing, a reduction or elimination of Executives benefits under one or more benefit plans, programs or arrangements maintained by the Bank as part of a good faith, overall reduction or elimination of such plans or benefits, applicable to all participants in a manner that does not discriminate against Executive (except as such |
6
discrimination may be necessary to comply with law), will not constitute an event of Good Reason or a material breach of this Agreement, provided that benefits of the same type or to the same general extent as those offered under such plans prior to the reduction or elimination are not available to other officers of the Bank or any affiliate under a plan or plans in or under which Executive is not entitled to participate. |
g. |
Continuing Covenant Not to Compete or Interfere with Relationships. Regardless of anything herein to the contrary, following a termination by the Bank or Executive pursuant to Section 10(e) or 10(f): |
i. |
Executives obligations under Section 9(c) of this Agreement will continue in effect; and |
ii. |
During the period ending on the first anniversary of such termination, Executive will not serve as an officer, director or employee of any bank holding company, bank, savings association, savings and loan holding company, mortgage company or other financial institution that offers products, or services competing with those offered by the Bank from any office within thirty-five (35) miles from the main office or any branch of the Bank and, further, Executive will not interfere with the relationship of the Bank, its subsidiaries or affiliates and any of their employees, agents, or representatives; provided, however, this Section 10.g.ii. shall not apply following a Change in Control of the Bank or the Company. |
h. |
To the extent Executive is a member of the Board on the date of termination of employment with the Bank, Executive will resign from the Board immediately following such termination of employment with the Bank. Executive will be obligated to tender this resignation regardless of the method or manner of termination, and such resignation will not be conditioned upon any event or payment. |
11. Termination in Connection with a Change in Control.
a. |
For purposes of this Agreement, the term Change in Control means: (i) a change in the ownership of the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the ownership of a substantial portion of the assets of the Corporation as defined in accordance with Code Section 409A. For purposes of this Section 11.a., the term Corporation is defined to include the Bank, the Company or any of their successors, as applicable. |
i. |
A change in the ownership of the Corporation occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such Corporation. |
ii. |
A change in the effective control of the Corporation occurs on the date that either (A) any one person, or more than one person acting as a group (as |
7
defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing 30 percent or more of the total voting power of the stock of the Corporation, or (B) a majority of the members of the board(s) of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board(s) of directors prior to the date of the appointment or election, provided that this subsection (B) is inapplicable where a majority stockholder of the Corporation is another corporation. |
iii. |
A change in a substantial portion of the Corporations assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (A) all of the assets of the Corporation, or (B) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. |
For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.
Notwithstanding anything herein to the contrary, a Change in Control will not be deemed to have occurred for purposes of this Agreement in connection with the Banks mutual holding company reorganization and/or minority stock offering of the Company. Similarly, a Change in Control for purposes of this Agreement will not be deemed to have occurred in the event of a second-step conversion of the Banks mutual holding company from mutual-to-stock form and/or contemporaneous stock offering of a newly-formed stock holding company.
i. |
There occurs a Change in Control of the Bank, as defined or determined by either the Banks primary federal regulator or under regulations promulgated by such regulator; |
ii. |
As a result of, or in connection with, any merger or other business combination, sale of assets or contested election, the persons who were non-employee directors of the Bank before such transaction or event cease to constitute a majority of the Board of Directors of the Bank or any successor to the Bank; |
iii. |
The Bank transfers all or substantially all of its assets to another corporation or entity which is not an affiliate of the Bank; |
iv. |
The Bank is merged or consolidated with another corporation or entity and, as a result of such merger or consolidation, less than sixty percent (60%) of the equity interest in the surviving or resulting corporation is owned by the former shareholders or depositors of the Bank; or |
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v. |
The Bank sells or transfers more than a fifty percent (50%) equity interest in the Bank to another person or entity which is not an affiliate of the Bank, excluding a sale or transfer to a person or persons who are employed by the Bank. |
Notwithstanding anything in this Agreement to the contrary, in no event shall the conversion of the Bank from mutual to stock form (including, without limitation, through the formation of a stock holding company) or the reorganization of the Bank into the mutual holding company form of organization constitute a Change in Control for purposes of this Agreement.
b. |
Termination. If within the period ending two (2) years after a Change in Control, (i) the Bank terminates Executives employment without Cause, or (ii) Executive voluntarily terminates her employment with Good Reason (after following the Good Reason Process set forth in Section 10.f.iii. above), the Bank will, within ten calendar days of the termination of Executives employment, make a lump sum cash payment to her equal to three times the average amount reported in Box 5 on Executives Forms W-2, plus (i) Executives share of non-taxable premiums paid for medical and dental insurance and (ii) deductions taken to from Executives compensation to fund Executives Flexible Spending Account, for the five calendar year preceding the year of Executives termination of employment or preceding the year in which the Change in Control occurs, whichever is greater. The cash payment made under this Section 11(b) shall be made in lieu of any payment also required under Section 10(f) of this Agreement because of Executives termination of employment; however, Executives rights under Section 10(f) are not otherwise affected by this Section 11. Following termination of employment, executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage upon terms no less favorable than the most favorable terms (including cost-sharing arrangements) provided to senior executives. If the Bank cannot provide such coverage because Executive is no longer an employee or providing such coverage would result in excise taxes or penalties to the Bank, the Bank will provide Executive with comparable coverage on an individual basis or the cash equivalent. The medical, dental and life insurance coverage provided under this Section 11(b) shall cease upon the earlier of: (i) Executives death; (ii) Executives employment by another employer other than one of which she is the majority owner; or (iii) thirty-six (36) months after her termination of employment. |
c. |
The provisions of Section 11 and Sections 13 through 24, including the defined terms used in such sections, shall continue in effect until the later of the expiration of this Agreement or two years following a Change in Control. |
12. Indemnification and Liability Insurance.
a. |
Indemnification. The Bank agrees to indemnify Executive (and her heirs, executors, and administrators), and to advance expenses related to this indemnification, to the fullest extent permitted under applicable law and regulations |
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against any and all expenses and liabilities that Executive reasonably incurs in connection with or arising out of any action, suit, or proceeding in which she may be involved by reason of her service as an officer or director of the Bank or any of its subsidiaries or affiliates (whether or not she continues to be an officer or director at the time of incurring any such expenses or liabilities). Covered expenses and liabilities include, but are not limited to, judgments, court costs, and attorneys fees and the costs of reasonable settlements, subject to Board approval, if the action is brought against Executive in her capacity as an officer or director of the Bank or any of its subsidiaries. Indemnification for expenses will not extend to matters related to Executives termination for Cause. Notwithstanding anything in this Section 12(a) to the contrary, the Bank will not be required to provide indemnification prohibited by applicable law or regulation. The obligations of this Section 12(a) will survive the term of this Agreement by a period of six (6) years. |
b. |
Insurance. During the period for which the Bank must indemnify Executive, the Bank will provide Executive (and her heirs, executors, and administrators) with coverage under a directors and officers liability policy at the Banks expense, that is at least equivalent to the coverage provided to directors and senior executives of the Bank. |
13. Reimbursement of Executives Expenses to Enforce this Agreement. The Bank will reimburse Executive for all out-of-pocket expenses, including without limitation, reasonable attorneys fees, incurred by Executive in connection with her successful enforcement of the Banks obligations under this Agreement. Successful enforcement means the grant of an award of money or the requirement that the Bank take some specified action: (i) as a result of court order; or (ii) otherwise following an initial failure of the Bank to pay money or take action promptly following receipt of a written demand from Executive stating the reason that the Bank must make payment or take action under this Agreement.
14. Injunctive Relief. Upon a breach or threatened breach of Section 10(g) of this Agreement or the prohibitions upon disclosure contained in Section 9(c) of this Agreement, the parties agree that there is no adequate remedy at law for such breach, and the Bank shall be entitled to injunctive relief restraining Executive from such breach or threatened breach, but such relief shall not be the exclusive remedy for a breach of this Agreement. The parties further agree that Executive, without limitation, may seek injunctive relief to enforce the obligations of the Bank under this Agreement.
15. Successors and Assigns.
a. |
This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Bank which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Bank. |
b. |
Since the Bank is contracting for the unique and personal skills of Executive, Executive shall not assign or delegate her rights or duties under this Agreement without first obtaining the written consent of the Bank. |
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16. No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.
17. Notices. All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or 48 hours after mailing at any general or branch United States Post Office, by registered or certified mail, postage prepaid, addressed to the Bank at its principal business office and to Executive at her home address as maintained in the records of the Bank.
18. No Plan Created by this Agreement. Executive and the Bank expressly declare and agree that this Agreement was negotiated among them and that no provision or provisions of this Agreement are intended to, or shall be deemed to, create any plan for purposes of the Employee Retirement Income Security Act of 1974 (ERISA) or any other law or regulation, and each party expressly waives any right to assert the contrary. Any assertion in any judicial or administrative filing, hearing, or process that an ERISA plan was created by this Agreement shall be deemed a material breach of this Agreement by the party making the assertion.
19. Amendments. No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties, except as herein otherwise specifically provided.
20. Applicable Law. Except to the extent preempted by federal law, the laws of the Commonwealth of Massachusetts shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.
21. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any one provision shall not affect the validity or enforceability of the other provisions of this Agreement.
22. Headings. Headings contained in this Agreement arc for convenience of reference only.
23. Entire Agreement. This Agreement, together with any modifications subsequently agreed to in writing by the parties, shall constitute the entire agreement among the parties with respect to the foregoing subject matter, other than written agreements applicable to specific plans, programs or arrangements described in Sections 5 and 6.
24. Other Provisions. In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 24, this Section 24 shall prevail.
a. |
The Banks Board of Directors may terminate Executives employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executives right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause as defined in Section 10(d) of this Agreement. |
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b. |
Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first set forth above.
ATTEST: | COLONIAL FEDERAL SAVINGS BANK | |||
/s/ William R. Esselstyn |
By: |
/s/ Michael E. McFarland |
||
Witness | For the Entire Board of Directors |
WITNESS: | EXECUTIVE | |||
/s/ Mary E. Kuropatkin |
By: |
/s/ Susan J. Shea |
||
Susan J. Shea |
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Exhibit 10.3
COLONIAL FEDERAL SAVINGS BANK
TWO-YEAR CHANGE IN CONTROL AGREEMENT
This AGREEMENT (Agreement) is hereby entered into effective as of the 1st day of July, 2021, by and between COLONIAL FEDERAL SAVINGS BANK (the Bank), a federally chartered savings bank, and Kemal A. Denizkurt (Executive). Following a Change in Control (as defined below), the term Bank shall refer to any successor to the Bank. As used in this Agreement, the term Company shall refer to any holding company of the Bank and any successor to a holding company of the Bank.
WHEREAS, the Bank recognizes the importance of Executive to the Banks operations and wishes to protect Executives position with the Bank in the event of a Change in Control of the Bank for the period provided for in this Agreement; and
WHEREAS, Executive and the Board of Directors of the Bank desire to enter into an agreement setting forth the terms and conditions of payments to Executive in the event of a Change in Control and the related rights and obligations of the parties.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is hereby agreed as follows:
1. Term of Agreement.
a. The term of this Agreement shall be (i) the initial term, consisting of the period commencing on the date of this Agreement (the Effective Date) and ending on the second anniversary of the Effective Date, plus (ii) any and all extensions of the initial term made pursuant to this Section 1.
b. Prior to the first anniversary of the Effective Date and each succeeding anniversary of the Effective Date (each an Anniversary Date), the Board of Directors of the Bank (the Board of Directors) may extend the term of this Agreement for an additional one (1) year period beyond the then effective expiration date, provided that Executive shall not have given at least sixty (60) days written notice of Executives desire that the term not be extended. Notwithstanding anything herein to the contrary, if this Agreement is in effect on the effective date of the Change in Control, the term of this Agreement shall renew and shall expire on the second anniversary of the Change in Control effective date.
c. Notwithstanding the foregoing, in the event the Company or the Bank has entered into an agreement to effect a transaction that would be considered a Change in Control, as defined below, then the term of this Agreement shall be extended and shall terminate no sooner than 24 months following the date on which the Change in Control occurs.
d. Notwithstanding anything in this Section to the contrary, this Agreement shall terminate if Executive or the Bank terminates Executives employment prior to a Change in Control.
2. Change in Control.
a. Upon the occurrence of a Change in Control of the Bank followed at any time during the term of this Agreement by the termination of Executives employment in accordance with the terms of this Agreement, other than for Cause, as defined in Section 2c., of this Agreement, the provisions of Section 3 of this Agreement shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate employment at any time during the term of this Agreement following an event constituting Good Reason.
Good Reason means, unless Executive has consented in writing thereto, the occurrence following a Change in Control, of any of the following:
i. |
the assignment to Executive of any duties materially inconsistent with Executives position, including any material diminution in status, title, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Bank reasonably promptly after receipt of notice from Executive; |
ii. |
a material reduction of Executives base salary in effect immediately prior to the Change in Control; |
iii. |
the relocation of Executives office to a location more than thirty-five (35) miles from its location as of the date of this Agreement; |
iv. |
the taking of any action by the Bank or any of its affiliates or successors that would materially adversely affect Executives overall compensation and benefits package, unless such changes to the compensation and benefits package are made on a non-discriminatory basis and affect substantially all employees; or |
v. |
the failure of a successor to the Bank to assume in writing the Banks obligation to perform this Agreement in connection with or within thirty (30) days after a reorganization, merger, consolidation, sale or other disposition of assets. |
Upon the occurrence of any of the above, Executive can terminate for Good Reason and receive a payment under Section 3a., subject to the following. Prior to any termination of employment for Good Reason, Executive must follow a Good Reason Process by first providing to the Board a written Notice of Termination for Good Reason within ninety (90) days following the initial existence of the Good Reason condition, describing with particularity the existence of such condition. The Bank shall thereafter have the right to remedy the condition within thirty (30) days of the date the Board receives the written notice from Executive, but may waive its right to cure and permit the Executive to terminate prior to the end of the thirty (30) day period. If the Bank remedies the condition within such thirty (30) day cure period, then Good Reason shall not be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then Executive shall be entitled to terminate employment and receive the payments and benefits set forth in Section 3a.
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b. For purposes of this Agreement, the term Change in Control means: (i) a change in the ownership of the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the ownership of a substantial portion of the assets of the Corporation as defined in accordance with Code Section 409A. For purposes of this Section 2.b., the term Corporation is defined to include the Bank, the Company or any of their successors, as applicable.
i. |
A change in the ownership of the Corporation occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such Corporation. |
ii. |
A change in the effective control of the Corporation occurs on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing 30 percent or more of the total voting power of the stock of the Corporation, or (B) a majority of the members of the board(s) of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board(s) of directors prior to the date of the appointment or election, provided that this subsection (B) is inapplicable where a majority stockholder of the Corporation is another corporation. |
iii. |
A change in a substantial portion of the Corporations assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (A) all of the assets of the Corporation, or (B) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. |
For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.
Notwithstanding anything herein to the contrary, a Change in Control will not be deemed to have occurred for purposes of this Agreement in connection with the Banks mutual holding company reorganization and/or minority stock offering of the Company. Similarly, a Change in Control for purposes of this Agreement will not be deemed to have occurred in the event of a second-step conversion of the Banks mutual holding company from mutual-to-stock form and/or contemporaneous stock offering of a newly-formed stock holding company.
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c. Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination for Cause. Termination for Cause shall mean termination of employment because of Executives personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board of Directors at a meeting of the Board of Directors called and held for the purpose of finding that (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board of Directors) Executive was guilty of conduct justifying termination for Cause and specifying the particulars thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause.
3. Termination Benefits.
a. If Executive voluntarily terminates employment (in accordance with Section 2a. of this Agreement) or is involuntarily terminated within two (2) years of a Change in Control, Executive shall receive:
i. |
a lump sum cash payment equal to two (2) times the amount reported in Box 5 on Executives Form W-2, plus (i) Executives share of non-taxable premiums paid for medical and dental insurance and (ii) deductions taken to from Executives compensation to fund Executives Flexible Spending Account, each for the calendar year preceding the year of Executives termination of employment or preceding the year in which the Change in Control occurs, whichever is greater.. Such payment shall be made not later than ten (10) business days following Executives termination of employment. |
ii. |
Continued health, medical and life insurance coverage which Executive participated in as of the date of the Change in Control for a period of twenty-four (24) months following Executives termination of employment. Said coverage shall be provided under the same terms and conditions and under the same cost-sharing arrangements that apply for active employees of the Bank in effect on the date of Executives termination of employment. To the extent that benefits required under this Section 3a., cannot be provided under the terms of such plans because Executive is no longer an employee or providing such benefits would result in excise taxes or penalties to the Bank, the Bank shall provide Executive with a cash lump sum payment reasonably estimated to be equivalent to the cost to the Bank of providing such benefits under the Banks group plans. |
b. Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs when aggregated with other cash payments or benefits that are contingent (within the meaning set forth in Code Section 280G (b)(2)(a)(i)) on the Change in Control (the Termination Benefits) constitute an excess parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the Code) or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the Non-Triggering
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Amount), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executives base amount, as determined in accordance with said Section 280G of the Code. The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive.
4. Notice of Termination.
a. Any purported termination by the Bank or by Executive shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a Notice of Termination shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in detail the facts and circumstances claimed to provide a basis for termination of Executives employment under the provision so indicated.
b. Date of Termination shall mean the date specified in the Notice of Termination (which, in the case of a termination for Cause, shall not be less than thirty (30) days from the date such Notice of Termination is given).
5. Effect on Prior Agreements and Existing Benefit Plans.
This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to Executive without reference to this Agreement. Nothing in this Agreement shall confer upon Executive the right to continue in the employ of the Bank or shall impose on the Bank any obligation to employ or retain Executive in its employ for any period.
6. No Attachment.
a. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void and of no effect.
b. This Agreement shall be binding upon, and inure to the benefit of, Executive, the Bank and their respective successors and assigns.
7. Modification and Waiver.
a. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
b. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.
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8. Severability.
If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall, to the full extent consistent with law, continue in full force and effect.
9. Headings for Reference Only.
The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. In addition, references herein to the masculine shall apply to both the masculine and the feminine.
10. Governing Law.
Except to the extent preempted by federal law, the validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to principles of conflicts of law of that state.
11. Arbitration.
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators sitting in a location selected by Executive within fifty (50) miles from the location of the Bank, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators award in any court having jurisdiction; provided, however, that Executive shall be entitled to seek specific performance of Executives right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.
12. Payment of Legal Fees.
All reasonable legal fees and expenses paid or incurred by Executive pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by the Bank, only if Executive is successful pursuant to a legal judgment, arbitration or settlement. All such reimbursements and compensation pursuant to this Section 12 shall be paid promptly and in any event no later than March 15 of the year immediately following the year in which the expense was incurred or the compensation was earned.
13. Indemnification.
The Bank shall provide Executive (and Executives heirs, executors and administrators) with coverage under a standard directors and officers liability insurance policy at its expense and shall indemnify Executive (and Executives heirs, executors and administrators) to the fullest extent permitted under applicable law against all expenses and liabilities reasonably incurred in connection with or arising out of any action, suit or proceeding in which Executive may be involved by reason of having been a director or officer of the Bank (whether or not Executive continues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs, attorneys fees and the costs of reasonable settlements.
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14. Successors to the Bank.
The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Banks obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.
15. Other Provisions. In the event any of the foregoing provisions of this Section 15 are in conflict with the terms of this Agreement, this Section 15 shall prevail.
a. |
The Banks Board of Directors may terminate Executives employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice Executives right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause. |
b. |
Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments. |
16. Separation from Service; Specified Employee under IRC 409A. Notwithstanding any herein to the contrary, no payment shall be made under Section 3 unless and until Executive has had a Separation from Service, as defined in Section Code 409A. For purposes of this Agreement, a Separation from Service shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after the date of the termination (whether as an employee or as an independent contractor) or the level of further services performed is less than 50% of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). In the event Executive is a Specified Employee (as defined herein), then, solely to the extent required to avoid penalties under Code Section 409A, Executives payments under Section 3 shall be delayed until the first day of the seventh month following Executives Separation from Service. A Specified Employee shall be interpreted to comply with Code section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof), but an individual shall be a Specified Employee only if the Bank is or becomes a publicly traded company or subsidiary of a publicly traded company.
[Signature Page Follows]
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first set forth above.
ATTEST: | COLONIAL FEDERAL SAVINGS BANK | |||||
/s/ William R. Esselstyn |
By: |
/s/ Michael E. McFarland |
||||
Witness | For the Entire Board of Directors | |||||
EXECUTIVE | ||||||
/s/ Susan J. Shea |
/s/ Kemal A. Denizkurt |
|||||
Witness | Kemal A. Denizkurt |
Exhibit 10.4
COLONIAL FEDERAL SAVINGS BANK
DEFERRED COMPENSATION PLAN
Amended and Restated Effective as of August 1, 2014
As Subsequently Amended and Restated Effective as of July 1, 2021
This amended and restated Deferred Compensation Plan (the Plan) is adopted by Colonial Federal Savings Bank (the Bank), a bank organized and existing under the laws of the United States of America, with its principal place of business in Quincy, Massachusetts, and Michael E. McFarland (the Executive).
RECITALS:
WHEREAS, the Bank and the Executive previously entered into the Plan effective December 31, 2012; the Plan was amended and restated effective as of August 1, 2014, and the Plan continues to exist for the purpose of providing deferred compensation benefits to the Executive, and
WHEREAS, the purpose of this amendment and restatement is to clarify the Banks intent regarding the benefits offered to the Executive and to incorporate best practice standards for the Plan; and
WHEREAS, this Plan is intended to be an unfunded plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (ERISA); and
WHEREAS, the Bank intends that each and every provision of this Plan shall be administered and operated in accordance with all requirements set forth in U.S. Internal Revenue Code Section (Section 409A) and the Treasury Regulations issued thereunder; and
WHEREAS, this amended and restated document does not alter the time or form of any benefits as previously provided or has been elected by the Executive pursuant to previous versions of the Plan.
NOW, THEREFORE, in consideration of the foregoing premises and the benefits continued to be provided hereunder, the Bank and the Executive hereby mutually covenant and agree as follows:
ARTICLE 1
DEFINITIONS
The following Article provides definitions of terms used throughout this Plan, and whenever used herein in a capitalized form, except as otherwise expressly provided, the terms shall be deemed to have the following meanings:
1.1 Accrued Liability shall mean the dollar value of the liability accrued and expensed by the Bank under Generally Accepted Accounting Principles (GAAP) for the Banks obligation as to the Executives Retirement Benefit under this Plan.
1.2 Affiliate shall mean any corporation, partnership, joint venture, association, or similar organization or entity, other than the Bank, that is a member of a controlled group of corporations in which the Bank is a member, as defined in Internal Revenue Code Section 414(b) and all other trade or business (whether or not incorporated) under common control of or with the Bank, as defined in Internal Revenue Code Section 414(c).
1.3 Bank shall mean Colonial Federal Savings Bank, and its successors and assigns, unless otherwise provided in this Plan, or any other banking corporation which, with the consent of Colonial Federal Savings Bank, or its successors or assigns, assumes the Banks obligations under this Plan, or any Affiliate which agrees, with the consent of Colonial Federal Savings Bank, or its successors or assigns, to become a party to the Plan.
1.4 Beneficiary or Beneficiaries shall mean the person(s), trust(s) or other entity or entities designated by the Executive in accordance with the procedures established by the Plan Administrator, to receive benefits under the Plan after the death of the Executive.
1.5 Beneficiary Designation Form shall mean the form established from time to time by the Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator to designate one or more Beneficiaries.
1.6 Board shall mean the Board of Directors of the Bank; provided that any action taken by a duly authorized committee of the Board within the scope of authority delegated to it by the Board shall be considered an action of the Board of Directors for the purpose of this Plan.
1.7 Cause shall include conduct by the Executive determined by the Bank to be: (a) deliberate dishonesty with respect to the Bank or any subsidiary or Affiliate thereof; (b) conviction of a crime involving moral turpitude; or (c) gross and willful failure to perform a substantial portion of the Executives duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to the Executive pursuant to a two-thirds (2/3) vote of the Board then in office, such vote to set forth in reasonable details the nature of such failure.
1.8 Change in Control shall mean: (i) the Bank is converted from a mutual savings bank to an entity which issues stock and is owned by its shareholders; (ii) an acquisition of the Bank by means of a merger or consolidation of the Bank into another entity or a purchase of all or substantially all of its assets, if as a result thereof, a majority of the Board of the successor or acquiring corporation (or other entity) is not comprised of individuals who constituted a majority of the Board of the Bank immediately prior to the merger, consolidation or purchase of assets; or (iii) a completed liquidation or dissolution of the Bank or sale or other disposition of all or substantially all of the assets of the Bank is consummated, other than to individuals or entities who were beneficial owners of the Bank immediately prior to such sale or disposition. Notwithstanding the foregoing, the term Change in Control is subject to the definition and provisions contained in Section 409A and Treasury Regulations §§ l.409A3(i)(5)(v), (vi) and (vii).
1.9 Claimant shall mean the Executive or a Beneficiary who believes that he or she is entitled to a benefit under this Plan or being denied a benefit to which he or she is entitled hereunder.
1.10 Code shall mean the U.S. Internal Revenue Code of 1986 and the Treasury Regulations or other authoritative guidance issued thereunder, as amended from time to time.
1.11 Disabled or Disability shall mean a condition of the Executive whereby he either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be
2
expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Bank. The Executive shall be deemed Disabled if the Social Security Administration has determined him to be totally disabled. Additionally, the Executive will be deemed Disabled if determined to be disabled in accordance with a disability insurance program, provided that the definition of disability applied under such program complies with Code Section 409A. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administrations or providers determination.
1.12 Effective Date of the original Plan shall mean December 31, 2013, and shall mean July 1, 2021, of this amendment and restatement.
1.13 Election Form shall mean the form or forms established from time to time by the Plan Administrator (in a paper or electronic format) on which the Executive makes certain designations as required under the terms of this Plan.
1.14 ERISA shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time, and the regulations and guidance promulgated thereunder.
1.15 Executive shall mean Michael E. McFarland, a member of a select group of management or highly compensated employees of the Bank (within the meaning of ERISA).
1.16 Plan shall mean this Colonial Federal Savings Bank Deferred Compensation Plan, which shall be evidenced by this instrument and any Election Forms, as may be amended from time to time. For purposes of applying Code Section 409A requirements, the benefit of the Executive under this Plan is a non-account balance plan under Treasury Regulation § l.409A-1(c)(2)(i)(C).
1.17 Plan Administrator shall mean the Board or its designee. The Executive may not vote in any Board decision relating solely to his individual benefits under this Plan.
1.18 Plan Year shall mean the calendar year.
1.19 Retirement Age shall mean the date the Executive attains the age of sixty-five (65).
1.20 Retirement Benefit shall mean an annual amount equal to Twenty-Five Thousand and 00/l 00 dollars ($25,000.00).
1.21 Section 409A shall mean Code Section 409A and the Treasury Regulations or other authoritative guidance issued thereunder.
1.22 Separation from Service or Separates from Service shall mean the Executive has experienced a termination of employment with the Bank. Whether a termination of employment or service has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an Executive or as an independent contractor) would permanently
3
decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an Executive or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Bank, if that is less than thirty-six (36) months).
1.23 Specified Employee shall mean the Executive meeting the definition of a key employee as such term is defined in Code Section 416(i)(1)(A)(i), (ii) or (iii) (without regard to the Treasury Regulations thereunder and Section 416(i)(5)). However, the Executive is not a Specified Employee unless any stock of the Bank is publicly traded on an established securities market or otherwise, as defined in Treasury Regulation §1.897-1(m). If the Executive is a key employee at any time during the twelve (12) months ending on December 31, the identification date, the Executive is a Specified Employee for the twelve (12) month period ending on the first day of the fourth month following the identification date. The determination of the Executive as a Specified Employee shall be made by the Plan Administrator in accordance with Code Section 4.1.6(i) and the specified employee requirements of Section 409A.
1.24 Treasury Regulation or Treasury Regulations shall mean regulations promulgated by the Internal Revenue Service for the U.S. Department of the Treasury, as they may be amended from time to time.
1.25 Vested Retirement Benefit shall mean the Retirement Benefit multiplied by the vesting schedule described in Article 4 hereof.
1.26 Year of Service shall mean each consecutive twelve (12) month period during which the executive is employed on a full-time basis by the Bank, inclusive of any approved leaves of absence, beginning on the Executives date of hire.
ARTICLE 2
PAYMENT OF BENEFITS
2.1 Early Retirement Benefit. In the event the Executive Separates from Service (for reasons other than death, Disability, or termination for Cause) prior to attaining her Retirement Age and after attaining the age of sixty-two (62), and prior to the commencement of benefit payments otherwise due under this Plan, provided that the Executive has completed at least ten (10) Years of Service with the Bank, the Bank shall pay to the Executive her Vested Retirement Benefit, calculated as of the date of Separation from Service, over a period of ten (10) years in equal monthly installments for one hundred twenty (120) months. The first installment shall commence on the first day of the month following the Executives Separation from Service with subsequent installments being paid on the first day of each month thereafter. Monthly installments shall be determined by dividing the vested Retirement Benefit by 120. NOTE: The Executive may elect to receive a single lump sum payment in lieu of monthly installments. The lump sum benefit shall be equal to the present value of the ten-year payout period described above and calculated using the same actuarial present value discount rate that is used to calculate the Accrued Liability. The lump sum benefit shall be paid on the first day of the month following the Executives Separation from Service.
2.2 Normal Retirement Benefit. In the event the Executive Separates from Service (for reasons other than Death, Disability, or termination for Cause) on or after his Retirement Age and prior to the commencement of benefit payments otherwise due under the Plan, the Bank shall pay to the Executive his Retirement Benefit for a period of ten (10) years in equal monthly installments for one hundred twenty (120) months. The first installment shall commence on the
4
first day of the month following the Executives Separation from Service with subsequent installments being paid on the first day of each month thereafter. (For example: $25,000 x 10 years; $250,000 aggregate benefit/120 months = $2,083.33 per month) NOTE: The Executive may elect to receive a single lump sum payment in lieu of monthly installments. The lump sum benefit shall be equal to the present value of the ten-year payout period described above and calculated using the same actuarial present value discount rate that is used to calculate the Accrued Liability. The lump sum benefit shall be paid on the first day of the month following the Executives Separation from Service.
2.3 Disability Benefit. In the event the Executive Separates from Service due to Disability, prior to the commencement of benefit payments otherwise due under this Plan, and provided that the Executive has completed at least ten (10) Years of Service with the Bank, the Bank shall pay to the Executive his Vested Retirement Benefit, calculated as of the date of Separation from Service, in the same form as elected by the Executive under Section 2.1. Payment shall be made or commence to be paid on the first day of the month following the Executives Separation from Service.
2.4 Change in Control Benefit. In the event the Executive involuntarily Separates from Service within twenty-four (24) months following a Change in Control, prior to the commencement of benefit payments otherwise due under this Plan, the Bank shall pay to the Executive his Retirement Benefit for a period of ten (10) years in equal monthly installments for one hundred twenty (120) months. The first installment shall commence within thirty (30) days following the Executives Separation from Service with subsequent installments being paid on the first day of each month thereafter. NOTE: The Executive may elect to receive a single lump sum payment in lieu of monthly installments. The lump sum benefit shall be equal to the present value of the ten year payout period described above and calculated using the same actuarial present value discount rate that is used to calculate the Accrued Liability. The lump sum benefit shall be paid on the first day of the month following the Executives Separation from Service.
2.5 Death During Active Service. In the event of the Executives death while actively employed by the Bank, at any time after the Effective Date but prior to the commencement of benefit payments otherwise due under this Plan, the Bank shall pay to the Executives Beneficiary an annual amount of fifty thousand dollars ($50,000) for a period of ten (10) years in equal monthly installments for one hundred twenty (120) months. The first installment shall commence on the first day of the month following the Executives death with subsequent installments being paid on the first day of each month thereafter. (For example: $50,000 x 10 years = $500,000 aggregate benefit / 120 months = $4,166.66 per month).
2.6 Death During Distribution of a Benefit. In the event of the Executives death after any benefit distributions have commenced under this Plan but before receiving all such distributions, the Bank shall pay the remaining benefits to the Executives Beneficiary at the same time and in the same amounts that they would have been paid to the Executive had the Executive survived.
2.7 Elections as to Form of Payment. Within thirty (30) days following the date the Executive becomes eligible to participate in the Plan, the Executive shall elect on an Election Form, the form of payment in the event of his Early Retirement under Section 2.1, his Normal Retirement under Section 2.2, and in the event of a Change in Control under Section 2.4. Such election shall remain unchanged unless the Executive elects to change the form of payment according to the requirements of Section 409A and Section 2.8 below. To the extent that the Executive does not designate the form of payment on the Election Form, or such designation does not comply with the terms of the Plan, the Executive will be deemed to have elected to receive payment in one hundred twenty (120) monthly installments.
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2.8 Changes in Form or Timing of Distributions. The Executive may delay the time of payment or change the form of payment as expressly provided under this Section 2.8 and Section 409A (hereinafter, a Subsequent Deferral Election). Notwithstanding the foregoing, a Subsequent Deferral Election cannot accelerate any payment. A Subsequent Deferral Election which delays payment or changes the form of payment is permitted only if all of the following requirements are met:
(a) the Subsequent Deferral Election does not take effect until at least twelve (12) months after the date on which the election is made;
(b) if the Subsequent Deferral Election relates to a payment based on Separation from Service or a payment made at a specified time, the election must result in payment being deferred for a period of not less than five (5) years from the date the first amount was scheduled to be paid;
(c) if the Subsequent Deferral Election relates to a payment at a specified time, the Executive must make the election not less than twelve (12) months before the date the first amount was scheduled to be paid.
For purposes of applying the Subsequent Deferral Election requirements, installment payments shall be treated as a single payment. Any election made pursuant to this Section shall be made on such Election Forms or electronic media as is required by the Plan Administrator, in accordance with the rules established by the Plan Administrator and shall comply with all requirements of Section 409A.
2.9 Restrictions on Time of Payment. Solely to the extent necessary to avoid penalties under Section 409A, payments to be made as a result of a Separation from Service under this Article may not commence earlier than six (6) months after the Executives Separation from Service if, pursuant to Section 409A, the Executive is considered a Specified Employee. In the event a distribution is delayed pursuant to this paragraph, the originally scheduled payment shall be delayed for six (6) months, and shall commence instead on the first day of the seventh month following Separation from Service.
2.10 Acceleration of Payments. Except as specifically permitted herein or in other sections of this Plan, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated hereunder by the Bank (without any direct or indirect election on the part of the Executive), in accordance with the provisions of Treasury Regulation § l.409A-3(j)(4) and any subsequent guidance issued by the United States Treasury Department. Accordingly, payments may be accelerated, in accordance with the provisions of Treasury Regulation § 1.409A-3(j)(4) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the Federal Government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in limited cashouts (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may become due at any time that the Plan fails to meet the requirements of Section 409A (but in no case shall such payments exceed the amount to be included in income as a result of the failure to comply with the requirements of Section 409A).
2.11 Unsecured General Creditor Status of Executive.
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(a) Payment to the Executive or Beneficiary hereunder shall be made from the Banks general assets and no person shall have any interest in any such asset by virtue of any provision of this Plan. The Banks obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. To the extent that any person acquires a right to receive payments from the Bank under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Bank and no such person shall have or acquire any legal or equitable right, interest, or claim in or to any property or assets of the Bank.
(b) In the event that the Bank purchases an insurance policy or policies insuring the life of the Executive to allow the Bank to recover or meet the cost of providing benefits, in whole or in part, hereunder, the Executive or Beneficiary shall not have any rights whatsoever in said policy or the proceeds therefrom. The Bank shall be the primary owner and beneficiary of any such insurance policy or property and shall possess and may exercise all incidents of ownership therein. No insurance policy with regard to any director, highly compensated employee, or highly compensated individual as defined in Code Section 101(j) shall be acquired before satisfying the Code Section 101(j) Notice and Consent requirements.
(c) In the event that the Bank purchases an insurance policy or policies on the life of the Executive as provided for above, then all of such policies shall be subject to the claims of the creditors of the Bank.
(d) If the Bank chooses to obtain insurance on the life of the Executive in connection with its obligations under this Plan, the Executive shall take such physical examinations and truthfully and completely supply such information as may be required by the Bank or the insurance company designated by the Bank.
2.12 Facility of Payment. If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that persons property, the Plan Administrator may direct payment of such benefit to the guardian, legal representative or person having care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship, as it may deem appropriate, prior to payment of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such distribution amount.
2.13 Delays. If the Bank reasonably anticipates that any payment scheduled to be made under this Plan would violate securities laws (or other applicable laws) or jeopardize the ability of the Bank to continue as a going concern if paid as scheduled, then the Bank may defer that payment, provided the Bank treats payments to all similarly situated Executives participating in all aggregated plans on a reasonably consistent basis. In addition, the Bank may, in its discretion, delay a payment upon such other events and conditions as the IRS may prescribe, provided the Bank treats payments to all similarly situated Executives participating in all aggregated plans on a reasonably consistent basis. The amounts so accrued in accordance with the terms of the Plan shall be distributed to the Executive or his Beneficiary (in the event of the Executives death) at the earliest possible date on which the Bank reasonably anticipates that such violation or material harm would be avoided or as otherwise prescribed by the IRS.
2.14 Distributions Upon Income Inclusion. Under Section 409A, upon the inclusion
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of any amount into the Executives income as a result of the failure of this Plan to comply with the requirements of Section 409A, to the extent that such tax liability can be covered by the Accrued Liability, a distribution shall be made as soon as is administratively practicable following the discovery of the Plan failure.
ARTICLE 3
VESTING/FORFEITURES
3.1 Vesting. For purposes of calculating the Executives Early Retirement Benefit and Disability Benefit under Sections 2.1 and 2.3 respectively, the Executive shall vest in his Retirement Benefit according to the following schedule:
Age at Separation from Service |
Percent Vested | |||
Prior to 62 |
0 | % | ||
62 but prior to 63 |
91 | % | ||
63 but prior to 64 |
94 | % | ||
64 but prior to 65 |
97 | % | ||
65 or older |
100 | % |
3.2 Removal. Notwithstanding any provision of this Plan to the contrary, the Bank shall not distribute any benefit under this Plan if the Executive is subject to a final removal or prohibition order issued by an appropriate banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.
3.3 Termination for Cause. Notwithstanding any provision of this Plan to the contrary, if the Executives service is terminated for Cause at any time, the Bank shall not distribute any benefits under this Plan and all benefits herein shall be forfeited.
3.4 Suicide or Misstatement. No benefits shall be distributed if the Executive commits suicide within two (2) years after the Effective Date of this Plan, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Bank denies coverage: (i) for material misstatements of fact made by the Executive on an application for such life insurance, or (ii) for any other reason.
3.5 Noncompete. Notwithstanding any other provision of this Plan to the contrary, neither the Executive nor his personal representatives nor any Beneficiary shall receive any payment or other benefit whatsoever under this Plan if the Executive engages in, directly or indirectly, Competitive Activity during his employment or within one (1) year following his termination of employment. Competitive Activity shall mean:
(a) Engaging, as an individual, proprietor, partner, stockholder, officer, employee, consultant, joint venture, investor, lender, or in any other capacity whatsoever (except as a holder of less than two percent (2%) of the total outstanding stock of a publicly-held Bank), in any business concurrently being carried out by the Bank anywhere within the Banks primary market areas at the time of such activity by the Executive; or
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(b) Recruiting, soliciting, or inducing, or attempting to induce, any employee(s) of the Bank to terminate their employment with, or otherwise cease any relationship with the Bank; or soliciting, diverting, taking away, or attempting to divert or take away, any business of any of the clients, customers or accounts, or prospective clients, customers or accounts of the Bank which were contacted, solicited or served by the Executive or were directly or indirectly under the Executives responsibility, while the Executive was employed by the Bank.
If the Executive engages in Competitive Activity as defined above, any remaining supplemental retirement benefits are forfeited.
ARTICLE 4
BENEFICIARY DESIGNATION
4.1 Designation of Beneficiaries.
(a) |
The Executive may designate any person or persons (who may be named contingently or successively) to receive any benefits payable under the Plan upon the Executives death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Plan Administrator, and shall be effective only when filed with the Plan Administrator during the Executives lifetime. |
(b) |
In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Executive, the Bank shall pay the benefit payment to the Executives spouse, if then living, and if the spouse is not then living to the Executives then living descendants, if any, per stirpes, and if there are no living descendants, to the Executives estate. In determining the existence or identity of anyone entitled to a benefit payment, the Bank may rely conclusively upon information supplied by the Executives personal representative, executor, or administrator. |
(c) |
The Executives designation of a Beneficiary will not be revoked or changed automatically by any future marriage or divorce. Should the Executive wish to change the designated Beneficiary in the event of a future marriage or divorce, the Executive will have to do so by means of filing a new Beneficiary Designation Form with the Plan Administrator. |
(d) |
If a question arises as to the existence or identity of anyone entitled to receive a death benefit payment under the Plan, or if a dispute arises with respect to any death benefit payment under the Plan, the Bank may distribute the payment to the Executives estate without liability for any tax or other consequences, or may take any other action which the Bank deems to be appropriate. |
4.2 Information to be Furnished by Executive and Beneficiary; Inability to Locate Executive or Beneficiary. Any communication, statement or notice addressed to the Executive or to a Beneficiary at his or her last post office address as shown on the Banks records shall be binding on the Executive or Beneficiary for all purposes of the Plan. The Bank shall not be obliged to search for the Executive or Beneficiary beyond the sending of a registered letter to such last known address.
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ARTICLE 5
PLAN ADMINISTRATION
5.1 Plan Administrator Duties. This Plan shall be administered by the Plan Administrator, or such committee or person(s) as the Plan Administrator shall appoint. The Plan Administrator shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and (ii) decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan.
5.2 Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of this Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Plan.
5.3 Agents. In the administration of this Plan, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank.
5.4 Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Plan Administrator or any of its members.
5.5 Bank Information. To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator, on all matters relating to the compensation of the Executive, the date and circumstances of the death, Disability or Separation from Service of the Executive, a Change in Control, and such other pertinent information as the Plan Administrator may reasonably require.
5.6 Annual Statement. The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Plan.
5.7 Compliance with Section 409A.
(a) Notwithstanding anything contained herein to the contrary, the interpretation and distribution of the Executives benefits under the Plan shall be made in a manner and at such times as to comply with all applicable provisions of Section 409A and the regulations and guidance promulgated thereunder, or an exception or exclusion therefrom to avoid the imposition of any accelerated or additional taxes. Any defined terms shall be construed consistent with Section 409A and any terms not specifically defined shall have the meaning set forth in Section 409A.
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(b) The intent of this Section is to ensure that the Executive is not subject to any tax liability or interest penalty, by reason of the application of Code Section 409A(a)(1) as a result of any failure to comply with all the requirements of Section 409A, and this Section shall be interpreted in light of, and consistent with, such requirements. This Section shall apply to distributions under the Plan, but only to the extent required in order to avoid taxation of, or interest penalties on, the Executive under Section 409A. These rules shall also be deemed modified or supplemented by such other rules as may be necessary, from time to time, to comply with Section 409A.
ARTICLE 6
AMENDMENT AND TERMINATION
6.1 Amendment. This Plan may be amended only by a written agreement signed by the Company and the Executive. However, the Company may unilaterally amend this Plan to conform with written directives to the Company from its auditors, to ensure that the Plan is characterized as a top-hat plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA Sections 201(2), 30l(a)(3), and 401(a)(1), or to conform the Plan to the provisions of Section 409A and to conform the Plan to the requirements of any other applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any interest of the Executive or a Beneficiary hereunder.
6.2 Plan Termination In General. The Bank reserves the right to terminate the Plan at any time without the consent of the Executive. The benefit payable in the event of a Plan termination shall be the vested Accrued Liability, determined as of the date the Plan is terminated. Except as provided in Section 6.4, the termination of this Plan shall not cause a distribution of benefits under this Plan. Rather, after such termination, benefit distributions will be made at the earliest distribution event permitted under Article 2.
6.3 Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 6.3, any acceleration of the payment of benefits due to Plan termination shall comply with the following subparagraphs, but only as permitted in accordance with Section 409A and Treasury Regulation § l.409A-3(j)(4)(ix). The Bank may distribute the vested Accrued Liability, determined as of the date of the termination of the Plan, to the Executive in a lump sum subject to the terms below.
(a) Upon the Banks termination of this and all other arrangements that would be aggregated with this Plan pursuant to Treasury Regulation § l.409A-1(c) if the Executive participated in such arrangements (Similar Arrangements), provide that: (i) the termination does not occur proximate to a downturn in the financial health of the Bank; (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination; and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Plan.
(b) Upon the Banks dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Executives gross income in the latest of: (i) the calendar year on which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable; or
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(c) Within thirty (30) days before, or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of the Plan and further provided that all the Banks arrangements which are substantially similar to the Plan are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the Plan.
ARTICLE 7
CLAIMS PROCEDURE
7.1 Claims Procedure. This Article is based on Department of Labor Regulation § 2560.503-1. If any provision of this Article conflicts with the requirements of those regulations, the requirements of those regulations will prevail. A Claimant who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:
(a) InitiationWritten Claim. The Claimant initiates a claim by submitting a written claim for the benefits to the Plan Administrator. The Plan Administrator will, upon written request of a Claimant, make available copies of all forms and instructions necessary to file a claim for benefits or advise the Claimant where such forms and instructions may be obtained. If the claim relates to Disability benefits, then the Plan Administrator shall designate a sub-committee to conduct the initial review of the claim (and applicable references below to the Plan Administrator shall mean such sub-committee).
(b) Timing of Plan Administrator Response. The Plan Administrator shall respond to such Claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days by notifying the Claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. In the event that the claim for benefits pertains to Disability, the Plan Administrator shall provide written response within forty-five (45) days, but can extend this response period by an additional thirty (30) days, if necessary, due to circumstances beyond the Plan Administrators control. Any notice of extension must set forth the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision.
(c) Notice of Decision. If the Plan Administrator denies part or all of the claim, the Bank shall notify the Claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth:
i. |
The specific reasons for the denial; |
ii. |
A reference to the specific provisions of the Plan on which the denial is based; |
iii. |
A description of any additional information or material necessary for the Claimant to perfect the claim and an explanation of why it is needed; |
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iv. |
An explanation of the Plans review procedures and the time limits applicable to such procedures; and |
v. |
A statement of the Claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. |
7.2 Review Procedure. If the Plan Administrator denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:
(a) InitiationWritten Request. To initiate the review, the Claimant, within sixty (60) days after receiving the Plan Administrators notice of denial, must file with the Plan Administrator a written request for review.
(b) Review of a Disability Benefit Claim. If the Claimants initial claim is for Disability benefits, any review of a denied claim shall be made by members of the Plan Administrator other than the original decision maker(s) and such person(s) shall not be a subordinate of the original decision maker(s).
(c) Additional SubmissionsInformation Access. The Claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimants claim for benefits.
(d) Considerations on Review. In considering the review, the Plan Administrator shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. Additional considerations shall be required in the case of a claim for Disability benefits. For example, the claim will be reviewed without deference to the initial adverse benefits determination and, if the initial adverse benefit determination was based in whole or in part on a medical judgment, the Plan Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination or the subordinate of such individual. If the Plan Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon), the Plan Administrator will identify such experts.
(e) Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to such Claimant within sixty (60) days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional sixty (60) days by notifying the Claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision.
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(f) Notice of Decision. The Plan Administrator shall notify the Claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth:
(i) |
The specific reasons for the denial; |
(ii) |
A reference to the specific provisions of the Plan on which the denial is based; |
(iii) |
A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimants claim for benefits; and |
(iv) |
A statement of the Claimants right to bring a civil action under ERlSA Section 502(a). |
7.3 Exhaustion of Remedies. A Claimant must follow the claims review procedures under this Plan and exhaust his or her administrative remedies before taking any further action with respect to a claim for benefits.
7.4 Arbitration. Any controversy or claim arising out of or relating to this Plan shall be settled by arbitration in accordance with the rules of the American Arbitration Association; and judgment upon the award rendered by an arbitrator may be entered in any court having jurisdiction thereof. The arbitrators in any such controversy shall have no authority or power to modify or alter any express condition or provision of this Plan or to render an award which has the effect of altering or modifying any express condition or provision hereof. The parties hereby submit themselves and consent to the jurisdiction of the Courts of the State of Massachusetts and further consent that any process or notice of motion, or other application of the Court, or any judge thereof, may be served outside the State of Massachusetts by certified mail or by personal service provided that a reasonable time for appearance is allowed.
ARTICLE 8
MISCELLANEOUS
8.1 Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors of the Bank for the distribution of benefits under this Plan. The benefits represent the mere promise by the Bank to distribute such benefits. Any insurance on the Executives life or other informal funding asset is a general asset of the Bank to which the Executive and Beneficiary have no preferred or secured claim.
8.2 Binding Effect. This Plan shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, administrators and transferees.
8.3 No Guarantee of Employment. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive without regard to the existence of the Plan.
8.4 Governing Law. The Plan shall be administered, construed and governed in all respects under and by the laws of the Commonwealth of Massachusetts, without reference to the principles of conflicts of law (except and to the extent preempted by applicable federal law).
8.5 Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein .
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8.6 Nonassignability. Neither the Executive nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber, transfer, hypothecate, alienate, or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part hereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony, or separate maintenance owed by the Executive or any other person, be transferable by operation of law in the event of the Executives or any other persons bankruptcy or insolvency, or be transferable to a spouse as a result of a property settlement or otherwise. If the Executive, Beneficiary, or successor in interest is adjudicated bankrupt or purports to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber transfer, hypothecate, alienate, or convey in advance of actual receipt, the amount, if any, payable hereunder, or any part thereof, the Plan Administrator, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of the Executive, Beneficiary, or successor in interest in such manner as the Plan Administrator shall direct.
8.7 Alternative Action. In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by the Plan, the Bank or the Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Plan and is in the best interests of the Bank. Any alternative acts shall be restricted to actions which do not violate Section 409A.
8.8 Notice. Any notice, consent, or demand required or permitted to be given under the provisions of this Plan shall be in writing and shall be signed by the party giving or making the same. If such notice, consent, or demand is mailed, it shall be sent by United States certified mail, postage prepaid, addressed to the Executives or Beneficiarys last known address as shown on the records of the Bank or to the Banks principle place of business. The date of such mailing shall be deemed the date of notice consent, or demand. Any person may change the address to which notice is to be sent by giving notice of the change of address in the manner aforesaid.
8.9 Headings. Article and section headings are inserted for reference and convenience only and shall not control or affect the meaning or construction of any of its provisions.
8.10 Interpretation. Wherever the fulfillment of the intent and purpose of this Plan requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.
8.11 Reorganization. The Bank shall not merge or consolidate into or with another bank or reorganize, or sell substantially all of its assets to another bank, firm, or person unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the obligations of the Bank under this Plan. Upon the occurrence of such event, the term Bank as used in this Plan shall be deemed to refer to the successor or survivor bank.
8.12 Tax Withholding. The Bank may make such provisions and take such action as it may deem necessary or appropriate for the withholding of any taxes which the Bank is required by any law or regulation of any governmental authority, whether federal, state, or local, to withhold in connection with any benefits under the Plan, including, but not limited to, the withholding of
15
appropriate sums from any amounts otherwise payable to the Executive (or Beneficiary). The Executive, however, shall be responsible for the payment of all individual tax liabilities relating to any such benefits.
8.13 Entire Agreement. This Plan constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Plan other than those specifically set forth herein.
IN WITNESS WHEREOF, the parties execute this amendment and restatement as of the date first written above:
EXECUTIVE | COLONIAL FEDERAL SAVINGS BANK | |||||
/s/ Michael E. McFarland |
/s/ Susan J. Shea |
|||||
Michael E. McFarland | By: Susan J. Shea | |||||
Title: Treasurer & COO |
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Exhibit 10.5
COLONIAL FEDERAL SAVINGS BANK
DEFERRED COMPENSATION PLAN
Amended and Restated Effective as of August 1, 2014
As Subsequently Amended and Restated Effective as of July 1, 2021
This amended and restated Deferred Compensation Plan (the Plan) is adopted by Colonial Federal Savings Bank (the Bank), a bank organized and existing under the laws of the United States of America, with its principal place of business in Quincy, Massachusetts, and Susan J. Shea (the Executive).
RECITALS:
WHEREAS, the Bank and the Executive previously entered into the Plan effective December 31, 2012; the Plan was amended and restated effective as of August 1, 2014, and the Plan continues to exist for the purpose of providing deferred compensation benefits to the Executive, and
WHEREAS, the purpose of this amendment and restatement is to clarify the Banks intent regarding the benefits offered to the Executive and to incorporate best practice standards for the Plan; and
WHEREAS, this Plan is intended to be an unfunded plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (ERISA); and
WHEREAS, the Bank intends that each and every provision of this Plan shall be administered and operated in accordance with all requirements set forth in U.S. Internal Revenue Code Section (Section 409A) and the Treasury Regulations issued thereunder; and
WHEREAS, this amended and restated document does not alter the time or form of any benefits as previously provided or has been elected by the Executive pursuant to previous versions of the Plan.
NOW, THEREFORE, in consideration of the foregoing premises and the benefits continued to be provided hereunder, the Bank and the Executive hereby mutually covenant and agree as follows:
ARTICLE 1
DEFINITIONS
The following Article provides definitions of terms used throughout this Plan, and whenever used herein in a capitalized form, except as otherwise expressly provided, the terms shall be deemed to have the following meanings:
1.1 Accrued Liability shall mean the dollar value of the liability accrued and expensed by the Bank under Generally Accepted Accounting Principles (GAAP) for the Banks obligation as to the Executives Retirement Benefit under this Plan.
1.2 Affiliate shall mean any corporation, partnership, joint venture, association, or similar organization or entity, other than the Bank, that is a member of a controlled group of corporations in which the Bank is a member, as defined in Internal Revenue Code Section 414(b) and all other trade or business (whether or not incorporated) under common control of or with the Bank, as defined in Internal Revenue Code Section 414(c).
1.3 Bank shall mean Colonial Federal Savings Bank, and its successors and assigns, unless otherwise provided in this Plan, or any other banking corporation which, with the consent of Colonial Federal Savings Bank, or its successors or assigns, assumes the Banks obligations under this Plan, or any Affiliate which agrees, with the consent of Colonial Federal Savings Bank, or its successors or assigns, to become a party to the Plan.
1.4 Beneficiary or Beneficiaries shall mean the person(s), trust(s) or other entity or entities designated by the Executive in accordance with the procedures established by the Plan Administrator, to receive benefits under the Plan after the death of the Executive.
1.5 Beneficiary Designation Form shall mean the form established from time to time by the Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator to designate one or more Beneficiaries.
1.6 Board shall mean the Board of Directors of the Bank; provided that any action taken by a duly authorized committee of the Board within the scope of authority delegated to it by the Board shall be considered an action of the Board of Directors for the purpose of this Plan.
1.7 Cause shall include conduct by the Executive determined by the Bank to be: (a) deliberate dishonesty with respect to the Bank or any subsidiary or Affiliate thereof; (b) conviction of a crime involving moral turpitude; or (c) gross and willful failure to perform a substantial portion of the Executives duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to the Executive pursuant to a two-thirds (2/3) vote of the Board then in office, such vote to set forth in reasonable details the nature of such failure.
1.8 Change in Control shall mean: (i) the Bank is converted from a mutual savings bank to an entity which issues stock and is owned by its shareholders; (ii) an acquisition of the Bank by means of a merger or consolidation of the Bank into another entity or a purchase of all or substantially all of its assets, if as a result thereof, a majority of the Board of the successor or acquiring corporation (or other entity) is not comprised of individuals who constituted a majority of the Board of the Bank immediately prior to the merger, consolidation or purchase of assets; or (iii) a completed liquidation or dissolution of the Bank or sale or other disposition of all or substantially all of the assets of the Bank is consummated, other than to individuals or entities who were beneficial owners of the Bank immediately prior to such sale or disposition. Notwithstanding the foregoing, the term Change in Control is subject to the definition and provisions contained in Section 409A and Treasury Regulations §§ l.409A3(i)(5)(v), (vi) and (vii).
1.9 Claimant shall mean the Executive or a Beneficiary who believes that he or she is entitled to a benefit under this Plan or being denied a benefit to which he or she is entitled hereunder.
1.10 Code shall mean the U.S. Internal Revenue Code of 1986 and the Treasury Regulations or other authoritative guidance issued thereunder, as amended from time to time.
1.11 Disabled or Disability shall mean a condition of the Executive whereby she either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be
2
expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Bank. The Executive shall be deemed Disabled if the Social Security Administration has determined her to be totally disabled. Additionally, the Executive will be deemed Disabled if determined to be disabled in accordance with a disability insurance program, provided that the definition of disability applied under such program complies with Code Section 409A. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administrations or providers determination.
1.12 Effective Date of the original Plan shall mean December 31, 2013, and shall mean July 1, 2021, of this amendment and restatement.
1.13 Election Form shall mean the form or forms established from time to time by the Plan Administrator (in a paper or electronic format) on which the Executive makes certain designations as required under the terms of this Plan.
1.14 ERISA shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time, and the regulations and guidance promulgated thereunder.
1.15 Executive shall mean Susan J. Shea, a member of a select group of management or highly compensated employees of the Bank (within the meaning of ERISA).
1.16 Plan shall mean this Colonial Federal Savings Bank Deferred Compensation Plan, which shall be evidenced by this instrument and any Election Forms, as may be amended from time to time. For purposes of applying Code Section 409A requirements, the benefit of the Executive under this Plan is a non-account balance plan under Treasury Regulation § l.409A-1(c)(2)(i)(C).
1.17 Plan Administrator shall mean the Board or its designee. The Executive may not vote in any Board decision relating solely to her individual benefits under this Plan.
1.18 Plan Year shall mean the calendar year.
1.19 Retirement Age shall mean the date the Executive attains the age of sixty-five (65).
1.20 Retirement Benefit shall mean an annual amount equal to Twenty-Five Thousand and 00/l 00 dollars ($25,000.00).
1.21 Section 409A shall mean Code Section 409A and the Treasury Regulations or other authoritative guidance issued thereunder.
1.22 Separation from Service or Separates from Service shall mean the Executive has experienced a termination of employment with the Bank. Whether a termination of employment or service has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an Executive or as an independent contractor) would permanently
3
decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an Executive or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Bank, if that is less than thirty-six (36) months).
1.23 Specified Employee shall mean the Executive meeting the definition of a key employee as such term is defined in Code Section 416(i)(1)(A)(i), (ii) or (iii) (without regard to the Treasury Regulations thereunder and Section 416(i)(5)). However, the Executive is not a Specified Employee unless any stock of the Bank is publicly traded on an established securities market or otherwise, as defined in Treasury Regulation §1.897-1(m). If the Executive is a key employee at any time during the twelve (12) months ending on December 31, the identification date, the Executive is a Specified Employee for the twelve (12) month period ending on the first day of the fourth month following the identification date. The determination of the Executive as a Specified Employee shall be made by the Plan Administrator in accordance with Code Section 4.1.6(i) and the specified employee requirements of Section 409A.
1.24 Treasury Regulation or Treasury Regulations shall mean regulations promulgated by the Internal Revenue Service for the U.S. Department of the Treasury, as they may be amended from time to time.
1.25 Vested Retirement Benefit shall mean the Retirement Benefit multiplied by the vesting schedule described in Article 4 hereof.
1.26 Year of Service shall mean each consecutive twelve (12) month period during which the executive is employed on a full-time basis by the Bank, inclusive of any approved leaves of absence, beginning on the Executives date of hire.
ARTICLE 2
PAYMENT OF BENEFITS
2.1 Early Retirement Benefit. In the event the Executive Separates from Service (for reasons other than death, Disability, or termination for Cause) prior to attaining her Retirement Age and after attaining the age of sixty-two (62), and prior to the commencement of benefit payments otherwise due under this Plan, provided that the Executive has completed at least ten (10) Years of Service with the Bank, the Bank shall pay to the Executive her Vested Retirement Benefit, calculated as of the date of Separation from Service, over a period of ten (10) years in equal monthly installments for one hundred twenty (120) months. The first installment shall commence on the first day of the month following the Executives Separation from Service with subsequent installments being paid on the first day of each month thereafter. Monthly installments shall be determined by dividing the vested Retirement Benefit by 120. NOTE: The Executive may elect to receive a single lump sum payment in lieu of monthly installments. The lump sum benefit shall be equal to the present value of the ten-year payout period described above and calculated using the same actuarial present value discount rate that is used to calculate the Accrued Liability. The lump sum benefit shall be paid on the first day of the month following the Executives Separation from Service.
2.2 Normal Retirement Benefit. In the event the Executive Separates from Service (for reasons other than death, Disability, or termination for Cause) on or after her Retirement Age and prior to the commencement of benefit payments otherwise due under the Plan, the Bank shall pay to the Executive her Retirement Benefit for a period of ten (10) years in equal monthly
4
installments for one hundred twenty (120) months. The first installment shall commence on the first day of the month following the Executives Separation from Service with subsequent installments being paid on the first day of each month thereafter. (For example: $25,000 x 10 years; $250,000 aggregate benefit/120 months = $2,083.33 per month) NOTE: The Executive may elect to receive a single lump sum payment in lieu of monthly installments. The lump sum benefit shall be equal to the present value of the ten-year payout period described above and calculated using the same actuarial present value discount rate that is used to calculate the Accrued Liability. The lump sum benefit shall be paid on the first day of the month following the Executives Separation from Service.
2.3 Disability Benefit. In the event the Executive Separates from Service due to Disability, prior to the commencement of benefit payments otherwise due under this Plan, and provided that the Executive has completed at least ten (10) Years of Service with the Bank, the Bank shall pay to the Executive her Vested Retirement Benefit, calculated as of the date of Separation from Service, in the same form as elected by the Executive under Section 2.1. Payment shall be made or commence to be paid on the first day of the month following the Executives Separation from Service.
2.4 Change in Control Benefit. In the event the Executive involuntarily Separates from Service within twenty-four (24) months following a Change in Control, prior to the commencement of benefit payments otherwise due under this Plan, the Bank shall pay to the Executive her Retirement Benefit for a period of ten (10) years in equal monthly installments for one hundred twenty (120) months. The first installment shall commence within thirty (30) days following the Executives Separation from Service with subsequent installments being paid on the first day of each month thereafter. NOTE: The Executive may elect to receive a single lump sum payment in lieu of monthly installments. The lump sum benefit shall be equal to the present value of the ten year payout period described above and calculated using the same actuarial present value discount rate that is used to calculate the Accrued Liability. The lump sum benefit shall be paid on the first day of the month following the Executives Separation from Service.
2.5 Death During Active Service. In the event of the Executives death while actively employed by the Bank, at any time after the Effective Date but prior to the commencement of benefit payments otherwise due under this Plan, the Bank shall pay to the Executives Beneficiary an annual amount of fifty thousand dollars ($50,000) for a period of ten (10) years in equal monthly installments for one hundred twenty (120) months. The first installment shall commence on the first day of the month following the Executives death with subsequent installments being paid on the first day of each month thereafter. (For example: $50,000 x 10 years = $500,000 aggregate benefit / 120 months = $4,166.66 per month).
2.6 Death During Distribution of a Benefit. In the event of the Executives death after any benefit distributions have commenced under this Plan but before receiving all such distributions, the Bank shall pay the remaining benefits to the Executives Beneficiary at the same time and in the same amounts that they would have been paid to the Executive had the Executive survived.
2.7 Elections as to Form of Payment. Within thirty (30) days following the date the Executive becomes eligible to participate in the Plan, the Executive shall elect on an Election Form, the form of payment in the event of her Early Retirement under Section 2.1, her Normal Retirement under Section 2.2, and in the event of a Change in Control under Section 2.4. Such election shall remain unchanged unless the Executive elects to change the form of payment according to the requirements of Section 409A and Section 2.8 below. To the extent that the Executive does not designate the form of payment on the Election Form, or such designation does not comply with the terms of the Plan, the Executive will be deemed to have elected to receive payment in one hundred twenty (120) monthly installments.
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2.8 Changes in Form or Timing of Distributions. The Executive may delay the time of payment or change the form of payment as expressly provided under this Section 2.8 and Section 409A (hereinafter, a Subsequent Deferral Election). Notwithstanding the foregoing, a Subsequent Deferral Election cannot accelerate any payment. A Subsequent Deferral Election which delays payment or changes the form of payment is permitted only if all of the following requirements are met:
(a) the Subsequent Deferral Election does not take effect until at least twelve (12) months after the date on which the election is made;
(b) if the Subsequent Deferral Election relates to a payment based on Separation from Service or a payment made at a specified time, the election must result in payment being deferred for a period of not less than five (5) years from the date the first amount was scheduled to be paid;
(c) if the Subsequent Deferral Election relates to a payment at a specified time, the Executive must make the election not less than twelve (12) months before the date the first amount was scheduled to be paid.
For purposes of applying the Subsequent Deferral Election requirements, installment payments shall be treated as a single payment. Any election made pursuant to this Section shall be made on such Election Forms or electronic media as is required by the Plan Administrator, in accordance with the rules established by the Plan Administrator and shall comply with all requirements of Section 409A.
2.9 Restrictions on Time of Payment. Solely to the extent necessary to avoid penalties under Section 409A, payments to be made as a result of a Separation from Service under this Article may not commence earlier than six (6) months after the Executives Separation from Service if, pursuant to Section 409A, the Executive is considered a Specified Employee. In the event a distribution is delayed pursuant to this paragraph, the originally scheduled payment shall be delayed for six (6) months, and shall commence instead on the first day of the seventh month following Separation from Service.
2.10 Acceleration of Payments. Except as specifically permitted herein or in other sections of this Plan, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated hereunder by the Bank (without any direct or indirect election on the part of the Executive), in accordance with the provisions of Treasury Regulation § l.409A-3(j)(4) and any subsequent guidance issued by the United States Treasury Department. Accordingly, payments may be accelerated, in accordance with the provisions of Treasury Regulation § 1.409A-3(j)(4) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the Federal Government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in limited cashouts (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may become due at any time that the Plan fails to meet the requirements of Section 409A (but in no case shall such payments exceed the amount to be included in income as a result of the failure to comply with the requirements of Section 409A).
2.11 Unsecured General Creditor Status of Executive.
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(a) Payment to the Executive or Beneficiary hereunder shall be made from the Banks general assets and no person shall have any interest in any such asset by virtue of any provision of this Plan. The Banks obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. To the extent that any person acquires a right to receive payments from the Bank under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Bank and no such person shall have or acquire any legal or equitable right, interest, or claim in or to any property or assets of the Bank.
(b) In the event that the Bank purchases an insurance policy or policies insuring the life of the Executive to allow the Bank to recover or meet the cost of providing benefits, in whole or in part, hereunder, the Executive or Beneficiary shall not have any rights whatsoever in said policy or the proceeds therefrom. The Bank shall be the primary owner and beneficiary of any such insurance policy or property and shall possess and may exercise all incidents of ownership therein. No insurance policy with regard to any director, highly compensated employee, or highly compensated individual as defined in Code Section 101(j) shall be acquired before satisfying the Code Section 101(j) Notice and Consent requirements.
(c) In the event that the Bank purchases an insurance policy or policies on the life of the Executive as provided for above, then all of such policies shall be subject to the claims of the creditors of the Bank.
(d) If the Bank chooses to obtain insurance on the life of the Executive in connection with its obligations under this Plan, the Executive shall take such physical examinations and truthfully and completely supply such information as may be required by the Bank or the insurance company designated by the Bank.
2.12 Facility of Payment. If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that persons property, the Plan Administrator may direct payment of such benefit to the guardian, legal representative or person having care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship, as it may deem appropriate, prior to payment of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such distribution amount.
2.13 Delays. If the Bank reasonably anticipates that any payment scheduled to be made under this Plan would violate securities laws (or other applicable laws) or jeopardize the ability of the Bank to continue as a going concern if paid as scheduled, then the Bank may defer that payment, provided the Bank treats payments to all similarly situated Executives participating in all aggregated plans on a reasonably consistent basis. In addition, the Bank may, in its discretion, delay a payment upon such other events and conditions as the IRS may prescribe, provided the Bank treats payments to all similarly situated Executives participating in all aggregated plans on a reasonably consistent basis. The amounts so accrued in accordance with the terms of the Plan shall be distributed to the Executive or her Beneficiary (in the event of the Executives death) at the earliest possible date on which the Bank reasonably anticipates that such violation or material harm would be avoided or as otherwise prescribed by the IRS.
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2.14 Distributions Upon Income Inclusion. Under Section 409A, upon the inclusion of any amount into the Executives income as a result of the failure of this Plan to comply with the requirements of Section 409A, to the extent that such tax liability can be covered by the Accrued Liability, a distribution shall be made as soon as is administratively practicable following the discovery of the Plan failure.
ARTICLE 3
VESTING/FORFEITURES
3.1 Vesting. For purposes of calculating the Executives Early Retirement Benefit and Disability Benefit under Sections 2.1 and 2.3 respectively, the Executive shall vest in her Retirement Benefit according to the following schedule:
Age at Separation from Service |
Percent Vested | |||
Prior to 62 |
0 | % | ||
62 but prior to 63 |
91 | % | ||
63 but prior to 64 |
94 | % | ||
64 but prior to 65 |
97 | % | ||
65 or older |
100 | % |
3.2 Removal. Notwithstanding any provision of this Plan to the contrary, the Bank shall not distribute any benefit under this Plan if the Executive is subject to a final removal or prohibition order issued by an appropriate banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.
3.3 Termination for Cause. Notwithstanding any provision of this Plan to the contrary, if the Executives service is terminated for Cause at any time, the Bank shall not distribute any benefits under this Plan and all benefits herein shall be forfeited.
3.4 Suicide or Misstatement. No benefits shall be distributed if the Executive commits suicide within two (2) years after the Effective Date of this Plan, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Bank denies coverage: (i) for material misstatements of fact made by the Executive on an application for such life insurance, or (ii) for any other reason.
3.5 Noncompete. Notwithstanding any other provision of this Plan to the contrary, neither the Executive nor her personal representatives nor any Beneficiary shall receive any payment or other benefit whatsoever under this Plan if the Executive engages in, directly or indirectly, Competitive Activity during her employment or within one (1) year following her termination of employment. Competitive Activity shall mean:
(a) Engaging, as an individual, proprietor, partner, stockholder, officer, employee, consultant, joint venture, investor, lender, or in any other capacity whatsoever (except as a holder of less than two percent (2%) of the total outstanding stock of a publicly-held Bank), in any business concurrently being carried out by the Bank anywhere within the Banks primary market areas at the time of such activity by the Executive; or
8
(b) Recruiting, soliciting, or inducing, or attempting to induce, any employee(s) of the Bank to terminate their employment with, or otherwise cease any relationship with the Bank; or soliciting, diverting, taking away, or attempting to divert or take away, any business of any of the clients, customers or accounts, or prospective clients, customers or accounts of the Bank which were contacted, solicited or served by the Executive or were directly or indirectly under the Executives responsibility, while the Executive was employed by the Bank.
If the Executive engages in Competitive Activity as defined above, any remaining supplemental retirement benefits are forfeited.
ARTICLE 4
BENEFICIARY DESIGNATION
4.1 Designation of Beneficiaries.
(a) |
The Executive may designate any person or persons (who may be named contingently or successively) to receive any benefits payable under the Plan upon the Executives death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Plan Administrator, and shall be effective only when filed with the Plan Administrator during the Executives lifetime. |
(b) |
In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Executive, the Bank shall pay the benefit payment to the Executives spouse, if then living, and if the spouse is not then living to the Executives then living descendants, if any, per stirpes, and if there are no living descendants, to the Executives estate. In determining the existence or identity of anyone entitled to a benefit payment, the Bank may rely conclusively upon information supplied by the Executives personal representative, executor, or administrator. |
(c) |
The Executives designation of a Beneficiary will not be revoked or changed automatically by any future marriage or divorce. Should the Executive wish to change the designated Beneficiary in the event of a future marriage or divorce, the Executive will have to do so by means of filing a new Beneficiary Designation Form with the Plan Administrator. |
(d) |
If a question arises as to the existence or identity of anyone entitled to receive a death benefit payment under the Plan, or if a dispute arises with respect to any death benefit payment under the Plan, the Bank may distribute the payment to the Executives estate without liability for any tax or other consequences, or may take any other action which the Bank deems to be appropriate. |
4.2 Information to be Furnished by Executive and Beneficiary; Inability to Locate Executive or Beneficiary. Any communication, statement or notice addressed to the Executive or to a Beneficiary at his or her last post office address as shown on the Banks records shall be binding on the Executive or Beneficiary for all purposes of the Plan. The Bank shall not be obliged to search for the Executive or Beneficiary beyond the sending of a registered letter to such last known address.
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ARTICLE 5
PLAN ADMINISTRATION
5.1 Plan Administrator Duties. This Plan shall be administered by the Plan Administrator, or such committee or person(s) as the Plan Administrator shall appoint. The Plan Administrator shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and (ii) decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan.
5.2 Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of this Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Plan.
5.3 Agents. In the administration of this Plan, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank.
5.4 Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Plan Administrator or any of its members.
5.5 Bank Information. To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator, on all matters relating to the compensation of the Executive, the date and circumstances of the death, Disability or Separation from Service of the Executive, a Change in Control, and such other pertinent information as the Plan Administrator may reasonably require.
5.6 Annual Statement. The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Plan.
5.7 Compliance with Section 409A.
(a) Notwithstanding anything contained herein to the contrary, the interpretation and distribution of the Executives benefits under the Plan shall be made in a manner and at such times as to comply with all applicable provisions of Section 409A and the regulations and guidance promulgated thereunder, or an exception or exclusion therefrom to avoid the imposition of any accelerated or additional taxes. Any defined terms shall be construed consistent with Section 409A and any terms not specifically defined shall have the meaning set forth in Section 409A.
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(b) The intent of this Section is to ensure that the Executive is not subject to any tax liability or interest penalty, by reason of the application of Code Section 409A(a)(1) as a result of any failure to comply with all the requirements of Section 409A, and this Section shall be interpreted in light of, and consistent with, such requirements. This Section shall apply to distributions under the Plan, but only to the extent required in order to avoid taxation of, or interest penalties on, the Executive under Section 409A. These rules shall also be deemed modified or supplemented by such other rules as may be necessary, from time to time, to comply with Section 409A.
ARTICLE 6
AMENDMENT AND TERMINATION
6.1 Amendment. This Plan may be amended only by a written agreement signed by the Company and the Executive. However, the Company may unilaterally amend this Plan to conform with written directives to the Company from its auditors, to ensure that the Plan is characterized as a top-hat plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA Sections 201(2), 30l(a)(3), and 401(a)(1), or to conform the Plan to the provisions of Section 409A and to conform the Plan to the requirements of any other applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any interest of the Executive or a Beneficiary hereunder.
6.2 Plan Termination In General. The Bank reserves the right to terminate the Plan at any time without the consent of the Executive. The benefit payable in the event of a Plan termination shall be the vested Accrued Liability, determined as of the date the Plan is terminated. Except as provided in Section 6.4, the termination of this Plan shall not cause a distribution of benefits under this Plan. Rather, after such termination, benefit distributions will be made at the earliest distribution event permitted under Article 2.
6.3 Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 6.3, any acceleration of the payment of benefits due to Plan termination shall comply with the following subparagraphs, but only as permitted in accordance with Section 409A and Treasury Regulation § l.409A-3(j)(4)(ix). The Bank may distribute the vested Accrued Liability, determined as of the date of the termination of the Plan, to the Executive in a lump sum subject to the terms below.
(a) Upon the Banks termination of this and all other arrangements that would be aggregated with this Plan pursuant to Treasury Regulation § l.409A-1(c) if the Executive participated in such arrangements (Similar Arrangements), provide that: (i) the termination does not occur proximate to a downturn in the financial health of the Bank; (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination; and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Plan.
(b) Upon the Banks dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Executives gross income in the latest of: (i) the calendar year on which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable; or
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(c) Within thirty (30) days before, or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of the Plan and further provided that all the Banks arrangements which are substantially similar to the Plan are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the Plan.
ARTICLE 7
CLAIMS PROCEDURE
7.1 Claims Procedure. This Article is based on Department of Labor Regulation § 2560.503-1. If any provision of this Article conflicts with the requirements of those regulations, the requirements of those regulations will prevail. A Claimant who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:
(a) InitiationWritten Claim. The Claimant initiates a claim by submitting a written claim for the benefits to the Plan Administrator. The Plan Administrator will, upon written request of a Claimant, make available copies of all forms and instructions necessary to file a claim for benefits or advise the Claimant where such forms and instructions may be obtained. If the claim relates to Disability benefits, then the Plan Administrator shall designate a sub-committee to conduct the initial review of the claim (and applicable references below to the Plan Administrator shall mean such sub-committee).
(b) Timing of Plan Administrator Response. The Plan Administrator shall respond to such Claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days by notifying the Claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. In the event that the claim for benefits pertains to Disability, the Plan Administrator shall provide written response within forty-five (45) days, but can extend this response period by an additional thirty (30) days, if necessary, due to circumstances beyond the Plan Administrators control. Any notice of extension must set forth the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision.
(c) Notice of Decision. If the Plan Administrator denies part or all of the claim, the Bank shall notify the Claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth:
i. |
The specific reasons for the denial; |
ii. |
A reference to the specific provisions of the Plan on which the denial is based; |
iii. |
A description of any additional information or material necessary for the Claimant to perfect the claim and an explanation of why it is needed; |
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iv. |
An explanation of the Plans review procedures and the time limits applicable to such procedures; and |
v. |
A statement of the Claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. |
7.2 Review Procedure. If the Plan Administrator denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:
(a) InitiationWritten Request. To initiate the review, the Claimant, within sixty (60) days after receiving the Plan Administrators notice of denial, must file with the Plan Administrator a written request for review.
(b) Review of a Disability Benefit Claim. If the Claimants initial claim is for Disability benefits, any review of a denied claim shall be made by members of the Plan Administrator other than the original decision maker(s) and such person(s) shall not be a subordinate of the original decision maker(s).
(c) Additional SubmissionsInformation Access. The Claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimants claim for benefits.
(d) Considerations on Review. In considering the review, the Plan Administrator shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. Additional considerations shall be required in the case of a claim for Disability benefits. For example, the claim will be reviewed without deference to the initial adverse benefits determination and, if the initial adverse benefit determination was based in whole or in part on a medical judgment, the Plan Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination or the subordinate of such individual. If the Plan Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon), the Plan Administrator will identify such experts.
(e) Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to such Claimant within sixty (60) days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional sixty (60) days by notifying the Claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision.
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(f) Notice of Decision. The Plan Administrator shall notify the Claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth:
(i) |
The specific reasons for the denial; |
(ii) |
A reference to the specific provisions of the Plan on which the denial is based; |
(iii) |
A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimants claim for benefits; and |
(iv) |
A statement of the Claimants right to bring a civil action under ERlSA Section 502(a). |
7.3 Exhaustion of Remedies. A Claimant must follow the claims review procedures under this Plan and exhaust his or her administrative remedies before taking any further action with respect to a claim for benefits.
7.4 Arbitration. Any controversy or claim arising out of or relating to this Plan shall be settled by arbitration in accordance with the rules of the American Arbitration Association; and judgment upon the award rendered by an arbitrator may be entered in any court having jurisdiction thereof. The arbitrators in any such controversy shall have no authority or power to modify or alter any express condition or provision of this Plan or to render an award which has the effect of altering or modifying any express condition or provision hereof. The parties hereby submit themselves and consent to the jurisdiction of the Courts of the State of Massachusetts and further consent that any process or notice of motion, or other application of the Court, or any judge thereof, may be served outside the State of Massachusetts by certified mail or by personal service provided that a reasonable time for appearance is allowed.
ARTICLE 8
MISCELLANEOUS
8.1 Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors of the Bank for the distribution of benefits under this Plan. The benefits represent the mere promise by the Bank to distribute such benefits. Any insurance on the Executives life or other informal funding asset is a general asset of the Bank to which the Executive and Beneficiary have no preferred or secured claim.
8.2 Binding Effect. This Plan shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, administrators and transferees.
8.3 No Guarantee of Employment. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive without regard to the existence of the Plan.
8.4 Governing Law. The Plan shall be administered, construed and governed in all respects under and by the laws of the Commonwealth of Massachusetts, without reference to the principles of conflicts of law (except and to the extent preempted by applicable federal law).
8.5 Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein .
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8.6 Nonassignability. Neither the Executive nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber, transfer, hypothecate, alienate, or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part hereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony, or separate maintenance owed by the Executive or any other person, be transferable by operation of law in the event of the Executives or any other persons bankruptcy or insolvency, or be transferable to a spouse as a result of a property settlement or otherwise. If the Executive, Beneficiary, or successor in interest is adjudicated bankrupt or purports to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber transfer, hypothecate, alienate, or convey in advance of actual receipt, the amount, if any, payable hereunder, or any part thereof, the Plan Administrator, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of the Executive, Beneficiary, or successor in interest in such manner as the Plan Administrator shall direct.
8.7 Alternative Action. In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by the Plan, the Bank or the Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Plan and is in the best interests of the Bank. Any alternative acts shall be restricted to actions which do not violate Section 409A.
8.8 Notice. Any notice, consent, or demand required or permitted to be given under the provisions of this Plan shall be in writing and shall be signed by the party giving or making the same. If such notice, consent, or demand is mailed, it shall be sent by United States certified mail, postage prepaid, addressed to the Executives or Beneficiarys last known address as shown on the records of the Bank or to the Banks principle place of business. The date of such mailing shall be deemed the date of notice consent, or demand . Any person may change the address to which notice is to be sent by giving notice of the change of address in the manner aforesaid.
8.9 Headings. Article and section headings are inserted for reference and convenience only and shall not be control or affect the meaning or construction of any of its provisions.
8.10 Interpretation. Wherever the fulfillment of the intent and purpose of this Plan requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.
8.11 Reorganization. The Bank shall not merge or consolidate into or with another bank or reorganize, or sell substantially all of its assets to another bank, firm, or person unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the obligations of the Bank under this Plan. Upon the occurrence of such event, the term Bank as used in this Plan shall be deemed to refer to the successor or survivor bank.
8.12 Tax Withholding. The Bank may make such provisions and take such action as it may deem necessary or appropriate for the withholding of any taxes which the Bank is required by any law or regulation of any governmental authority, whether federal, state, or local, to withhold in connection with any benefits under the Plan, including, but not limited to, the withholding of
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appropriate sums from any amounts otherwise payable to the Executive (or Beneficiary). The Executive, however, shall be responsible for the payment of all individual tax liabilities relating to any such benefits.
8.13 Entire Agreement. This Plan constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Plan other than those specifically set forth herein.
IN WITNESS WHEREOF, the parties execute this amendment and restatement as of the date first written above:
EXECUTIVE | COLONIAL FEDERAL SAVINGS BANK | |||||
/s/ Susan J. Shea |
/s/ Michael E. McFarland |
|||||
Susan J. Shea | By: Michael E. McFarland | |||||
Title: President & CEO |
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Exhibit 10.6
COLONIAL FEDERAL SAVINGS BANK
DEFERRED COMPENSATION PLAN
Amended and Restated Effective as of August 1, 2014
As Subsequently Amended and Restated Effective as of July 1, 2021
This amended and restated Deferred Compensation Plan (the Plan) is adopted by Colonial Federal Savings Bank (the Bank), a bank organized and existing under the laws of the United States of America, with its principal place of business in Quincy, Massachusetts, and Kemal A. Denizkurt (the Executive).
RECITALS:
WHEREAS, the Bank and the Executive previously entered into the Plan effective December 31, 2012; the Plan was amended and restated effective as of August 1, 2014, and the Plan continues to exist for the purpose of providing deferred compensation benefits to the Executive, and
WHEREAS, the purpose of this amendment and restatement is to clarify the Banks intent regarding the benefits offered to the Executive and to incorporate best practice standards for the Plan; and
WHEREAS, this Plan is intended to be an unfunded plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (ERISA); and
WHEREAS, the Bank intends that each and every provision of this Plan shall be administered and operated in accordance with all requirements set forth in U.S. Internal Revenue Code Section (Section 409A) and the Treasury Regulations issued thereunder; and
WHEREAS, this amended and restated document does not alter the time or form of any benefits as previously provided or has been elected by the Executive pursuant to previous versions of the Plan.
NOW, THEREFORE, in consideration of the foregoing premises and the benefits continued to be provided hereunder, the Bank and the Executive hereby mutually covenant and agree as follows:
ARTICLE 1
DEFINITIONS
The following Article provides definitions of terms used throughout this Plan, and whenever used herein in a capitalized form, except as otherwise expressly provided, the terms shall be deemed to have the following meanings:
1.1 Accrued Liability shall mean the dollar value of the liability accrued and expensed by the Bank under Generally Accepted Accounting Principles (GAAP) for the Banks obligation as to the Executives Retirement Benefit under this Plan.
1.2 Affiliate shall mean any corporation, partnership, joint venture, association, or similar organization or entity, other than the Bank, that is a member of a controlled group of corporations in which the Bank is a member, as defined in Internal Revenue Code Section 414(b) and all other trade or business (whether or not incorporated) under common control of or with the Bank, as defined in Internal Revenue Code Section 414(c).
1.3 Bank shall mean Colonial Federal Savings Bank, and its successors and assigns, unless otherwise provided in this Plan, or any other banking corporation which, with the consent of Colonial Federal Savings Bank, or its successors or assigns, assumes the Banks obligations under this Plan, or any Affiliate which agrees, with the consent of Colonial Federal Savings Bank, or its successors or assigns, to become a party to the Plan.
1.4 Beneficiary or Beneficiaries shall mean the person(s), trust(s) or other entity or entities designated by the Executive in accordance with the procedures established by the Plan Administrator, to receive benefits under the Plan after the death of the Executive.
1.5 Beneficiary Designation Form shall mean the form established from time to time by the Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator to designate one or more Beneficiaries.
1.6 Board shall mean the Board of Directors of the Bank; provided that any action taken by a duly authorized committee of the Board within the scope of authority delegated to it by the Board shall be considered an action of the Board of Directors for the purpose of this Plan.
1.7 Cause shall include conduct by the Executive determined by the Bank to be: (a) deliberate dishonesty with respect to the Bank or any subsidiary or Affiliate thereof; (b) conviction of a crime involving moral turpitude; or (c) gross and willful failure to perform a substantial portion of the Executives duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to the Executive pursuant to a two-thirds (2/3) vote of the Board then in office, such vote to set forth in reasonable details the nature of such failure.
1.8 Change in Control shall mean: (i) the Bank is converted from a mutual savings bank to an entity which issues stock and is owned by its shareholders; (ii) an acquisition of the Bank by means of a merger or consolidation of the Bank into another entity or a purchase of all or substantially all of its assets, if as a result thereof, a majority of the Board of the successor or acquiring corporation (or other entity) is not comprised of individuals who constituted a majority of the Board of the Bank immediately prior to the merger, consolidation or purchase of assets; or (iii) a completed liquidation or dissolution of the Bank or sale or other disposition of all or substantially all of the assets of the Bank is consummated, other than to individuals or entities who were beneficial owners of the Bank immediately prior to such sale or disposition. Notwithstanding the foregoing, the term Change in Control is subject to the definition and provisions contained in Section 409A and Treasury Regulations §§ l.409A3(i)(5)(v), (vi) and (vii).
1.9 Claimant shall mean the Executive or a Beneficiary who believes that he or she is entitled to a benefit under this Plan or being denied a benefit to which he or she is entitled hereunder.
1.10 Code shall mean the U.S. Internal Revenue Code of 1986 and the Treasury Regulations or other authoritative guidance issued thereunder, as amended from time to time.
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1.11 Disabled or Disability shall mean a condition of the Executive whereby he either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Bank. The Executive shall be deemed Disabled if the Social Security Administration has determined him to be totally disabled. Additionally, the Executive will be deemed Disabled if determined to be disabled in accordance with a disability insurance program, provided that the definition of disability applied under such program complies with Code Section 409A. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administrations or providers determination.
1.12 Effective Date of the original Plan shall mean December 31, 2013, and shall mean July 1, 2021, of this amendment and restatement.
1.13 Election Form shall mean the form or forms established from time to time by the Plan Administrator (in a paper or electronic format) on which the Executive makes certain designations as required under the terms of this Plan.
1.14 ERISA shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time, and the regulations and guidance promulgated thereunder.
1.15 Executive shall mean Kemal A. Denizkurt, a member of a select group of management or highly compensated employees of the Bank (within the meaning of ERISA).
1.16 Plan shall mean this Colonial Federal Savings Bank Deferred Compensation Plan, which shall be evidenced by this instrument and any Election Forms, as may be amended from time to time. For purposes of applying Code Section 409A requirements, the benefit of the Executive under this Plan is a non-account balance plan under Treasury Regulation § l.409A-1(c)(2)(i)(C).
1.17 Plan Administrator shall mean the Board or its designee. The Executive may not vote in any Board decision relating solely to his individual benefits under this Plan.
1.18 Plan Year shall mean the calendar year.
1.19 Retirement Age shall mean the date the Executive attains the age of sixty-five (65).
1.20 Retirement Benefit shall mean an annual amount equal to Twenty-Five Thousand and 00/l 00 dollars ($25,000.00).
1.21 Section 409A shall mean Code Section 409A and the Treasury Regulations or other authoritative guidance issued thereunder.
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1.22 Separation from Service or Separates from Service shall mean the Executive has experienced a termination of employment with the Bank. Whether a termination of employment or service has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an Executive or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an Executive or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Bank, if that is less than thirty-six (36) months).
1.23 Specified Employee shall mean the Executive meeting the definition of a key employee as such term is defined in Code Section 416(i)(1)(A)(i), (ii) or (iii) (without regard to the Treasury Regulations thereunder and Section 416(i)(5)). However, the Executive is not a Specified Employee unless any stock of the Bank is publicly traded on an established securities market or otherwise, as defined in Treasury Regulation §1.897-1(m). If the Executive is a key employee at any time during the twelve (12) months ending on December 31, the identification date, the Executive is a Specified Employee for the twelve (12) month period ending on the first day of the fourth month following the identification date. The determination of the Executive as a Specified Employee shall be made by the Plan Administrator in accordance with Code Section 4.1.6(i) and the specified employee requirements of Section 409A.
1.24 Treasury Regulation or Treasury Regulations shall mean regulations promulgated by the Internal Revenue Service for the U.S. Department of the Treasury, as they may be amended from time to time.
1.25 Vested Retirement Benefit shall mean the Retirement Benefit multiplied by the vesting schedule described in Article 4 hereof.
1.26 Year of Service shall mean each consecutive twelve (12) month period during which the executive is employed on a full-time basis by the Bank, inclusive of any approved leaves of absence, beginning on the Executives date of hire.
ARTICLE 2
PAYMENT OF BENEFITS
2.1 Early Retirement Benefit. In the event the Executive Separates from Service (for reasons other than death, Disability, or termination for Cause) prior to attaining her Retirement Age and after attaining the age of sixty-two (62), and prior to the commencement of benefit payments otherwise due under this Plan, provided that the Executive has completed at least ten (10) Years of Service with the Bank, the Bank shall pay to the Executive her Vested Retirement Benefit, calculated as of the date of Separation from Service, over a period of ten (10) years in equal monthly installments for one hundred twenty (120) months. The first installment shall commence on the first day of the month following the Executives Separation from Service with subsequent installments being paid on the first day of each month thereafter. Monthly installments shall be determined by dividing the vested Retirement Benefit by 120. NOTE: The Executive may elect to receive a single lump sum payment in lieu of monthly installments. The lump sum benefit shall be equal to the present value of the ten-year payout period described above and calculated using the same actuarial present value discount rate that is used to calculate the Accrued Liability. The lump sum benefit shall be paid on the first day of the month following the Executives Separation from Service.
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2.2 Normal Retirement Benefit. In the event the Executive Separates from Service (for reasons other than Death, Disability, or termination for Cause) on or after his Retirement Age and prior to the commencement of benefit payments otherwise due under the Plan, the Bank shall pay to the Executive his Retirement Benefit for a period of ten (10) years in equal monthly installments for one hundred twenty (120) months. The first installment shall commence on the first day of the month following the Executives Separation from Service with subsequent installments being paid on the first day of each month thereafter. (For example: $25,000 x 10 years; $250,000 aggregate benefit/120 months = $2,083.33 per month) NOTE: The Executive may elect to receive a single lump sum payment in lieu of monthly installments. The lump sum benefit shall be equal to the present value of the ten-year payout period described above and calculated using the same actuarial present value discount rate that is used to calculate the Accrued Liability. The lump sum benefit shall be paid on the first day of the month following the Executives Separation from Service.
2.3 Disability Benefit. In the event the Executive Separates from Service due to Disability, prior to the commencement of benefit payments otherwise due under this Plan, and provided that the Executive has completed at least ten (10) Years of Service with the Bank, the Bank shall pay to the Executive his Vested Retirement Benefit, calculated as of the date of Separation from Service, in the same form as elected by the Executive under Section 2.1. Payment shall be made or commence to be paid on the first day of the month following the Executives Separation from Service.
2.4 Change in Control Benefit. In the event the Executive involuntarily Separates from Service within twenty-four (24) months following a Change in Control, prior to the commencement of benefit payments otherwise due under this Plan, the Bank shall pay to the Executive his Retirement Benefit for a period of ten (10) years in equal monthly installments for one hundred twenty (120) months. The first installment shall commence within thirty (30) days following the Executives Separation from Service with subsequent installments being paid on the first day of each month thereafter. NOTE: The Executive may elect to receive a single lump sum payment in lieu of monthly installments. The lump sum benefit shall be equal to the present value of the ten year payout period described above and calculated using the same actuarial present value discount rate that is used to calculate the Accrued Liability. The lump sum benefit shall be paid on the first day of the month following the Executives Separation from Service.
2.5 Death During Active Service. In the event of the Executives death while actively employed by the Bank, at any time after the Effective Date but prior to the commencement of benefit payments otherwise due under this Plan, the Bank shall pay to the Executives Beneficiary an annual amount of fifty thousand dollars ($50,000) for a period of ten (10) years in equal monthly installments for one hundred twenty (120) months. The first installment shall commence on the first day of the month following the Executives death with subsequent installments being paid on the first day of each month thereafter. (For example: $50,000 x 10 years = $500,000 aggregate benefit / 120 months = $4,166.66 per month).
2.6 Death During Distribution of a Benefit. In the event of the Executives death after any benefit distributions have commenced under this Plan but before receiving all such distributions, the Bank shall pay the remaining benefits to the Executives Beneficiary at the same time and in the same amounts that they would have been paid to the Executive had the Executive survived.
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2.7 Elections as to Form of Payment. Within thirty (30) days following the date the Executive becomes eligible to participate in the Plan, the Executive shall elect on an Election Form, the form of payment in the event of his Early Retirement under Section 2.1, his Normal Retirement under Section 2.2, and in the event of a Change in Control under Section 2.4. Such election shall remain unchanged unless the Executive elects to change the form of payment according to the requirements of Section 409A and Section 2.8 below. To the extent that the Executive does not designate the form of payment on the Election Form, or such designation does not comply with the terms of the Plan, the Executive will be deemed to have elected to receive payment in one hundred twenty (120) monthly installments.
2.8 Changes in Form or Timing of Distributions. The Executive may delay the time of payment or change the form of payment as expressly provided under this Section 2.8 and Section 409A (hereinafter, a Subsequent Deferral Election). Notwithstanding the foregoing, a Subsequent Deferral Election cannot accelerate any payment. A Subsequent Deferral Election which delays payment or changes the form of payment is permitted only if all of the following requirements are met:
(a) the Subsequent Deferral Election does not take effect until at least twelve (12) months after the date on which the election is made;
(b) if the Subsequent Deferral Election relates to a payment based on Separation from Service or a payment made at a specified time, the election must result in payment being deferred for a period of not less than five (5) years from the date the first amount was scheduled to be paid;
(c) if the Subsequent Deferral Election relates to a payment at a specified time, the Executive must make the election not less than twelve (12) months before the date the first amount was scheduled to be paid.
For purposes of applying the Subsequent Deferral Election requirements, installment payments shall be treated as a single payment. Any election made pursuant to this Section shall be made on such Election Forms or electronic media as is required by the Plan Administrator, in accordance with the rules established by the Plan Administrator and shall comply with all requirements of Section 409A.
2.9 Restrictions on Time of Payment. Solely to the extent necessary to avoid penalties under Section 409A, payments to be made as a result of a Separation from Service under this Article may not commence earlier than six (6) months after the Executives Separation from Service if, pursuant to Section 409A, the Executive is considered a Specified Employee. In the event a distribution is delayed pursuant to this paragraph, the originally scheduled payment shall be delayed for six (6) months, and shall commence instead on the first day of the seventh month following Separation from Service.
2.10 Acceleration of Payments. Except as specifically permitted herein or in other sections of this Plan, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated hereunder by the Bank (without any direct or indirect election on the part of the Executive), in accordance with the provisions of Treasury Regulation § l.409A-3(j)(4) and any subsequent guidance issued by the United States Treasury Department. Accordingly, payments may be accelerated, in accordance with the provisions of Treasury Regulation § 1.409A-3(j)(4) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the Federal Government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in limited cashouts (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may become due at any time that the Plan fails to meet the requirements of Section 409A (but in no case shall such payments exceed the amount to be included in income as a result of the failure to comply with the requirements of Section 409A).
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2.11 Unsecured General Creditor Status of Executive.
(a) Payment to the Executive or Beneficiary hereunder shall be made from the Banks general assets and no person shall have any interest in any such asset by virtue of any provision of this Plan. The Banks obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. To the extent that any person acquires a right to receive payments from the Bank under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Bank and no such person shall have or acquire any legal or equitable right, interest, or claim in or to any property or assets of the Bank.
(b) In the event that the Bank purchases an insurance policy or policies insuring the life of the Executive to allow the Bank to recover or meet the cost of providing benefits, in whole or in part, hereunder, the Executive or Beneficiary shall not have any rights whatsoever in said policy or the proceeds therefrom. The Bank shall be the primary owner and beneficiary of any such insurance policy or property and shall possess and may exercise all incidents of ownership therein. No insurance policy with regard to any director, highly compensated employee, or highly compensated individual as defined in Code Section 101(j) shall be acquired before satisfying the Code Section 101(j) Notice and Consent requirements.
(c) In the event that the Bank purchases an insurance policy or policies on the life of the Executive as provided for above, then all of such policies shall be subject to the claims of the creditors of the Bank.
(d) If the Bank chooses to obtain insurance on the life of the Executive in connection with its obligations under this Plan, the Executive shall take such physical examinations and truthfully and completely supply such information as may be required by the Bank or the insurance company designated by the Bank.
2.12 Facility of Payment. If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that persons property, the Plan Administrator may direct payment of such benefit to the guardian, legal representative or person having care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship, as it may deem appropriate, prior to payment of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such distribution amount.
2.13 Delays. If the Bank reasonably anticipates that any payment scheduled to be made under this Plan would violate securities laws (or other applicable laws) or jeopardize the ability of the Bank to continue as a going concern if paid as scheduled, then the Bank may defer that payment, provided the Bank treats payments to all similarly situated Executives participating in all aggregated plans on a reasonably consistent basis. In addition, the Bank may, in its discretion, delay a payment upon such other events and conditions as the IRS may prescribe, provided the Bank treats payments to all similarly situated Executives participating in all aggregated plans on a reasonably consistent basis. The amounts so accrued in accordance with the terms of the Plan shall be distributed to the Executive or his Beneficiary (in the event of the Executives death) at the earliest possible date on which the Bank reasonably anticipates that such violation or material harm would be avoided or as otherwise prescribed by the IRS.
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2.14 Distributions Upon Income Inclusion. Under Section 409A, upon the inclusion of any amount into the Executives income as a result of the failure of this Plan to comply with the requirements of Section 409A, to the extent that such tax liability can be covered by the Accrued Liability, a distribution shall be made as soon as is administratively practicable following the discovery of the Plan failure.
ARTICLE 3
VESTING/FORFEITURES
3.1 Vesting. For purposes of calculating the Executives Early Retirement Benefit and Disability Benefit under Sections 2.1 and 2.3 respectively, the Executive shall vest in his Retirement Benefit according to the following schedule:
Age at Separation from Service |
Percent Vested | |||
Prior to 62 |
0 | % | ||
62 but prior to 63 |
91 | % | ||
63 but prior to 64 |
94 | % | ||
64 but prior to 65 |
97 | % | ||
65 or older |
100 | % |
3.2 Removal. Notwithstanding any provision of this Plan to the contrary, the Bank shall not distribute any benefit under this Plan if the Executive is subject to a final removal or prohibition order issued by an appropriate banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.
3.3 Termination for Cause. Notwithstanding any provision of this Plan to the contrary, if the Executives service is terminated for Cause at any time, the Bank shall not distribute any benefits under this Plan and all benefits herein shall be forfeited.
3.4 Suicide or Misstatement. No benefits shall be distributed if the Executive commits suicide within two (2) years after the Effective Date of this Plan, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Bank denies coverage: (i) for material misstatements of fact made by the Executive on an application for such life insurance, or (ii) for any other reason.
3.5 Noncompete. Notwithstanding any other provision of this Plan to the contrary, neither the Executive nor his personal representatives nor any Beneficiary shall receive any payment or other benefit whatsoever under this Plan if the Executive engages in, directly or indirectly, Competitive Activity during his employment or within one (1) year following his termination of employment. Competitive Activity shall mean:
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(a) Engaging, as an individual, proprietor, partner, stockholder, officer, employee, consultant, joint venture, investor, lender, or in any other capacity whatsoever (except as a holder of less than two percent (2%) of the total outstanding stock of a publicly-held Bank), in any business concurrently being carried out by the Bank anywhere within the Banks primary market areas at the time of such activity by the Executive; or
(b) Recruiting, soliciting, or inducing, or attempting to induce, any employee(s) of the Bank to terminate their employment with, or otherwise cease any relationship with the Bank; or soliciting, diverting, taking away, or attempting to divert or take away, any business of any of the clients, customers or accounts, or prospective clients, customers or accounts of the Bank which were contacted, solicited or served by the Executive or were directly or indirectly under the Executives responsibility, while the Executive was employed by the Bank.
If the Executive engages in Competitive Activity as defined above, any remaining supplemental retirement benefits are forfeited.
ARTICLE 4
BENEFICIARY DESIGNATION
4.1 Designation of Beneficiaries.
(a) |
The Executive may designate any person or persons (who may be named contingently or successively) to receive any benefits payable under the Plan upon the Executives death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke all prior designations by the Executive, shall be in the form prescribed by the Plan Administrator, and shall be effective only when filed with the Plan Administrator during the Executives lifetime. |
(b) |
In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Executive, the Bank shall pay the benefit payment to the Executives spouse, if then living, and if the spouse is not then living to the Executives then living descendants, if any, per stirpes, and if there are no living descendants, to the Executives estate. In determining the existence or identity of anyone entitled to a benefit payment, the Bank may rely conclusively upon information supplied by the Executives personal representative, executor, or administrator. |
(c) |
The Executives designation of a Beneficiary will not be revoked or changed automatically by any future marriage or divorce. Should the Executive wish to change the designated Beneficiary in the event of a future marriage or divorce, the Executive will have to do so by means of filing a new Beneficiary Designation Form with the Plan Administrator. |
(d) |
If a question arises as to the existence or identity of anyone entitled to receive a death benefit payment under the Plan, or if a dispute arises with respect to any death benefit payment under the Plan, the Bank may distribute the payment to the Executives estate without liability for any tax or other consequences, or may take any other action which the Bank deems to be appropriate. |
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4.2 Information to be Furnished by Executive and Beneficiary; Inability to Locate Executive or Beneficiary. Any communication, statement or notice addressed to the Executive or to a Beneficiary at his or her last post office address as shown on the Banks records shall be binding on the Executive or Beneficiary for all purposes of the Plan. The Bank shall not be obliged to search for the Executive or Beneficiary beyond the sending of a registered letter to such last known address.
ARTICLE 5
PLAN ADMINISTRATION
5.1 Plan Administrator Duties. This Plan shall be administered by the Plan Administrator, or such committee or person(s) as the Plan Administrator shall appoint. The Plan Administrator shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and (ii) decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan.
5.2 Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of this Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Plan.
5.3 Agents. In the administration of this Plan, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank.
5.4 Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Plan Administrator or any of its members.
5.5 Bank Information. To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator, on all matters relating to the compensation of the Executive, the date and circumstances of the death, Disability or Separation from Service of the Executive, a Change in Control, and such other pertinent information as the Plan Administrator may reasonably require.
5.6 Annual Statement. The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Plan.
5.7 Compliance with Section 409A.
(a) Notwithstanding anything contained herein to the contrary, the interpretation and distribution of the Executives benefits under the Plan shall be made in a manner and at such times as to comply with all applicable provisions of Section 409A and the regulations and guidance promulgated thereunder, or an exception or exclusion therefrom to avoid the imposition of any accelerated or additional taxes. Any defined terms shall be construed consistent with Section 409A and any terms not specifically defined shall have the meaning set forth in Section 409A.
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(b) The intent of this Section is to ensure that the Executive is not subject to any tax liability or interest penalty, by reason of the application of Code Section 409A(a)(1) as a result of any failure to comply with all the requirements of Section 409A, and this Section shall be interpreted in light of, and consistent with, such requirements. This Section shall apply to distributions under the Plan, but only to the extent required in order to avoid taxation of, or interest penalties on, the Executive under Section 409A. These rules shall also be deemed modified or supplemented by such other rules as may be necessary, from time to time, to comply with Section 409A.
ARTICLE 6
AMENDMENT AND TERMINATION
6.1 Amendment. This Plan may be amended only by a written agreement signed by the Company and the Executive. However, the Company may unilaterally amend this Plan to conform with written directives to the Company from its auditors, to ensure that the Plan is characterized as a top-hat plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA Sections 201(2), 30l(a)(3), and 401(a)(1), or to conform the Plan to the provisions of Section 409A and to conform the Plan to the requirements of any other applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any interest of the Executive or a Beneficiary hereunder.
6.2 Plan Termination In General. The Bank reserves the right to terminate the Plan at any time without the consent of the Executive. The benefit payable in the event of a Plan termination shall be the vested Accrued Liability, determined as of the date the Plan is terminated. Except as provided in Section 6.4, the termination of this Plan shall not cause a distribution of benefits under this Plan. Rather, after such termination, benefit distributions will be made at the earliest distribution event permitted under Article 2.
6.3 Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 6.3, any acceleration of the payment of benefits due to Plan termination shall comply with the following subparagraphs, but only as permitted in accordance with Section 409A and Treasury Regulation § l.409A-3(j)(4)(ix). The Bank may distribute the vested Accrued Liability, determined as of the date of the termination of the Plan, to the Executive in a lump sum subject to the terms below.
(a) Upon the Banks termination of this and all other arrangements that would be aggregated with this Plan pursuant to Treasury Regulation § l.409A-1(c) if the Executive participated in such arrangements (Similar Arrangements), provide that: (i) the termination does not occur proximate to a downturn in the financial health of the Bank; (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination; and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Plan.
(b) Upon the Banks dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Executives gross income in the latest of: (i) the calendar year on which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable; or
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(c) Within thirty (30) days before, or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of the Plan and further provided that all the Banks arrangements which are substantially similar to the Plan are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the Plan.
ARTICLE 7
CLAIMS PROCEDURE
7.1 Claims Procedure. This Article is based on Department of Labor Regulation § 2560.503-1. If any provision of this Article conflicts with the requirements of those regulations, the requirements of those regulations will prevail. A Claimant who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:
(a) Initiation - Written Claim. The Claimant initiates a claim by submitting a written claim for the benefits to the Plan Administrator. The Plan Administrator will, upon written request of a Claimant, make available copies of all forms and instructions necessary to file a claim for benefits or advise the Claimant where such forms and instructions may be obtained. If the claim relates to Disability benefits, then the Plan Administrator shall designate a sub-committee to conduct the initial review of the claim (and applicable references below to the Plan Administrator shall mean such sub-committee).
(b) Timing of Plan Administrator Response. The Plan Administrator shall respond to such Claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days by notifying the Claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. In the event that the claim for benefits pertains to Disability, the Plan Administrator shall provide written response within forty-five (45) days, but can extend this response period by an additional thirty (30) days, if necessary, due to circumstances beyond the Plan Administrators control. Any notice of extension must set forth the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision.
(c) Notice of Decision. If the Plan Administrator denies part or all of the claim, the Bank shall notify the Claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth:
i. |
The specific reasons for the denial; |
ii. |
A reference to the specific provisions of the Plan on which the denial is based; |
iii. |
A description of any additional information or material necessary for the Claimant to perfect the claim and an explanation of why it is needed; |
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iv. |
An explanation of the Plans review procedures and the time limits applicable to such procedures; and |
v. |
A statement of the Claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. |
7.2 Review Procedure. If the Plan Administrator denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:
(a) Initiation - Written Request. To initiate the review, the Claimant, within sixty (60) days after receiving the Plan Administrators notice of denial, must file with the Plan Administrator a written request for review.
(b) Review of a Disability Benefit Claim. If the Claimants initial claim is for Disability benefits, any review of a denied claim shall be made by members of the Plan Administrator other than the original decision maker(s) and such person(s) shall not be a subordinate of the original decision maker(s).
(c) Additional Submissions - Information Access. The Claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimants claim for benefits.
(d) Considerations on Review. In considering the review, the Plan Administrator shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. Additional considerations shall be required in the case of a claim for Disability benefits. For example, the claim will be reviewed without deference to the initial adverse benefits determination and, if the initial adverse benefit determination was based in whole or in part on a medical judgment, the Plan Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination or the subordinate of such individual. If the Plan Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon), the Plan Administrator will identify such experts.
(e) Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to such Claimant within sixty (60) days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional sixty (60) days by notifying the Claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision.
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(f) Notice of Decision. The Plan Administrator shall notify the Claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth:
(i) |
The specific reasons for the denial; |
(ii) |
A reference to the specific provisions of the Plan on which the denial is based; |
(iii) |
A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimants claim for benefits; and |
(iv) |
A statement of the Claimants right to bring a civil action under ERlSA Section 502(a). |
7.3 Exhaustion of Remedies. A Claimant must follow the claims review procedures under this Plan and exhaust his or her administrative remedies before taking any further action with respect to a claim for benefits.
7.4 Arbitration. Any controversy or claim arising out of or relating to this Plan shall be settled by arbitration in accordance with the rules of the American Arbitration Association; and judgment upon the award rendered by an arbitrator may be entered in any court having jurisdiction thereof. The arbitrators in any such controversy shall have no authority or power to modify or alter any express condition or provision of this Plan or to render an award which has the effect of altering or modifying any express condition or provision hereof. The parties hereby submit themselves and consent to the jurisdiction of the Courts of the State of Massachusetts and further consent that any process or notice of motion, or other application of the Court, or any judge thereof, may be served outside the State of Massachusetts by certified mail or by personal service provided that a reasonable time for appearance is allowed.
ARTICLE 8
MISCELLANEOUS
8.1 Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors of the Bank for the distribution of benefits under this Plan. The benefits represent the mere promise by the Bank to distribute such benefits. Any insurance on the Executives life or other informal funding asset is a general asset of the Bank to which the Executive and Beneficiary have no preferred or secured claim.
8.2 Binding Effect. This Plan shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, administrators and transferees.
8.3 No Guarantee of Employment. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Executive without regard to the existence of the Plan.
8.4 Governing Law. The Plan shall be administered, construed and governed in all respects under and by the laws of the Commonwealth of Massachusetts, without reference to the principles of conflicts of law (except and to the extent preempted by applicable federal law).
8.5 Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein .
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8.6 Nonassignability. Neither the Executive nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber, transfer, hypothecate, alienate, or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part hereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony, or separate maintenance owed by the Executive or any other person, be transferable by operation of law in the event of the Executives or any other persons bankruptcy or insolvency, or be transferable to a spouse as a result of a property settlement or otherwise. If the Executive, Beneficiary, or successor in interest is adjudicated bankrupt or purports to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber transfer, hypothecate, alienate, or convey in advance of actual receipt, the amount, if any, payable hereunder, or any part thereof, the Plan Administrator, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of the Executive, Beneficiary, or successor in interest in such manner as the Plan Administrator shall direct.
8.7 Alternative Action. In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by the Plan, the Bank or the Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Plan and is in the best interests of the Bank. Any alternative acts shall be restricted to actions which do not violate Section 409A.
8.8 Notice. Any notice, consent, or demand required or permitted to be given under the provisions of this Plan shall be in writing and shall be signed by the party giving or making the same. If such notice, consent, or demand is mailed, it shall be sent by United States certified mail, postage prepaid, addressed to the Executives or Beneficiarys last known address as shown on the records of the Bank or to the Banks principle place of business. The date of such mailing shall be deemed the date of notice consent, or demand. Any person may change the address to which notice is to be sent by giving notice of the change of address in the manner aforesaid.
8.9 Headings. Article and section headings are inserted for reference and convenience only and shall not control or affect the meaning or construction of any of its provisions.
8.10 Interpretation. Wherever the fulfillment of the intent and purpose of this Plan requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.
8.11 Reorganization. The Bank shall not merge or consolidate into or with another bank or reorganize, or sell substantially all of its assets to another bank, firm, or person unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the obligations of the Bank under this Plan. Upon the occurrence of such event, the term Bank as used in this Plan shall be deemed to refer to the successor or survivor bank.
8.12 Tax Withholding. The Bank may make such provisions and take such action as it may deem necessary or appropriate for the withholding of any taxes which the Bank is required by any law or regulation of any governmental authority, whether federal, state, or local, to withhold in connection with any benefits under the Plan, including, but not limited to, the withholding of appropriate sums from any amounts otherwise payable to the Executive (or Beneficiary). The Executive, however, shall be responsible for the payment of all individual tax liabilities relating to any such benefits.
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8.13 Entire Agreement. This Plan constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Plan other than those specifically set forth herein.
IN WITNESS WHEREOF, the parties execute this amendment and restatement as of the date first written above:
EXECUTIVE | COLONIAL FEDERAL SAVINGS BANK | |
/s/ Kemal A. Denizkurt |
/s/ Susan J. Shea |
|
Kemal A. Denizkurt |
By: Susan J. Shea |
|
Title: Treasurer & COO |
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Exhibit 10.7
AMENDED AND RESTATED
COLONIAL FEDERAL SAVINGS BANK
GROUP TERM REPLACEMENT PLAN
THIS PLAN was originally entered into as of the 1st day of January, 2002, by and between COLONIAL FEDERAL SAVINGS BANK, a savings association, located in Quincy, Massachusetts (the Company) and the Participant selected to participate in this Plan (the Participant). This Plan is amended and restated in its entirety as of July 1, 2021.
INTRODUCTION
The Company wishes to attract and retain highly qualified executives. To further this objective, the Company is willing to divide the death proceeds of certain life insurance policies which are owned by the Company on the lives of the participating executives with the designated beneficiary of each insured participating executive. The Company will pay the life insurance premiums from its general assets.
Article 1
Definitions
Whenever used in this Plan, the following terms shall have the meanings specified:
1.1 Change of Control means a (i) a change in ownership of the Corporation, (ii) a change in the effective control of the Corporation or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as defined for purposes of Section 409A of the Code; provided, however, that a Change in Control will not be deemed to have occurred as a result of the Banks mutual holding company reorganization and/or minority stock issuance or any second-step conversion of the Banks mutual holding company from the mutual-to-stock form and/or contemporaneous stock offering of a newly-formed stock holding company. For purposes of this Plan, the term Corporation is defined to include the Bank, any holding company of the Bank and their successors.
1.2 Compensation Committee means either the Compensation Committee designated from time to time by the Companys Board of Directors or a majority of the Companys Board of Directors, either of which shall hereinafter be referred to as the Compensation Committee.
1.3 Disability means the Participants suffering a sickness, accident or injury which has been determined by the carrier of any individual or group disability insurance policy covering the Participant, or by the Social Security Administration, to be a disability rendering the Participant totally and permanently disabled. The Participant must submit proof to the Company of the carriers or Social Security Administrations determination upon the request of the Company.
1.4 Early Retirement Age means the Participant attaining age 62, 63 or 64.
1.5 Early Retirement Date means the Participant terminates at age 62, 63 or 64.
1.6 Insured means the individual whose life is insured.
1.7 Insurer means the insurance company issuing the life insurance policy on the life of the Insured.
1.8 Normal Retirement Age means the Participant attaining age 65.
1.9 Normal Retirement Date means the later of the Normal Retirement Age or the date that the Participant terminates or is terminated for any reason other than Termination for Cause.
1.10 Participant means the employee who is designated by the Compensation Committee as eligible to participate in this Plan, elects in writing to participate in the Plan using the form attached hereto as Exhibit A and signs a Split Dollar Endorsement for the Policy in which the Participant is the Insured.
1.11 Policy or Policies means the individual insurance policy or policies adopted by the Compensation Committee for purposes of insuring a Participants life under this Plan.
1.12 Plan means this instrument, including all amendments thereto.
1.13 Termination for Cause means that the Company has terminated the Participants employment for any of the following reasons:
(a) Gross negligence or gross neglect of duties;
(b) Commission of a felony or of a gross misdemeanor involving moral turpitude; or
(c) Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Participants employment and resulting in an adverse effect on the Company.
Article 2
Participation
2.1 Eligibility to Participate. The Compensation Committee in its sole discretion shall designate from time to time Participants that are eligible to participate in this Plan.
2.2 Participation. The eligible executive may participate in this Plan by executing an Election to Participate and a Split Dollar Endorsement for each Policy. The Split Dollar Endorsement shall bind the Participant and his or her beneficiaries, assigns and transferees, to the terms and conditions of this Plan. An executives participation is limited to only Policies where he or she is the Insured.
2.3 Termination of Participation. A Participants rights under this Plan shall cease and his or her participation in this Plan shall terminate if either of the following events occur: (i) if there is a Termination for Cause; or (ii) if the Participants employment with the Company is terminated prior to Early Retirement Age for reasons other than Disability (except as set forth in 2.4(B) of the Plan) or a leave of absence approved by the Company. In the event the Company decides to maintain the Policy after the Participants Termination of Participation in the Plan, the Company shall be the direct beneficiary of the entire death proceeds of the Policy.
2.4 Disability.
(A) Except as otherwise provided in paragraph (B) of this section 2.4, if the
Participants employment with the Company is terminated because of the Participants Disability, the Company shall maintain the Policy in full force and effect and, in no event, shall the Company amend, terminate or otherwise abrogate the Participants interest in the Policy. However, the Company may replace the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and the Company and the Participant shall execute a new Split Dollar Policy Endorsement. The Policy or any comparable policy shall be subject to the claims of the Companys creditors.
(B) Notwithstanding the provisions of paragraph (A) of this section 2.4, upon the disabled Participants gainful employment with an entity other than the Company, the Company shall have no further obligation to the disabled Participant, and the disabled Participants rights pursuant to the Plan shall cease. In the event the disabled Participants rights are terminated hereunder and the Company decides to maintain the Policy, the Company shall be the direct beneficiary of the entire death proceeds of the Policy.
2.5 Retirement. After the Participants Early or Normal Retirement Date, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Participants interest in the Policy. However, the Company may replace the Policy with a comparable insurance policy to cover the benefit under this Plan provided the Company and the Participant execute a new Split Dollar Policy Endorsement(s). The Policy or any comparable policy shall be subject to the claims of the Companys creditors.
Article 3
Policy Ownership/Interests
3.1 Participants Interest. With respect to each Policy, the Participant, or the Participants assignee, shall have the right to designate the beneficiary of an amount of death proceeds equal to the Participants Interest as set forth in the Participants individual split dollar endorsement and as reflected on the Participants annual statement of estimated benefits. The Participant shall also have the right to elect and change settlement options with the consent of the Company and the Insurer.
3.2 Companys Interest. The Company shall own the Policies and shall have the right to exercise all incidents of ownership except that the Company shall not sell, surrender or transfer ownership of a Policy so long as a Participant has an interest in the Policy as described in section 3.1. This provision shall not impair the right of the Company to terminate this Plan. With respect to each Policy, the Company shall be the direct beneficiary of the remaining death proceeds of the Policy after the Participants Interest is determined according to section 3.1.
Article 4
Premiums
4.1 Premium Payment. The Company shall pay all premiums due on all Policies.
4.2 Economic Benefit. The Company shall determine the economic benefit attributable to the Participant based on the amount of the current term rate for the Participants age multiplied by the aggregate death benefit payable to the Participants beneficiary. The current term rate is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.
4.3 Imputed Income. The Company shall impute the economic benefit to the Participant on an annual basis.
4.4 Cash Payment. The Company shall annually pay to the Participant an amount necessary to pay the federal and state income taxes attributable to the imputed income from the economic benefit and to the additional cash payments under this section. In calculating the cash payments due from the Company, the Company shall use the Participants actual marginal income tax bracket for the calendar year immediately preceding the payment to the Participant. If the Participant is employed by the Company upon the date the Participant reaches the Normal Retirement Age, the cash payments shall continue until the Participants death. In the event the Participant retires prior to the Normal Retirement Age or ceases to be employed by the Company prior to such age, the cash payments shall cease as of the date of such occurrence.
Article 5
Assignment
Any Participant may assign without consideration all interests in his or her Policy and in this Plan to any person, entity or trust. In the event a Participant shall transfer all of his or her interest in the Policy, then all of that Participants interest in his or her Policy and in the Plan shall be vested in his or her transferee, who shall be substituted as a party hereunder, and that Participant shall have no further interest in his or her Policy or in this Plan.
Article 6
Insurer
The Insurer shall be bound only by the terms of their corresponding Policy. Any payments the Insurer makes or actions it takes in accordance with a Policy shall fully discharge it from all claims, suits and demands of all persons relating to that Policy. The Insurer shall not be bound by the provisions of this Plan. The Insurer shall have the right to rely on the Companys representations with regard to any definitions, interpretations, or Policy interests as specified under this Plan.
Article 7
Claims Procedure
7.1 Claims Procedure. A Participant or beneficiary (claimant) who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:
7.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.
7.1.2 Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90- day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
7.1.3 Notice of Decision. If the Company denies part or all of the claim, the
Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on which the denial is based,
(c) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
(d) An explanation of the Plans review procedures and the time limits applicable to such procedures, and
(e) A statement of the claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
7.2 Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:
7.2.1 Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving the Companys notice of denial, must file with the Company a written request for review.
7.2.2 Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits.
7.2.3 Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
7.2.4 Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
7.2.5 Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on which the denial is based,
(c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits, and
(d) A statement of the claimants right to bring a civil action under ERISA Section 502(a).
Article 8
Amendments and Termination
8.1 Amendment or Termination of Plan. Except as otherwise provided in sections 2.3, 2.4, 2.5 and 8.2: (i) the Company may amend or terminate the Plan at any time, and (ii) the Company may amend or terminate a Participants rights under the Plan at any time prior to a Participants death by written notice to the Participant.
8.2 Amendment or Termination of Plan Upon Change in Control. Notwithstanding the provisions of section 8.1, in the event of a Change in Control, the Company, or its successor, shall maintain in full force and effect each Policy that is in existence on the date the Change in Control occurs and shall not terminate or otherwise abrogate a Participants interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and the Company and the Participant shall execute a new Split Dollar Policy Endorsement. The Policy or any comparable policy shall be subject to the claims of the Companys creditors. This section 8.2 shall apply to all Participants in the Plan on the date the Change in Control occurs, including but not limited to (i) a retired Participant who has an interest in a Policy pursuant to section 2.5; (ii) a disabled Participant who has an interest in the Policy pursuant to section 2.4; and (iii) a Participant whose employment is terminated as a result of a Change in Control.
8.3 A Participant may, in the Participants sole and absolute discretion, waive his or her rights under the Plan at any time. Any waiver permitted under this section 8.3 shall be in writing and delivered to the Board of Directors of the Company.
Article 9
Miscellaneous
9.1 Binding Effect. This Plan in conjunction with each Split Dollar Endorsement shall bind each Participant and the Company, their beneficiaries, survivors, executors, administrators and transferees and any Policy beneficiary.
9.2 No Guarantee of Employment. This Plan is not an employment policy or contract. It does not give a Participant the right to remain an employee of the Company, nor does it interfere with the Companys right to discharge a Participant. It also does not require a Participant to remain an employee nor interfere with a Participants right to terminate employment at any time.
9.3 Applicable Law. The Plan and all rights hereunder shall be governed by and construed according to the laws of the Commonwealth of Massachusetts, except to the extent preempted by the laws of the United States of America.
9.4 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Plan by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his/her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.
9.5 Entire Agreement. This Plan constitutes the entire agreement between the Company and the Participant as to the subject matter hereof. No rights are granted to the Participant by virtue of this Plan other than those specifically set forth herein.
9.6 Administration The Company shall have powers which are necessary to administer this Plan, including but not limited to:
(a) Interpreting the provisions of the Plan;
(b) Establishing and revising the method of accounting for the Plan;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or desirable to administer the Plan.
9.7 Designated Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.
IN WITNESS WHEREOF, the Company executes this Plan as of the date indicated above.
COMPANY |
Colonial Federal Savings Bank |
By /s/ Michael E. McFarland |
Title President and CEO |
Exhibit 10.8
COLONIAL FEDERAL SAVINGS BANK
POST-RETIREMENT DEATH BENEFIT ONLY PLAN
AS AMENDED AND RESTATED
ARTICLE I
PURPOSE AND SPECIFICATIONS
The purpose of this Death Benefit Only Plan (the Plan) is to provide the selected Executive of Colonial Federal Savings Bank (the Bank) with a death benefit to his or her named beneficiary in the event of the Executives death. This program is intended to be exempt from the requirements of Internal Revenue Code Section 409A. The Plan was originally effective as of January 1, 2015 (the Effective Date) and is amended and restated as of July 1, 2021.
ARTICLE II
DEFINITIONS
2.1 Base Salary shall mean the Executives base annual salary excluding incentive and discretionary bonuses and other non-regular forms of compensation, before reductions for contributions to or deferrals under any pension, deferred compensation or benefit plans sponsored by the Bank.
2.2 Beneficiary shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article IV, that are entitled to receive a benefit under the Plan after the death of the Executive.
2.3 Cause shall mean conduct by the Executive, determined by the Bank to be: (a) gross negligence or willful malfeasance in the performance of his duties; (b) actions or omissions that harm the Bank and are undertaken or omitted knowingly or arc criminal or fraudulent or involve material dishonesty or moral turpitude; (c) being indicted in a court of law for any felony or for a crime involving misuse or misappropriation of Bank funds; or (d) breach of fiduciary duty to the Bank.
2.4 Code shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.
2.5 Death Benefit shall mean a total benefit equal to four times (4x) the Executives Base Salary in effect at the earlier of (i) the date of the Executives Termination of Employment (other than for Cause) or (ii) the date of the Executives death; offset by the amount payable under any Executive Split Dollar Plan in which Executive participates and any employer-provided benefit under a group term replacement plan sponsored by the Bank.
2.6 Executive shall mean Michael E. McFarland, who is employed by the Bank. The Executive shall also mean the Insured as referenced on Exhibit A.
2.7 Plan Administrator shall mean the Bank or its designee. The Executive may not vote in any Bank decision relating solely to his or her individual benefits under this Plan.
2.8 Termination of Employment shall mean the Executive ceasing to be employed by the Bank for any reason whatsoever, other than by reason of an approved leave of absence.
ARTICLE IlI
PARTICIPATION
3.1 Commencement of Participation. The Executive shall participate under the Plan upon the later of the adoption of this Plan document or upon satisfaction of the requirements of Section 3.2 below.
3.2 Required Documentation and Related Conditions of Eligibility. In no event shall the Executive commence participation before filling out all documentation and taking any other steps required by the Plan Administrator as a condition of participating in the Plan. Such steps may include the filling out of a lite insurance consent form (as defined in Code Section 101(j)) or such other steps as are required as a condition to the Banks purchase of life insurance on the life of the Executive.
ARTICLE IV
BENEFICIARIES
4.1 Designation. The Executive shall have the right to designate, on forms provided by the Plan Administrator, a Beneficiary to receive the benefits provided under the Plan in the event of the Executives death, and shall have the right at any time to revoke such designation or to substitute another such Beneficiary. Any such change shall be effective on the date of written notice from the Executive naming a new or additional Beneficiary. Such notice shall be delivered to the Plan Administrator.
4.2 Absence of Valid Designation. If, upon the death of the Executive, there is no valid designation of Beneficiary on file, the Plan Administrator shall designate the Executives surviving spouse as Beneficiary, or if there is no surviving spouse, the Executives children, in equal shares per stirpes, or if none, the Executives estate.
4.3 Facility of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Plan Administrator may pay such benefit to the guardian, legal representative, or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority, or guardianship as it may deem appropriate prior to distribution of benefit. Such distribution shall completely discharge the Bank from all liability with respect to such benefit.
ARTICLE V
PLAN BENEFITS
5.1 Death Benefit. If the Executive dies while employed with the Bank, or has a Termination of Employment (other than for Cause) on or after age sixty-seven (67) and then dies, his Beneficiary shall receive the Death Benefit in a single lump sum payment within ninety (90) days following the Executives date of death. If the Executive has a Termination of Employment prior to age sixty-five (65) and then dies, the Executive shall not be entitled to a Death Benefit under the terms of this Plan.
ARTICLE VI
ADMINISTRATION OF THE PLAN
6.1 Power and Duties of the Plan Administrator. The Plan Administrator shall have the duty to manage and administer the Plan in accordance with the terms and provisions of this Article, and shall have the power:
(a) To construe and interpret the terms and provisions of the Plan; and
(b) To establish rules and prescribe any forms necessary or desirable to administer the Plan.
All constructions, interpretations, and determinations made by the Bank in connection with the administration of this Plan shall be final, binding and conclusive subject, however, to timely request for review pursuant to the terms and conditions of that Section hereof entitled Claims Procedure and Review.
6.2 Named Fiduciary. The Bank shall be the named fiduciary and Plan Administrator under the Plan. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.
6.3 Record and Reports. The Plan Administrator shall keep a record of all actions taken and shall keep all other books of account, records, and other data that may be necessary for proper administration of the Plan and shall be responsible for supplying all information and reports to the Internal Revenue Service, Department of Labor, Executives, Beneficiaries, and others as required by law.
6.4 Payment of Expenses. All expenses of administration shall be paid by the Bank. Such expenses shall include any expenses incident to the functioning of the Plan Administrator, including, but not limited to, fees of accountants, legal counsel, and other specialists and their agents, and other costs of administering the Plan.
6.5 Claims Procedure and Review. Claims for benefits under the Plan shall be filed on forms supplied by the Bank. Written or electronic notice of the disposition of a claim shall be furnished to the claimant within ninety (90) days after the application therefore is filed, unless special circumstances require an extension of time (not to exceed 90 additional days) for processing the claim. In the event the claim is denied, the reasons for the denial shall be specifically set forth, pertinent provisions of the Plan shall be cited and, where appropriate, an explanation as to how the claimant can perfect the claim and whether further material or information is necessary.
If a Beneficiary has been denied a benefit or feels aggrieved by any other action of the Bank, the Beneficiary shall be entitled upon written request to the Bank, to receive a written or electronic notice of such action, together with a full and clear statement of the reason for the action.
If the claimant wishes further consideration of his or her position, he or she may obtain a form from the Bank on which to request a hearing. Such form, together with a written statement of the claimants position, shall be filed with the Bank no later than sixty (60) days after receipt of the written notification provided for in the paragraph above and in the paragraph preceding it. The claimant or his or her duly authorized representative may review pertinent documents and submit issues and comments in writing.
The decisions on review shall be furnished to the claimant within the time limit described in the preceding paragraph. It shall include specific reasons for the decision, expressed in a manner calculated to be understood by the claimant and shall specifically refer to pertinent Plan provisions on which it is based. The claimant shall be advised that if he or she wishes to pursue his or her claim further, he or she may file suit in federal or state court and that the court will decide who should pay court costs and legal fees.
This Section 6.5 is based on Section 2560.503-1 of the Department of Labor Regulations. If any provision of this Section 6.5 conflicts with the requirements of those regulations, the requirements of those regulations will prevail.
ARTICLE VII
AMENDMENT AND TERMINATION
7.1 The Bank reserves the right to amend this Plan at any time, for any or no reason, in its sole discretion; provided, however, that any change to the Plan shall be prospective only in its operation if it would diminish or eliminate any benefit currently being paid to the Executives Beneficiary. The Plan shall automatically terminate without notice upon the occurrence of any of the following events: (1) the total cessation of the business of the Bank; (2) the bankruptcy, receivership or dissolution of the Bank; (3) while the Executive is living by written notice thereof by either the Bank or the Executive to the other; (4) Termination of Employment prior to age sixty-seven (67); or (5) upon distribution of the Death Benefit in accordance with Article V. Notwithstanding the foregoing, the Bank may not terminate this Plan or amend it in any way detrimental the Executive following a Change in Control. For these purposes, a Change in Control shall be defined as (i) a change in ownership of the Corporation, (ii) a change in the effective control of the Corporation or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as defined for purposes of Section 409A of the Code; provided, however, that a Change in Control will not be deemed to have occurred as a result of the Banks mutual holding company reorganization and/or minority stock issuance or any second-step conversion of the Banks mutual holding company from the mutual-to-stock form and/or contemporaneous stock offering of a newly-formed stock holding company. For purposes of this Plan, the term Corporation is defined to include the Bank, any holding company of the Bank and their successors.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 Binding Effect. This Plan shall bind the Executive and the Bank and their respective beneficiaries, survivors, executors, administrators, successors, transferees, and assigns.
8.2 In formation to be Furnished. The Executive and his Beneficiary shall provide the Plan Administrator with such information and evidence, and shall sign such documents, as may reasonably be requested from time to time for the purpose of administration of the Plan.
8.3 Limitation on Executives Rights. Participation in the Plan shall not give the Executive the right to be retained in the Banks employ, or any right or interest in the benefits provided under the Plan other than as herein provided. The Bank reserves the right to dismiss the Executive without any liability for any claim either against the Plan, except to the extent herein provided, or against the Bank.
8.4 Applicable Law. The Plan shall be construed, administered and enforced according to the laws of the State of Massachusetts, except to the extent the law of such state is superseded by the Employee Retirement Income Security Act of 1974, as amended from time to time, or other federal laws.
8.5 Receipt and Release. Any payment to any Beneficiary in accordance with the provisions of the Plan shall be, to the extent thereof, in full satisfaction of all claims against the Plan Administrator and the Bank; and the Bank may require such Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.
8.6 Nonassignability. None of the benefits, payments, proceeds or claims of the Executive or Beneficiary shall be subject to any claim of any creditor of the Executive or Beneficiary and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any creditor of such person, nor shall the Executive or Beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which may be payable under the Plan.
8.7 Benefits Solely from General Assets. The benefits provided by the Plan shall be paid solely from the general assets of the Bank. No Executive, Beneficiary or other person shall have any claim against, right to, or security or other interest in, any specific fund, account, insurance policy, or other asset of the Bank with respect to benefits under the Plan.
8.8 Notices. Any notice, consent or demand required or permitted to be given under the provisions of this Plan by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Bank. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.
8.9 Tax Withholding. Any benefits payable to a Beneficiary under the Plan shall be reduced to the extent of any withholding of the Beneficiarys income taxes by the Bank as required by law.
8.10 Entire Agreement. This Plan constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Plan other than those specifically set forth herein.
IN WITNESSWHEREOF, the parties hereto execute this Plan as of the Effective Date written above.
EXECUTIVE: | COLONIAL FEDERAL SAVINGS BANK | |
/s/ Michael McFarland | By: /s/ Susan Shea | |
Michael McFarland | Title: Treasurer and COO |
Exhibit 10.9
AMENDED AND RESTATED
COLONIAL FEDERAL SAVINGS BANK
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of July, 2021, by and between COLONIAL FEDERAL SAVINGS BANK, a savings association located in Quincy, Massachusetts (the Company), and Michael E. McFarland (the Director). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties. This Agreement is an amendment and restatement of the Agreement originally effective as of January 1, 2002, which was amended as of May 20, 2008, and January 20, 2010. This amendment and restatement shall not by itself change any previous beneficiary designation or executed Split Dollar Policy Endorsement relating to the Agreement.
INTRODUCTION
To encourage the Director to remain serving on the Board of Directors of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Directors life. The Company will pay life insurance premiums from its general assets.
AGREEMENT
The Company and the Director agree as follows:
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1 Insurer means each life insurance carrier in which there is a Split Dollar Policy Endorsement attached to this Agreement.
1.2 Policy means the specific life insurance policy issued by the Insurer.
1.3 Insured means the Director.
1.4 Normal Retirement Age means the Directors 70th birthday.
1.5 Termination of Service means the Director ceasing to serve on the Board of Directors of the Company for any reason whatsoever, other than by reason of an approved leave of absence.
1.6 Plan Year means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the effective date of this Agreement.
1.7 Effective Date shall mean January 1, 2002.
1.8 Net Death Proceeds means the total death proceeds of the Policy minus the cash surrender value.
Article 2
Policy Ownership/Interests
2.1 Company Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the direct beneficiary of an amount equal to the greater of: a) the cash surrender value of the policy, or b) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer, plus any remaining Net Death Proceeds of the Policy after the Directors interest has been paid in accordance with Section 2.2 below.
2.2 Directors Interest. The Directors interest in the Net Death Proceeds of the Policy shall be as follows: (i) from the Effective Date until the beginning of the next Plan Year, the Directors interest in the Net Death Proceeds of the Policy shall be limited to the sum of $50,000; (ii) commencing at the beginning of the next Plan Year and at the beginning of each subsequent Plan Year thereafter until the Director reaches Normal Retirement Age, the Directors interest in the Net Death Proceeds of the Policy shall be increased by $10,000 per Plan Year. The foregoing notwithstanding, (a) the Directors interest in the Net Death Proceeds of the Policy shall not, under any circumstances, increase after the Directors Termination of Service, it being agreed that the Directors interest shall be permanently fixed at the amount payable as of the date of the Directors Termination of Service, and (b) the Directors interest in the Net Death Proceeds of the Policy shall not exceed $250,000 under any circumstances. The Director shall have the right to name the beneficiary of the Directors interest in the Net Death Proceeds of the Policy, and shall also have the right to elect and change settlement options that may be permitted.
2.3 Option to Purchase. The Company shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Director or the Directors transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Company to terminate this Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Directors interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and executes a new Split Dollar Policy Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Companys creditors.
Article 3
Premiums
3.1 Premium Payment. The Company shall pay any premiums due on the Policy.
3.2 Economic Benefit. The Company shall determine the economic benefit attributable to the Director based on the amount of the current term rate for the Directors age multiplied by the aggregate death benefit payable to the Directors beneficiary. The current term rate is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.
3.3 Imputed Income. The Company shall impute the economic benefit to the Director on an annual basis.
3.4 Cash Payment. The Company shall annually pay to the Director an amount necessary to pay the federal and state income taxes attributable to the imputed income from the economic benefit and to the additional cash payments under this section. In calculating the cash payments due from the Company, the Company shall assume a marginal income tax rate of 35%. If the Director is in service as a member of the Board of Directors on the date the Director reaches the Normal Retirement Age, the cash payments shall continue until the Directors death. In the event the Director experiences a Termination of Service prior to the Normal Retirement Age, the cash payments shall cease as of the date of such occurrence.
Article 4
Assignment
The Director may assign without consideration all of the Directors interests in the Policy and in this Agreement to any person, entity or trust. In the event the Director transfers all of the Directors interest in the Policy, then all of the Directors interest in the Policy and in the Agreement shall be vested in the Directors transferee, who shall be substituted as a party hereunder and the Director shall have no further interest in the Policy or in this Agreement.
Article 5
Insurer
The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.
Article 6
Claims Procedure
6.1 Claims Procedure. A Participant or beneficiary (claimant ) who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:
6.l .1 InitiationWritten Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.
6.1.2 Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90- day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
6.1.3 Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on which the denial is based,
(c) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
(d) An explanation of the Plans review procedures and the time limits applicable to such procedures, and
(e) A statement of the claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
6.2 Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:
6.2.1 InitiationWritten Request. To initiate the review, the claimant, within 60 days after receiving the Companys notice of denial, must file with the Company a written request for review.
6.2.2 Additional SubmissionsInformation Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits.
6.2.3 Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
6.2.4 Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
6.2.5 Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on which the denial is based,
(c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of. all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits, and
(d) A statement of the claimants right to bring a civil action under ERISA Section 502(a).
Article 7
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement signed by the Company and the Director.
Article 8
Miscellaneous
8.1 Binding Effect .This Agreement shall bind the Director and the Company and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.
8.2 No Guarantee of Service. This Agreement is not a contract for services. It does not give the Director the right to remain in the service of the Company, nor does it interfere with the shareholders rights to replace the Director. It also does not require the Director to remain in the service of the Company nor interfere with the Directors right to terminate services at any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of Massachusetts, except to the extent preempted by the laws of the United States of America.
8.4 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company.
8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.
8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.
8.7 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of this Agreement;
(b) Establishing and revising the method of accounting for this Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or desirable to administer this Agreement.
8.8 Named Fiduciary. The Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the Service of advisors and the delegation of ministerial duties to qualified individuals.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
DIRECTOR: | COMPANY: | |
Colonial Federal Savings Bank | ||
/s/ Michael E. McFarland | /s/ James M. OLeary, Jr. | |
Michael E. McFarland | By: James M. OLeary, Jr. | |
Title: Chairman of the Board |
Exhibit 10.10
AMENDED AND RESTATED
COLONIAL FEDERAL SAVINGS BANK
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of July, 2021, by and between COLONIAL FEDERAL SAVINGS BANK, a savings association located in Quincy, Massachusetts (the Company), and Paul N. Baharian (the Director). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties. This Agreement is an amendment and restatement of the Agreement originally effective as of January 1, 2002, which was amended as of May 20, 2008, and January 20, 2010. This amendment and restatement shall not by itself change any previous beneficiary designation or executed Split Dollar Policy Endorsement relating to the Agreement.
INTRODUCTION
To encourage the Director to remain serving on the Board of Directors of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Directors life. The Company will pay life insurance premiums from its general assets.
AGREEMENT
The Company and the Director agree as follows:
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1 Insurer means each life insurance carrier in which there is a Split Dollar Policy Endorsement attached to this Agreement.
1.2 Policy means the specific life insurance policy issued by the Insurer.
1.3 Insured means the Director.
1.4 Normal Retirement Age means the Directors 70th birthday.
1.5 Termination of Service means the Director ceasing to serve on the Board of Directors of the Company for any reason whatsoever, other than by reason of an approved leave of absence.
1.6 Plan Year means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the effective date of this Agreement.
1.7 Effective Date shall mean January 1, 2002.
1.8 Net Death Proceeds means the total death proceeds of the Policy minus the cash surrender value.
Article 2
Policy Ownership/Interests
2.1 Company Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the direct beneficiary of an amount equal to the greater of: a) the cash surrender value of the policy, or b) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer, plus any remaining Net Death Proceeds of the Policy after the Directors interest has been paid in accordance with Section 2.2 below.
2.2 Directors Interest. The Directors interest in the Net Death Proceeds of the Policy shall be as follows: (i) from the Effective Date until the beginning of the next Plan Year, the Directors interest in the Net Death Proceeds of the Policy shall be limited to the sum of $50,000; (ii) commencing at the beginning of the next Plan Year and at the beginning of each subsequent Plan Year thereafter until the Director reaches Normal Retirement Age, the Directors interest in the Net Death Proceeds of the Policy shall be increased by $10,000 per Plan Year. The foregoing notwithstanding, (a) the Directors interest in the Net Death Proceeds of the Policy shall not, under any circumstances, increase after the Directors Termination of Service, it being agreed that the Directors interest shall be permanently fixed at the amount payable as of the date of the Directors Termination of Service, and (b) the Directors interest in the Net Death Proceeds of the Policy shall not exceed $250,000 under any circumstances. The Director shall have the right to name the beneficiary of the Directors interest in the Net Death Proceeds of the Policy, and shall also have the right to elect and change settlement options that may be permitted.
2.3 Option to Purchase. The Company shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Director or the Directors transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Company to terminate this Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Directors interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and executes a new Split Dollar Policy Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Companys creditors.
Article 3
Premiums
3.1 Premium Payment. The Company shall pay any premiums due on the Policy.
3.2 Economic Benefit. The Company shall determine the economic benefit attributable to the Director based on the amount of the current term rate for the Directors age multiplied by the aggregate death benefit payable to the Directors beneficiary. The current term rate is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.
3.3 Imputed Income. The Company shall impute the economic benefit to the Director on an annual basis.
3.4 Cash Payment. The Company shall annually pay to the Director an amount necessary to pay the federal and state income taxes attributable to the imputed income from the economic benefit and to the additional cash payments under this section. In calculating the cash payments due from the Company, the Company shall assume a marginal income tax rate of 35%. If the Director is in service as a member of the Board of Directors on the date the Director reaches the Normal Retirement Age, the cash payments shall continue until the Directors death. In the event the Director experiences a Termination of Service prior to the Normal Retirement Age, the cash payments shall cease as of the date of such occurrence.
Article 4
Assignment
The Director may assign without consideration all of the Directors interests in the Policy and in this Agreement to any person, entity or trust. In the event the Director transfers all of the Directors interest in the Policy, then all of the Directors interest in the Policy and in the Agreement shall be vested in the Directors transferee, who shall be substituted as a party hereunder and the Director shall have no further interest in the Policy or in this Agreement.
Article 5
Insurer
The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.
Article 6
Claims Procedure
6.1 Claims Procedure. A Participant or beneficiary (claimant ) who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:
6.l.1 InitiationWritten Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.
6.1.2 Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90- day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
6.1.3 Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on which the denial is based,
(c) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
(d) An explanation of the Plans review procedures and the time limits applicable to such procedures, and
(e) A statement of the claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
6.2 Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:
6.2.1 InitiationWritten Request. To initiate the review, the claimant, within 60 days after receiving the Companys notice of denial, must file with the Company a written request for review.
6.2.2 Additional SubmissionsInformation Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits.
6.2.3 Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
6.2.4 Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
6.2.5 Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on which the denial is based,
(c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of. all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits, and
(d) A statement of the claimants right to bring a civil action under ERISA Section 502(a).
Article 7
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement signed by the Company and the Director.
Article 8
Miscellaneous
8.1 Binding Effect .This Agreement shall bind the Director and the Company and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.
8.2 No Guarantee of Service. This Agreement is not a contract for services. It does not give the Director the right to remain in the service of the Company, nor does it interfere with the shareholders rights to replace the Director. It also does not require the Director to remain in the service of the Company nor interfere with the Directors right to terminate services at any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of Massachusetts, except to the extent preempted by the laws of the United States of America.
8.4 Reorganization. The Company shall not merge or consolidate into or with another company , or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company.
8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.
8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.
8.7 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of this Agreement;
(b) Establishing and revising the method of accounting for this Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or desirable to administer this Agreement.
8.8 Named Fiduciary. The Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the Service of advisors and the delegation of ministerial duties to qualified individuals.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
DIRECTOR: | COMPANY: | |||
Colonial Federal Savings Bank | ||||
/s/ Paul N. Baharian |
/s/ Michael E. McFarland |
|||
Paul N. Baharian | By: Michael E. McFarland | |||
Title: President & CEO |
Exhibit 10.11
AMENDED AND RESTATED
COLONIAL FEDERAL SAVINGS BANK
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of July, 2021, by and between COLONIAL FEDERAL SAVINGS BANK, a savings association located in Quincy, Massachusetts (the Company), and Edward J. Keohane (the Director). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties. This Agreement is an amendment and restatement of the Agreement originally effective as of January 1, 2002, which was amended as of May 20, 2008, and January 20, 2010. This amendment and restatement shall not by itself change any previous beneficiary designation or executed Split Dollar Policy Endorsement relating to the Agreement.
INTRODUCTION
To encourage the Director to remain serving on the Board of Directors of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Directors life. The Company will pay life insurance premiums from its general assets.
AGREEMENT
The Company and the Director agree as follows:
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1 Insurer means each life insurance carrier in which there is a Split Dollar Policy Endorsement attached to this Agreement.
1.2 Policy means the specific life insurance policy issued by the Insurer.
1.3 Insured means the Director.
1.4 Normal Retirement Age means the Directors 70th birthday.
1.5 Termination of Service means the Director ceasing to serve on the Board of Directors of the Company for any reason whatsoever, other than by reason of an approved leave of absence.
1.6 Plan Year means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the effective date of this Agreement.
1.7 Effective Date shall mean January 1, 2002.
1.8 Net Death Proceeds means the total death proceeds of the Policy minus the cash surrender value.
Article 2
Policy Ownership/Interests
2.1 Company Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the direct beneficiary of an amount equal to the greater of: a) the cash surrender value of the policy, or b) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer, plus any remaining Net Death Proceeds of the Policy after the Directors interest has been paid in accordance with Section 2.2 below.
2.2 Directors Interest. The Directors interest in the Net Death Proceeds of the Policy shall be as follows: (i) from the Effective Date until the beginning of the next Plan Year, the Directors interest in the Net Death Proceeds of the Policy shall be limited to the sum of $50,000; (ii) commencing at the beginning of the next Plan Year and at the beginning of each subsequent Plan Year thereafter until the Director reaches Normal Retirement Age, the Directors interest in the Net Death Proceeds of the Policy shall be increased by $10,000 per Plan Year. The foregoing notwithstanding, (a) the Directors interest in the Net Death Proceeds of the Policy shall not, under any circumstances, increase after the Directors Termination of Service, it being agreed that the Directors interest shall be permanently fixed at the amount payable as of the date of the Directors Termination of Service, and (b) the Directors interest in the Net Death Proceeds of the Policy shall not exceed $250,000 under any circumstances. The Director shall have the right to name the beneficiary of the Directors interest in the Net Death Proceeds of the Policy, and shall also have the right to elect and change settlement options that may be permitted.
2.3 Option to Purchase. The Company shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Director or the Directors transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Company to terminate this Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Directors interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and executes a new Split Dollar Policy Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Companys creditors.
Article 3
Premiums
3.1 Premium Payment. The Company shall pay any premiums due on the Policy.
3.2 Economic Benefit. The Company shall determine the economic benefit attributable to the Director based on the amount of the current term rate for the Directors age multiplied by the aggregate death benefit payable to the Directors beneficiary. The current term rate is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.
3.3 Imputed Income. The Company shall impute the economic benefit to the Director on an annual basis.
3.4 Cash Payment. The Company shall annually pay to the Director an amount necessary to pay the federal and state income taxes attributable to the imputed income from the economic benefit and to the additional cash payments under this section. In calculating the cash payments due from the Company, the Company shall assume a marginal income tax rate of 35%. If the Director is in service as a member of the Board of Directors on the date the Director reaches the Normal Retirement Age, the cash payments shall continue until the Directors death. In the event the Director experiences a Termination of Service prior to the Normal Retirement Age, the cash payments shall cease as of the date of such occurrence.
Article 4
Assignment
The Director may assign without consideration all of the Directors interests in the Policy and in this Agreement to any person, entity or trust. In the event the Director transfers all of the Directors interest in the Policy, then all of the Directors interest in the Policy and in the Agreement shall be vested in the Directors transferee, who shall be substituted as a party hereunder and the Director shall have no further interest in the Policy or in this Agreement.
Article 5
Insurer
The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.
Article 6
Claims Procedure
6.1 Claims Procedure. A Participant or beneficiary (claimant ) who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:
6.l.1 InitiationWritten Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.
6.1.2 Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90- day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
6.1.3 Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on which the denial is based,
(c) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
(d) An explanation of the Plans review procedures and the time limits applicable to such procedures, and
(e) A statement of the claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
6.2 Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:
6.2.1 InitiationWritten Request. To initiate the review, the claimant, within 60 days after receiving the Companys notice of denial, must file with the Company a written request for review.
6.2.2 Additional SubmissionsInformation Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits.
6.2.3 Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
6.2.4 Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
6.2.5 Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on which the denial is based,
(c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of. all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits, and
(d) A statement of the claimants right to bring a civil action under ERISA Section 502(a).
Article 7
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement signed by the Company and the Director.
Article 8
Miscellaneous
8.1 Binding Effect .This Agreement shall bind the Director and the Company and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.
8.2 No Guarantee of Service. This Agreement is not a contract for services. It does not give the Director the right to remain in the service of the Company, nor does it interfere with the shareholders rights to replace the Director. It also does not require the Director to remain in the service of the Company nor interfere with the Directors right to terminate services at any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of Massachusetts, except to the extent preempted by the laws of the United States of America.
8.4 Reorganization. The Company shall not merge or consolidate into or with another company , or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company.
8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.
8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.
8.7 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of this Agreement;
(b) Establishing and revising the method of accounting for this Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or desirable to administer this Agreement.
8.8 Named Fiduciary. The Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the Service of advisors and the delegation of ministerial duties to qualified individuals.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
DIRECTOR: | COMPANY: | |||
Colonial Federal Savings Bank | ||||
/s/ Edward J. Keohane |
/s/ Michael E. McFarland |
|||
Edward J. Keohane | By: Michael E. McFarland | |||
Title: President & CEO |
Exhibit 10.12
AMENDED AND RESTATED
COLONIAL FEDERAL SAVINGS BANK
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of July, 2021, by and between COLONIAL FEDERAL SAVINGS BANK, a savings association located in Quincy, Massachusetts (the Company), and Stephen D. Marini (the Director). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties. This Agreement is an amendment and restatement of the Agreement originally effective as of January 1, 2002, which was amended as of May 20, 2008, and January 20, 2010. This amendment and restatement shall not by itself change any previous beneficiary designation or executed Split Dollar Policy Endorsement relating to the Agreement.
INTRODUCTION
To encourage the Director to remain serving on the Board of Directors of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Directors life. The Company will pay life insurance premiums from its general assets.
AGREEMENT
The Company and the Director agree as follows:
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1 Insurer means each life insurance carrier in which there is a Split Dollar Policy Endorsement attached to this Agreement.
1.2 Policy means the specific life insurance policy issued by the Insurer.
1.3 Insured means the Director.
1.4 Normal Retirement Age means the Directors 70th birthday.
1.5 Termination of Service means the Director ceasing to serve on the Board of Directors of the Company for any reason whatsoever, other than by reason of an approved leave of absence.
1.6 Plan Year means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the effective date of this Agreement.
1.7 Effective Date shall mean January 1, 2002.
1.8 Net Death Proceeds means the total death proceeds of the Policy minus the cash surrender value.
Article 2
Policy Ownership/Interests
2.1 Company Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the direct beneficiary of an amount equal to the greater of: a) the cash surrender value of the policy, or b) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer, plus any remaining Net Death Proceeds of the Policy after the Directors interest has been paid in accordance with Section 2.2 below.
2.2 Directors Interest. The Directors interest in the Net Death Proceeds of the Policy shall be as follows: (i) from the Effective Date until the beginning of the next Plan Year, the Directors interest in the Net Death Proceeds of the Policy shall be limited to the sum of $50,000; (ii) commencing at the beginning of the next Plan Year and at the beginning of each subsequent Plan Year thereafter until the Director reaches Normal Retirement Age, the Directors interest in the Net Death Proceeds of the Policy shall be increased by $10,000 per Plan Year. The foregoing notwithstanding, (a) the Directors interest in the Net Death Proceeds of the Policy shall not, under any circumstances, increase after the Directors Termination of Service, it being agreed that the Directors interest shall be permanently fixed at the amount payable as of the date of the Directors Termination of Service, and (b) the Directors interest in the Net Death Proceeds of the Policy shall not exceed $250,000 under any circumstances. The Director shall have the right to name the beneficiary of the Directors interest in the Net Death Proceeds of the Policy, and shall also have the right to elect and change settlement options that may be permitted.
2.3 Option to Purchase. The Company shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Director or the Directors transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Company to terminate this Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Directors interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and executes a new Split Dollar Policy Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Companys creditors.
Article 3
Premiums
3.1 Premium Payment. The Company shall pay any premiums due on the Policy.
3.2 Economic Benefit. The Company shall determine the economic benefit attributable to the Director based on the amount of the current term rate for the Directors age multiplied by the aggregate death benefit payable to the Directors beneficiary. The current term rate is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.
3.3 Imputed Income. The Company shall impute the economic benefit to the Director on an annual basis.
3.4 Cash Payment. The Company shall annually pay to the Director an amount necessary to pay the federal and state income taxes attributable to the imputed income from the economic benefit and to the additional cash payments under this section. In calculating the cash payments due from the Company, the Company shall assume a marginal income tax rate of 35%. If the Director is in service as a member of the Board of Directors on the date the Director reaches the Normal Retirement Age, the cash payments shall continue until the Directors death. In the event the Director experiences a Termination of Service prior to the Normal Retirement Age, the cash payments shall cease as of the date of such occurrence.
Article 4
Assignment
The Director may assign without consideration all of the Directors interests in the Policy and in this Agreement to any person, entity or trust. In the event the Director transfers all of the Directors interest in the Policy, then all of the Directors interest in the Policy and in the Agreement shall be vested in the Directors transferee, who shall be substituted as a party hereunder and the Director shall have no further interest in the Policy or in this Agreement.
Article 5
Insurer
The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.
Article 6
Claims Procedure
6.1 Claims Procedure. A Participant or beneficiary (claimant ) who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:
6.1.1 InitiationWritten Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.
6.1.2 Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90- day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
6.1.3 Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on which the denial is based,
(c) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
(d) An explanation of the Plans review procedures and the time limits applicable to such procedures, and
(e) A statement of the claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
6.2 Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:
6.2.1 InitiationWritten Request. To initiate the review, the claimant, within 60 days after receiving the Companys notice of denial, must file with the Company a written request for review.
6.2.2 Additional SubmissionsInformation Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits.
6.2.3 Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
6.2.4 Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
6.2.5 Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on which the denial is based,
(c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of. all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits, and
(d) A statement of the claimants right to bring a civil action under ERISA Section 502(a).
Article 7
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement signed by the Company and the Director.
Article 8
Miscellaneous
8.1 Binding Effect .This Agreement shall bind the Director and the Company and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.
8.2 No Guarantee of Service. This Agreement is not a contract for services. It does not give the Director the right to remain in the service of the Company, nor does it interfere with the shareholders rights to replace the Director. It also does not require the Director to remain in the service of the Company nor interfere with the Directors right to terminate services at any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of Massachusetts, except to the extent preempted by the laws of the United States of America.
8.4 Reorganization. The Company shall not merge or consolidate into or with another company , or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company.
8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.
8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.
8.7 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of this Agreement;
(b) Establishing and revising the method of accounting for this Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or desirable to administer this Agreement.
8.8 Named Fiduciary. The Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the Service of advisors and the delegation of ministerial duties to qualified individuals.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
DIRECTOR: | COMPANY: | |||||
Colonial Federal Savings Bank | ||||||
/s/ Stephen D. Marini |
/s/ Michael E. McFarland |
|||||
Stephen D. Marini | By: Michael E. McFarland | |||||
Title: President & CEO |
Exhibit 10.13
AMENDED AND RESTATED
COLONIAL FEDERAL SAVINGS BANK
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of July, 2021, by and between COLONIAL FEDERAL SAVINGS BANK, a savings association located in Quincy, Massachusetts (the Company), and James M. OLeary Jr. (the Director). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties. This Agreement is an amendment and restatement of the Agreement originally effective as of January 1, 2002, which was amended as of May 20, 2008, and January 20, 2010. This amendment and restatement shall not by itself change any previous beneficiary designation or executed Split Dollar Policy Endorsement relating to the Agreement.
INTRODUCTION
To encourage the Director to remain serving on the Board of Directors of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Directors life. The Company will pay life insurance premiums from its general assets.
AGREEMENT
The Company and the Director agree as follows:
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1 Insurer means each life insurance carrier in which there is a Split Dollar Policy Endorsement attached to this Agreement.
1.2 Policy means the specific life insurance policy issued by the Insurer.
1.3 Insured means the Director.
1.4 Normal Retirement Age means the Directors 70th birthday.
1.5 Termination of Service means the Director ceasing to serve on the Board of Directors of the Company for any reason whatsoever, other than by reason of an approved leave of absence.
1.6 Plan Year means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the effective date of this Agreement.
1.7 Effective Date shall mean November 1, 2016.
1.8 Net Death Proceeds means the total death proceeds of the Policy minus the cash surrender value.
Article 2
Policy Ownership/Interests
2.1 Company Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the direct beneficiary of an amount equal to the greater of: a) the cash surrender value of the policy, or b) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer, plus any remaining Net Death Proceeds of the Policy after the Directors interest has been paid in accordance with Section 2.2 below.
2.2 Directors Interest. The Directors interest in the Net Death Proceeds of the Policy shall be as follows: (i) from the Effective Date until the beginning of the next Plan Year, the Directors interest in the Net Death Proceeds of the Policy shall be limited to the sum of $50,000; (ii) commencing at the beginning of the next Plan Year and at the beginning of each subsequent Plan Year thereafter until the Director reaches Normal Retirement Age, the Directors interest in the Net Death Proceeds of the Policy shall be increased by $10,000 per Plan Year. The foregoing notwithstanding, (a) the Directors interest in the Net Death Proceeds of the Policy shall not, under any circumstances, increase after the Directors Termination of Service, it being agreed that the Directors interest shall be permanently fixed at the amount payable as of the date of the Directors Termination of Service, and (b) the Directors interest in the Net Death Proceeds of the Policy shall not exceed $250,000 under any circumstances. The Director shall have the right to name the beneficiary of the Directors interest in the Net Death Proceeds of the Policy, and shall also have the right to elect and change settlement options that may be permitted.
2.3 Option to Purchase. The Company shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Director or the Directors transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Company to terminate this Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Directors interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and executes a new Split Dollar Policy Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Companys creditors.
Article 3
Premiums
3.1 Premium Payment. The Company shall pay any premiums due on the Policy.
3.2 Economic Benefit. The Company shall determine the economic benefit attributable to the Director based on the amount of the current term rate for the Directors age multiplied by the aggregate death benefit payable to the Directors beneficiary. The current term rate is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.
3.3 Imputed Income. The Company shall impute the economic benefit to the Director on an annual basis.
3.4 Cash Payment. The Company shall annually pay to the Director an amount necessary to pay the federal and state income taxes attributable to the imputed income from the economic benefit and to the additional cash payments under this section. In calculating the cash payments due from the Company, the Company shall assume a marginal income tax rate of 35%. If the Director is in service as a member of the Board of Directors on the date the Director reaches the Normal Retirement Age, the cash payments shall continue until the Directors death. In the event the Director experiences a Termination of Service prior to the Normal Retirement Age, the cash payments shall cease as of the date of such occurrence.
Article 4
Assignment
The Director may assign without consideration all of the Directors interests in the Policy and in this Agreement to any person, entity or trust. In the event the Director transfers all of the Directors interest in the Policy, then all of the Directors interest in the Policy and in the Agreement shall be vested in the Directors transferee, who shall be substituted as a party hereunder and the Director shall have no further interest in the Policy or in this Agreement.
Article 5
Insurer
The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.
Article 6
Claims Procedure
6.1 Claims Procedure. A Participant or beneficiary (claimant ) who has not received benefits under the Plan that he or she believes should be paid shall make a claim for such benefits as follows:
6.l .1 InitiationWritten Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.
6.1.2 Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90- day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
6.1.3 Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on which the denial is based,
(c) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
(d) An explanation of the Plans review procedures and the time limits applicable to such procedures, and
(e) A statement of the claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
6.2 Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:
6.2.1 InitiationWritten Request. To initiate the review, the claimant, within 60 days after receiving the Companys notice of denial, must file with the Company a written request for review.
6.2.2 Additional SubmissionsInformation Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits.
6.2.3 Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
6.2.4 Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
6.2.5 Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on which the denial is based,
(c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of. all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimants claim for benefits, and
(d) A statement of the claimants right to bring a civil action under ERISA Section 502(a).
Article 7
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement signed by the Company and the Director.
Article 8
Miscellaneous
8.1 Binding Effect .This Agreement shall bind the Director and the Company and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.
8.2 No Guarantee of Service. This Agreement is not a contract for services. It does not give the Director the right to remain in the service of the Company, nor does it interfere with the shareholders rights to replace the Director. It also does not require the Director to remain in the service of the Company nor interfere with the Directors right to terminate services at any time.
8.3 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of Massachusetts, except to the extent preempted by the laws of the United States of America.
8.4 Reorganization. The Company shall not merge or consolidate into or with another company , or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company.
8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.
8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.
8.7 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of this Agreement;
(b) Establishing and revising the method of accounting for this Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or desirable to administer this Agreement.
8.8 Named Fiduciary. The Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the Service of advisors and the delegation of ministerial duties to qualified individuals.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
DIRECTOR: | COMPANY: | |||||
Colonial Federal Savings Bank | ||||||
/s/ James M. OLeary, Jr. |
/s/ Michael E. McFarland |
|||||
James M. OLeary Jr. | By: Michael E. McFarland | |||||
Title: President & CEO |
Exhibit 21
Subsidiaries of CFSB Bancorp, Inc.
Name |
Percent Ownership |
State of Incorporation |
||
Colonial Federal Savings Bank | 100% | Federal | ||
Subsidiaries of Colonial Federal Savings Bank | ||||
Name |
Percent Ownership |
State of Incorporation |
||
Beach Street Securities Corporation | 100% | Massachusetts |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use in this Prospectus and Registration Statement on Form S-1 of our report dated September 9, 2021 on the consolidated financial statements of Colonial Federal Savings Bank and subsidiary as of June 30, 2021 and 2020, and for the years then ended, appearing in the Prospectus, which is a part of this Registration Statement on Form S-1. We further consent to the use of our name and the reference to us appearing under the heading Experts in this Prospectus and Registration Statement.
/s/ Wolf & Company, P.C.
Boston, Massachusetts
September 9, 2021
Exhibit 23.4
September 9, 2021
Boards of Directors
15 Beach, MHC CFSB Bancorp, Inc.
Colonial Federal Savings Bank
15 Beach Street
Quincy, Massachusetts 02170
Members of the Boards of Directors:
We hereby consent to the use of our firms name in the Registration Statement on Form S-1 and any amendments thereto, to be filed with the Securities and Exchange Commission. We also hereby consent to the inclusion of, summary of and references to our Valuation Appraisal Report and any Valuation Appraisal Report Updates in such filings including the prospectus of CFSB Bancorp, Inc. We also consent to the reference to our firm under the heading Experts in the prospectus.
Sincerely, |
RP® FINANCIAL, LC. |
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 |
Exhibit 99.1
May 18, 2021
Michael E. McFarland
President and Chief Executive Officer
Colonial Federal Savings Bank
15 Beach Street
Quincy, Massachusetts 02170
Dear Mr. McFarland:
This letter sets forth the agreement whereby Colonial Federal Savings Bank, Quincy, Massachusetts (Colonial or the Bank), has engaged RP® Financial, LC. (RP Financial) for independent conversion appraisal services in conjunction with the minority stock offering in connection with the Banks proposed mutual holding company reorganization. The specific appraisal services to be rendered, along with the timing and fee structure for these appraisal services, are described below. These appraisal services will be directed by the undersigned, with the assistance of other Associates.
Description of Appraisal Services
RP Financial will conduct financial due diligence, including interviews of senior management and reviews of historical and pro forma financial information and other documents and records, to gain insight into the operations, financial condition, profitability, market area, risks and various internal and external factors which will be considered in estimating the pro forma market value of the Bank in accordance with the applicable regulatory appraisal guidelines.
RP Financial will prepare a detailed written valuation report of the Bank that will be fully consistent with applicable regulatory appraisal guidelines and standard pro forma valuation practices, taking into consideration the intended minority stock offering. The appraisal report will include an analysis of the Banks financial condition and operating results, as well as an assessment of the Banks interest rate risk, credit risk and liquidity risk. The appraisal report will incorporate an evaluation of the Banks business strategies, market area, prospects for the future and the intended use of proceeds both in the short term and over the longer term. A peer group analysis relative to certain relatively comparable publicly-traded companies will be conducted for the purpose of determining appropriate valuation adjustments for the Bank relative to the peer groups pricing ratios.
We will review pertinent sections of the applications and offering documents and conduct discussions with representatives of the Bank to obtain necessary data and information for the appraisal, including the impact of key deal elements on the appraised value, such as dividend policy, use of proceeds and reinvestment rate, tax rate, offering expenses, characteristics of stock plans and charitable foundation contribution (if applicable).
1311-A Dolley Madison Blvd. Suite 2A McLean, VA 22101 jhennessey@rpfinancial.com |
Direct: (703) 647-6544 Main: (703) 528-1700 Fax: (703) 528-1788 www.rpfinancial.com |
Colonial Federal Savings Bank
May 18, 2021
Page 2
The original appraisal report will establish a midpoint pro forma market value in accordance with the applicable regulatory requirements. The appraisal report will provide the basis for the Bank to determine the size of the minority stock offering. The appraisal report may be periodically updated throughout the conversion process, and, in accordance with the conversion regulations, there will be at least one updated appraisal prepared at the closing of the minority stock offering to determine the number of shares to be issued.
RP Financial agrees to deliver the valuation appraisal and subsequent updates, in writing, to the Bank at the above address in conjunction with the filing of the regulatory application. Subsequent updates will be filed promptly as certain events occur which would warrant the preparation and filing of such valuation updates. Further, RP Financial agrees to perform such other services as are necessary or required in connection with the regulatory review of the appraisal and respond to the regulatory comments, if any, regarding the valuation appraisal and subsequent updates. RP Financial will also prepare the pro forma presentations for inclusion in the prospectus, reflecting the original appraisal and subsequent updates, as appropriate.
RP Financial expects to formally present the appraisal report, including the appraisal methodology, peer group selection and assumptions, to the Board of Directors of the Bank (the Board) for review and consideration. If appropriate, RP Financial will present subsequent updates to the Board. It is understood that this appraisal will be presented telephonically.
Fee Structure and Payment Schedule
The Bank agrees to pay RP Financial a fixed fee of $42,500 for preparation and delivery of the original appraisal report and $7,500 for each subsequent update, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule:
|
$7,500 upon execution of this letter of agreement engaging RP Financials appraisal services; |
|
$35,000 upon delivery of the completed original appraisal report; and, |
|
$7,500 for each valuation update that may be required, provided that the transaction is not delayed for reasons described below. It is anticipated that there will be at least one appraisal update report, specifically the update to be prepared in conjunction with the completion of the minority stock offering. |
The Bank will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include data, computer, copying/printing and reasonable counsel fees and will not exceed $2,500 in the aggregate, without the Banks authorization to exceed this level.
In the event the Bank shall, for any reason, discontinue the MHC reorganization prior to delivery of the completed documents set forth above and payment of the respective progress payment fees, the Bank agrees to compensate RP Financial according to RP Financials standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after giving full credit to the initial retainer fee. RP Financials standard billing rates range from $125 per hour for research associates to $450 per hour for managing directors.
Colonial Federal Savings Bank
May 18, 2021
Page 3
If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.
Covenants, Representations and Warranties
The Bank and RP Financial agree to the following:
1. The Bank agrees to make available or to supply to RP Financial such information with respect to its business and financial condition as RP Financial may reasonably request in order to provide the aforesaid valuation. Such information heretofore or hereafter supplied or made available to RP Financial shall include, but not be limited to: annual audited and unaudited internal financial statements and management reports, business plan and budget, periodic regulatory filings and material agreements, debt instruments, off-balance sheet assets or liabilities, commitments and contingencies, and other corporate books and records. All information provided by the Bank to RP Financial shall remain strictly confidential (unless such information is otherwise made available to the public), and if the MHC reorganization and minority stock offering is not consummated, or the services of RP Financial are terminated hereunder, RP Financial shall promptly return to the Bank the original and any copies of such information.
2. RP Financial represents that it will comply with any and all federal, state and local laws, regulations and ordinances governing or relating to the privacy, security, confidentiality or integrity of personal information, data, and confidential information (Privacy Laws). RP Financial shall implement such physical, administrative and technical safeguards as shall be necessary to ensure the security and confidentiality of any personal information, data, and confidential information it receives, including maintaining written policies and procedures detailing its compliance with any applicable Privacy Laws. Such written policies and procedures shall be made available to the Bank for review upon request. The Bank represents and warrants to RP Financial that any information provided to RP Financial does not and will not, to the best of the Banks knowledge, at the times it is provided to RP Financial, contain any untrue statement of a material fact or in response to informational requests by RP Financial fail to state a material fact necessary to make the statements therein not false or misleading in light of the circumstances under which they were made.
3. (a) The Bank agrees that it will indemnify and hold harmless RP Financial, any affiliates of RP Financial, the respective members, officers, agents and employees of RP Financial or their successors and assigns who act for or on behalf of RP Financial in connection with the services called for under this agreement (hereinafter referred to as RP Financial), from and against any and all losses, claims, damages and liabilities (including, but not limited to, reasonable attorneys fees, and all losses and expenses in connection with claims under the federal securities laws) attributable to (i) any untrue statement of a material fact contained in the financial statements or other information furnished or otherwise provided by the Bank to RP Financial, either orally or in writing; (ii) the omission of a material fact from the financial statements or other information furnished or otherwise made
Colonial Federal Savings Bank
May 18, 2021
Page 4
available by the Bank to RP Financial; or (iii) any action or omission to act by the Bank, or the Banks respective officers, directors, employees or agents, which action or omission is due to the bad faith or gross negligence of the Bank. The Bank will be under no obligation to indemnify RP Financial hereunder if a court determines that RP Financial was grossly negligent or acted in bad faith with respect to any actions or omissions of RP Financial related to a matter for which indemnification is sought hereunder. Reasonable time devoted by RP Financial to situations for which RP Financial is deemed entitled to indemnification hereunder, shall be an indemnifiable cost payable by the Bank at the normal hourly professional rate chargeable by such employee.
Notwithstanding anything in this agreement to the contrary, RP Financial shall promptly notify the Bank immediately via telephone, to be followed up in writing, of any actual, suspected or threatened security breach incident involving confidential information, and shall cooperate fully in investigating and responding to each successful or attempted security breach. RP Financial will defend, indemnify and hold the Bank harmless from and against all third party claims, losses, damages and liabilities arising out of a security breach and shall pay for all costs associated with responding to such breach, including without limitation, all legal, forensic, public relations, consultancy and other expert fees incurred by Bank, the costs of any and all notifications that Bank sends to individuals whose information was affected by any incident, and the cost of an annual credit monitoring services subscription for all such individuals.
(b) RP Financial shall give written notice to the Bank of such claim or facts within thirty days of the assertion of any claim or discovery of material facts upon which RP Financial intends to base a claim for indemnification hereunder, including the name of counsel that RP Financial intends to engage in connection with any indemnification related matter. In the event the Bank elects, within seven days of the receipt of the original notice thereof, to contest such claim by written notice to RP Financial, the Bank shall not be obligated to make payments under Section 3(c), but RP Financial will be entitled to be paid any amounts payable by the Bank hereunder within five days after the final non-appealable determination of such contest either by written acknowledgement of the Bank or a decision of a court of competent jurisdiction or alternative adjudication forum, unless it is determined in accordance with Section 3(c) hereof that RP Financial is not entitled to indemnity hereunder. If the Bank does not so elect to contest a claim for indemnification by RP Financial hereunder, RP Financial shall (subject to the Banks receipt of the written statement and undertaking under Section 3(c) hereof) be paid promptly and in any event within thirty days after receipt by the Bank of detailed billing statements or invoices for which RP Financial is entitled to reimbursement under Section 3(c) hereof.
(c) Subject to the Banks right to contest under Section 3(b) hereof, the Bank shall pay for or reimburse the reasonable expenses, including reasonable attorneys fees, incurred by RP Financial in advance of the final disposition of any proceeding within thirty days of the receipt of such request if RP Financial furnishes the Bank: (1) a written statement of RP Financials good faith belief that it is entitled to indemnification hereunder; (2) a written undertaking to repay the advance if it ultimately is determined in a final, non-appealable adjudication of such proceeding that it or he is not entitled to such indemnification; and (3) a detailed invoice of the expenses for which reimbursement is sought.
(d) In the event the Bank does not pay any indemnified loss or make advance reimbursements of expenses in accordance with the terms of this agreement, RP Financial shall have all remedies available at law or in equity to enforce such obligation.
Colonial Federal Savings Bank
May 18, 2021
Page 5
(e) Any indemnification payments to be made by the Bank hereunder are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 USC 1828(k)) and the Regulations promulgated thereunder by the Federal Deposit Insurance Corporation (12 CFR Part 359).
This agreement constitutes the entire understanding of the Bank and RP Financial concerning the subject matter addressed herein, and such contract shall be governed and construed in accordance with the Commonwealth of Virginia. This agreement may not be modified, supplemented or amended except by written agreement executed by both parties.
The Bank and RP Financial are not affiliated, and neither the Bank nor RP Financial has an economic interest in, or is held in common with, the other and has not derived a significant portion of its gross revenues, receipts or net income for any period from transactions with the other. RP Financial represents and warrants that it is not aware of any fact or circumstance that would cause it not to be independent within the meaning of the MHC conversion regulations of the federal banking agencies or otherwise prohibit or restrict in anyway RP Financial from serving in the role of independent appraiser for the Bank.
******************************************************
Please acknowledge your agreement to the foregoing by signing as indicated below and returning to RP Financial a signed copy of this letter, together with the engagement fee of $7,500.
Sincerely, |
|
James P. Hennessey Director |
Agreed To and Accepted By: Michael E. McFarland /s/ Michael E. McFarland
President and Chief Executive Officer
Upon Authorization of the Board of Directors of: | Colonial Federal Savings Bank | |
Quincy, Massachusetts |
Date Executed: May 18, 2021
Exhibit 99.2
September 9, 2021
Boards of Directors
15 Beach, MHC
CFSB Bancorp, Inc.
Colonial Federal Savings Bank
15 Beach Street
Quincy, Massachusetts 02170
Re: |
Plan of Reorganization and Minority Stock Issuance |
15 Beach, MHC
CFSB Bancorp, Inc.
Colonial Federal Savings Bank
Members of the Board of Directors:
All capitalized terms not otherwise defined in this letter have the meanings given such terms in the plan of reorganization (the Plan) adopted by the Board of Directors of Colonial Federal Savings Bank. Pursuant to the Plan, when the stock offering is completed purchasers in the stock offering will own 45% of CFSB Bancorp, Inc.s outstanding shares of common stock, the MHC will own 55% of CFSB Bancorp, Inc.s outstanding shares of common stock.
We understand that in accordance with the Plan, subscription rights to purchase shares of common stock in CFSB Bancorp, Inc. are to be issued to: (1) Eligible Account Holders; (2) Tax-Qualified Employee Plans; (3) Supplemental Eligible Account Holders; and, (4) Other Members. Based solely upon our observation that the subscription rights will be available to such parties without cost, will be legally non-transferable and of short duration, and will afford such parties the right only to purchase shares of common stock at the same price as will be paid by members of the general public in the community or syndicated community offerings but without undertaking any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue, we are of the belief that, as a factual matter:
(1) |
the subscription rights will have no ascertainable market value; and, |
(2) |
the price at which the subscription rights are exercisable will not be more or less than the pro forma market value of the shares upon issuance. |
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 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 CFSB Bancorp, Inc.s value alone. Accordingly, no assurance can be given that persons who subscribe to shares of common stock in the subscription offering will thereafter be able to buy or sell such shares at the same price paid in the subscription offering.
Sincerely,
RP Financial, LC.
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 |
Exhibit 99.3
PRO FORMA VALUATION REPORT
MUTUAL HOLDING COMPANY
STOCK OFFERING
CFSB Bancorp, Inc. | Quincy, Massachusetts
HOLDING COMPANY FOR:
Colonial Federal Savings Bank | Quincy, Massachusetts
Valuation Date: August 20, 2021
1311-A Dolley Madison Boulevard, Suite 2A
McLean, Virginia 22101
703.528.1700
rpfinancial.com
August 20, 2021
Board of Directors
Colonial Federal Savings Bank
15 Beach Street
Quincy, Massachusetts 02170
Members of the Board of Directors:
At your request, we have completed and hereby provide an independent appraisal (Appraisal) of the estimated pro forma market value of the common stock which is to be issued in connection with the stock issuance transaction described below.
This Appraisal is furnished pursuant to the requirements stipulated in the Code of Federal Regulations and has been prepared in accordance with the Guidelines for Appraisal Reports for the Valuation of Savings and Loan Associations Converting from Mutual to Stock Form of Organization (the Valuation Guidelines) of the Office of Thrift Supervision (OTS) and accepted by the Federal Reserve Board (FRB), the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC), and applicable regulatory interpretations thereof.
Description of Plan of Reorganization and Stock Issuance
The board of directors of Colonial Federal Savings Bank (Colonial or the Bank) has approved the Plan of Reorganization pursuant to which the Bank will reorganize from a federally-chartered mutual savings bank into a two-tier mutual holding company structure. After the reorganization, CFSB Bancorp, Inc. (CFSB or the Company) will be the mid-tier stock holding company and Colonial MHC (the MHC) will be the top-tier mutual holding company. After the offering, purchasers in the offering will own 45% and the MHC will own 55% of the outstanding shares of common stock of the Company. After the reorganization is completed, the Company will own all of the outstanding capital stock of the Bank.
CFSB Bancorp will offer its common stock in a subscription offering to Eligible Account Holders, Tax-Qualified Employee Plans, Supplemental Eligible Account Holders and Other Members as such terms are defined for purposes of applicable regulatory guidelines governing stock offerings by mutual institutions. To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, the shares may be offered for sale to members of the general public in a community offering and a syndicated or firm commitment offering.
At this time, no other activities are contemplated for the Company other than 100% ownership of its subsidiary, the Bank, investment of the net cash proceeds retained at the holding company level and extending a loan to the employee stock ownership plan (the ESOP). In the future, CFSB Bancorp may acquire or organize other operating subsidiaries, diversify into other banking-related activities, pay dividends or repurchase its stock, although there are no specific plans to undertake such activities at the present time.
1311-A Dolley Madison Boulevard, Suite 2A | Telephone: (703) 528-1700 | |
McLean, VA 22101 | Fax No.: (703) 528-1788 | |
www.rpfinancial.com | Toll-Free No.: (866) 723-0594 | |
E-Mail: mail@rpfinancial.com |
Board of Directors
August 20, 2021
Page 2
The Plan provides for a contribution to the a newly-established charitable foundation incorporated by Colonial Federal Savings Bank (the Foundation). The Foundation contribution will be funded with a $250,000 cash contribution and 2% of the number of shares outstanding at the close of the offering. The purpose of the Foundation is to provide financial support to charitable organizations in the communities in which Colonial operates and to enable those communities to share in Colonials long-term growth. The Foundation is dedicated completely to community activities and the promotion of charitable causes.
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 Bank and the other parties engaged by Colonial to assist in the minority stock offering 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, the OCC and the Securities and Exchange Commission (SEC). We have conducted a financial analysis of Colonial that has included a review of audited financial information for the years ended 2017 through 2021 and conducted a review of various unaudited information and internal financial reports through June 30, 2021, and had due diligence related discussions with the Banks management; Wolf & Company, P.C., the Banks independent auditor; Luse Gorman, PC, the Banks counsel for the stock issuance and Piper Sandler & Company, the Banks 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 Colonial operates and have assessed Colonials relative strengths and weaknesses. We have kept abreast of the changing regulatory and legislative environment for financial institutions and analyzed the potential impact on Colonial and the industry as a whole. We have analyzed the potential effects of the stock offering on Colonials operating characteristics and financial performance as they relate to the pro forma market value of CFSB Bancorp. We have reviewed the economic and demographic characteristics of the Banks primary market area. We have compared Colonials 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 market for existing thrift issues and initial public offerings by thrifts and thrift holding companies. We have excluded from such analyzes thrifts subject to announced or rumored acquisitions, and/or institutions that exhibit other unusual characteristics.
Board of Directors
August 20, 2021
Page 3
The Appraisal is based on Colonials representation that the information contained in the regulatory applications and additional information furnished to us by Colonial 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 Colonial, or its independent auditor, legal counsel and other authorized agents nor did we independently value the assets or liabilities of Colonial. The valuation considers Colonial only as a going concern and should not be considered as an indication of Colonials liquidation value.
Our appraised value is predicated on a continuation of the current operating environment for Colonial 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 CFSB Bancorps stock alone. It is our understanding that there are no current plans for selling control of CFSB Bancorp following completion of the stock offering. To the extent that such factors can be foreseen, they have been factored into our analysis.
The estimated pro forma market value is defined as the price at which CFSB Bancorps common stock, immediately upon completion of the stock offering, would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of relevant facts.
Valuation Conclusion
Based on the foregoing, it is our opinion that, as of August 20, 2021, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion, both shares issued publicly as well as to the MHC and the Foundation, equaled $50,000,000 at the midpoint, equal to 5,000,000 shares offered at a per share value of $10.00. Pursuant to conversion guidelines, the 15% offering range indicates a minimum value of $42,500,000 and a maximum value of $57,500,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 4,250,000 at the minimum and 5,750,000 at the maximum. In the event the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a super maximum value of $66,125,000 without a resolicitation. Based on the $10.00 per share offering price, the super maximum value would result in total shares outstanding of 6,612,500.
The Board of Directors has established a public offering range such that the public ownership of the Company will constitute a 43.0% ownership interest, prior to the issuance of shares to the Foundation. Accordingly, the offering to the public of the minority stock will equal $18,275,000 at the minimum, $21,500,000 at the midpoint, $24,725,000 at the maximum and $28,433,750 at the super maximum of the valuation range. Based on the public offering range and inclusive of the shares issued to the Foundation, equal to 2.0% of the shares issued in the conversion, the public ownership of shares will represent 45.0% of the shares issued throughout the valuation range.
Board of Directors
August 20, 2021
Page 4
Limiting Factors and Considerations
The valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of the common stock. Moreover, because such valuation is determined in accordance with applicable regulatory guidelines and is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons who purchase shares of common stock in the stock offering will thereafter be able to buy or sell such shares at prices related to the foregoing valuation of the estimated pro forma market value thereof. The appraisal reflects only a valuation range as of this date for the pro forma market value of CFSB 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 stock offering.
RP Financials valuation was based on the financial condition and operations of Colonial as of June 30, 2021, the date of the financial data included in the prospectus.
RP Financial is not a seller of securities within the meaning of any federal and state securities laws and any report prepared by RP Financial shall not be used as an offer or solicitation with respect to the purchase or sale of any securities. RP Financial maintains a policy which prohibits RP Financial, its principals or employees from purchasing stock of its client institutions.
This valuation will be updated as provided for in the conversion regulations and guidelines. These updates will consider, among other things, any developments or changes in the financial performance and condition of Colonial, 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 CFSB Bancorps stock offering.
Respectfully submitted, |
RP® FINANCIAL, LC. |
James P. Hennessey |
Director |
RP® Financial, LC. |
TABLE OF CONTENTS i |
TABLE OF CONTENTS
CFSB Bancorp, Inc.
Quincy, Massachusetts
PAGE | ||||||
DESCRIPTION |
NUMBER | |||||
CHAPTER ONE |
OVERVIEW AND FINANCIAL ANALYSIS |
|||||
Introduction |
I.1 | |||||
Plan of Reorganization and Minority Stock Issuance |
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 | |||||
Loan Originations, Purchases and Sales |
I.15 | |||||
Asset Quality |
I.15 | |||||
Funding Composition and Strategy |
I.16 | |||||
Subsidiary Operations |
I.16 | |||||
CHAPTER TWO |
OPERATING ENVIRONMENT AND MARKET AREA |
|||||
Introduction |
II.1 | |||||
Primary Market Area Overview |
II.1 | |||||
Market Area Demographics |
II.2 | |||||
Primary Market Area Employment Sectors |
II.5 | |||||
Major Market Area Employers |
II.5 | |||||
Market Area Unemployment Data |
II.7 | |||||
Deposit Trends and Competition |
II.7 | |||||
Competition |
II.9 | |||||
CHAPTER THREE |
PEER GROUP ANALYSIS |
|||||
Peer Group Selection |
III.1 | |||||
Financial Condition |
III.6 | |||||
Income and Expense Components |
III.8 | |||||
Loan Composition |
III.12 | |||||
Credit Risk |
III.14 | |||||
Interest Rate Risk |
III.14 | |||||
Summary |
III.17 |
RP® Financial, LC. | TABLE OF CONTENTS |
ii
TABLE OF CONTENTS
CFSB Bancorp, Inc.
Quincy, Massachusetts
(continued)
PAGE | ||||
DESCRIPTION | NUMBER | |||
CHAPTER FOUR VALUATION ANALYSIS |
||||
Introduction |
IV.1 | |||
Appraisal Guidelines |
IV.1 | |||
RP Financial Approach to the Valuation |
IV.1 | |||
Valuation Analysis |
IV.2 | |||
1. Financial Condition |
IV.2 | |||
2. Profitability, Growth and Viability of Earnings |
IV.4 | |||
3. Asset Growth |
IV.5 | |||
4. Primary Market Area |
IV.6 | |||
5. Dividends |
IV.7 | |||
6. Liquidity of the Shares |
IV.8 | |||
7. Marketing of the Issue |
IV.9 | |||
A. The Public Market |
IV.9 | |||
B. The New Issue Market |
IV.15 | |||
C. The Acquisition Market |
IV.17 | |||
8. Management |
IV.18 | |||
9. Effect of Government Regulation and Regulatory Reform |
IV.18 | |||
Summary of Adjustments |
IV.18 | |||
Valuation Approaches: Fully-Converted Basis |
IV.19 | |||
Basis of Valuation - Fully-Converted Pricing Ratios |
IV.20 | |||
1. Price-to-Earnings (P/E) |
IV.20 | |||
2. Price-to-Book (P/B) |
IV.21 | |||
3. Price-to-Assets (P/A) |
IV.24 | |||
Comparison to Publicly-Traded MHCs |
IV.25 | |||
Comparison to Recent Offerings |
IV.28 | |||
Valuation Conclusion |
IV.29 |
RP® Financial, LC. |
LIST OF TABLES iii |
LIST OF TABLES
CFSB Bancorp, Inc.
Quincy, Massachusetts
TABLE | ||||||
NUMBER |
DESCRIPTION |
PAGE | ||||
1.1 |
Historical Balance Sheets |
I.6 | ||||
1.2 |
Historical Income Statements |
I.9 | ||||
2.1 |
Summary Demographic Data |
II.4 | ||||
2.2 |
Primary Market Area Employment Sectors |
II.5 | ||||
2.3 |
Largest Private Employers in the Boston Metropolitan Area |
II.6 | ||||
2.4 |
Unemployment Trends |
II.7 | ||||
2.5 |
Deposit Summary |
II.8 | ||||
2.6 |
Market Area Deposit Competitors As of June 30, 2020 |
II.9 | ||||
3.1 |
Peer Group of Public Savings Institutions |
III.3 | ||||
3.2 |
Balance Sheet Composition and Growth Rates |
III.7 | ||||
3.3 |
Income as a Percent of Average Assets and Yields, Costs, Spreads |
III.9 | ||||
3.4 |
Loan Portfolio Composition and Related Information |
III.13 | ||||
3.5 |
Credit Risk Measures and Related Information |
III.15 | ||||
3.6 |
Interest Rate Risk Measures and Net Interest Income Volatility |
III.16 | ||||
4.1 |
Peer Group Market Area Unemployment Rates |
IV.7 | ||||
4.2 |
Pricing Characteristics and After-Market Trends |
IV.16 | ||||
4.3 |
Valuation Adjustments |
IV.19 | ||||
4.4 |
Public Market Pricing Versus Peer Group (Fully Converted Basis) |
IV.22 | ||||
4.5 |
Public Market Pricing Versus Peer Group (MHC Basis) |
IV.23 | ||||
4.6 |
Publicly-Traded MHCs (Fully Conv. Basis) versus the Peer Group |
IV.26 | ||||
4.7 |
Peer Group of MHC Institutions (Fully Converted Basis) |
IV.27 |
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.1 |
I. OVERVIEW AND FINANCIAL ANALYSIS
Introduction
Colonial Federal Savings Bank (Colonial or the Bank), established in 1889, is a federally-chartered savings bank headquartered in Quincy, Massachusetts. The Companys operations are conducted through the headquarters office location and three full-service branch offices, all of which are located within Norfolk County, Massachusetts. A map of Colonials branch office locations is provided in Exhibit I-1.
Colonial 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). As of June 30, 2021, Colonial had total assets of $338.9 million, total deposits of $284.6 million and total equity of $48.6 million equal to 14.36% of total assets. The Banks audited financial statements are included by reference as Exhibit I-2.
Plan of Reorganization and Minority Stock Issuance
On September 8, 2021, the Board of Directors of Colonial adopted the Plan of Reorganization and Minority Stock Issuance (the Plan). Pursuant to the Plan, Colonial will reorganize into the two-tier mutual holding company form of organization. In connection with the Plan, Colonial has organized a new Maryland stock holding company named CFSB Bancorp, Inc. (CFSB Bancorp or the Company), which will issue a majority of its common stock to a mutual holding company to be called 15 Beach MHC (the MHC) and sell a minority of its common stock to the public. When the reorganization and minority stock offering are completed, all of the outstanding capital stock of Colonial will be owned by Colonial. The MHC will own a controlling interest in the Company of % and the Company will become a subsidiary of the MHC.
CFSB Bancorp will offer its common stock in a subscription offering to Eligible Account Holders, Tax-Qualified Plans including Colonials employee stock ownership plan (the ESOP) and 401(k) plan, and Supplemental Eligible Account Holders as such terms are defined for purposes of applicable regulatory guidelines governing stock offerings by mutual institutions. To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, the shares may be offered for sale to members of the general public in a community offering and a syndicated or firm commitment offering. It is anticipated that %
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.2 |
of the net proceeds from the stock offering will be invested in Colonial and the balance of the net proceeds will be retained by the Company.
At this time, no other activities are contemplated for the Company other than the ownership of the Bank and funding a loan to the newly-formed ESOP and reinvestment of the proceeds that are retained by the Company. In the future, Colonial may acquire or organize other operating subsidiaries, diversify into other banking-related activities, pay dividends or repurchase its stock, although there are no specific plans to undertake such activities at the present time.
The Plan provides for the establishment of a new charitable foundation (the Foundation). The Foundations contribution will be funded with 2% of the outstanding shares of common stock issued in the mutual holding company reorganization and $250,000 and a $250,000 cash contribution. The purpose of the Foundation is to provide financial support to charitable organizations in the communities in which Colonial operates and to enable those communities to share in the Companys long-term growth. The Foundation will be dedicated completely to community activities and the promotion of charitable causes.
Strategic Overview
Colonial maintains a local community banking emphasis, with a primary strategic objective of meeting the borrowing and savings needs of its local customer base. Colonials historical operating strategy has been a traditional thrift operating strategy, in which lending has emphasized originating 1-4 family residential mortgage loans and funding has been largely generated through retail deposits. While the Banks business plan calls for continuing to originate 1-4 family loans for portfolio, the Bank will continue to originate other types of loans primarily including mortgage loans secured by commercial and multi-family properties. The Banks objective is to fund asset growth primarily through deposit growth, emphasizing growth of lower cost core deposits.
Investments serve as a supplement to the Banks lending activities and the investment portfolio is considered to be indicative of a low risk investment philosophy. As of June 30, 2021, the Banks holdings of investment securities consisted of mortgage-backed securities that are guaranteed or insured by government sponsored enterprises (GSEs) and U.S. Government agency obligations. The Bank also maintained a material part of its June 30, 2021, balance sheet in cash and equivalents including interest-bearing deposits in other financial institutions. The Banks lending and investment strategies have generally supported management of credit risk
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.3 |
exposure and, in recent years, the balance of non-performing assets have been at near zero levels.
Retail deposits have consistently served as the primary interest-bearing funding source for the Bank. Unlike a traditional thrift that relies on certificates of deposit, however, the Bank has successfully diversified its retail deposit into demand deposits, money market accounts and savings accounts which comprise approximately 61% of total deposits. The Bank utilizes borrowings as a supplemental funding source to facilitate management of funding costs and interest rate risk. Borrowing currently consist of FHLB advances.
Colonials earnings base is largely dependent upon net interest income and operating expense levels. The Bank has historically been effective in preserving its net interest income to average assets ratio. However, in fiscal 2020 and 2021, the Bank has experienced some net interest margin compression, due to such factors as the relatively flat yield curve and a shift in the Banks interest-earning asset mix towards a higher concentration of lower yielding cash and investments. Non-interest operating income has been a small contributor to the Banks earnings in recent years. Operating expenses have trended higher in recent years but remained in a relatively narrow range as a percent of average assets. Loan loss provisions have been at nominal levels reflecting that the Bank has had little or no non-performing assets and/or loan chargeoffs.
The post-offering business plan of the Bank is expected to remain consistent with current strategic objectives. Specifically, Colonial will continue to be an independent community-oriented financial institution with a commitment to lending in local markets with operations funded primarily by retail deposits. Moderate growth strategies will continue to be implemented within the context of managing the Banks exposure to risk.
The operating environment in 2020 and the first six months of 2021 posed significant challenges to the Bank and the entire world as a result of the global pandemic. As a result of the COVID-19 pandemic, the Bank initiated all of the recommended CDC and Commonwealth of Massachusetts protocols for safety. The Banks operation has adjusted to the new norms of ensuring the virus does not spread within the Bank, either through staff, customer or vendor interaction. As part of the strategic discussion, the backdrop of operations which have taken place for banks operationally and especially in customer action and interaction have been an impetus for the corporate restructuring into the mutual holding company form which will provide additional operating flexibility in the future from a capital and structural standpoint.
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.4 |
Accordingly, a key component of the Banks business plan is to complete a mutual-to-stock conversion offering. The Banks strengthened capital position will increase operating flexibility and facilitate implementation of planned growth strategies. Additionally, in the near term, the stock conversion offering will serve to substantially increase regulatory capital and liquidity. Colonials higher capital position resulting from the infusion of stock proceeds will also serve to reduce interest rate risk, particularly through enhancing the Banks 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 Colonials funding costs. Colonials strengthened capital position will also position the Bank to pursue expansion opportunities. Such expansion could potentially include acquiring another financial institution or acquiring additional branch offices to gain a market presence in nearby markets that are complementary to the Banks existing branch network. At this time, the Bank has no specific plans for expansion through acquisitions.
The projected uses of proceeds are highlighted below.
|
CFSB Bancorp, Inc. The Company is expected to retain 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 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 regular and/or special cash dividends. |
|
Colonial. Approximately 50% of the net stock proceeds will be infused into the Bank in exchange for all of the Banks newly issued stock. Cash proceeds (i.e., net proceeds less deposits withdrawn to fund stock purchases) infused into 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 Banks 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 Colonials operations.
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.5 |
Balance Sheet Trends
Table 1.1 shows the Companys historical balance sheet data for the past five years. From fiscal yearend June 30, 2017 through June 30, 2021, Colonials assets increased at a 3.39% annual rate. Asset growth was largely driven by growth in the cash and investment portfolio as loan growth was less than 1% annually over the last four fiscal years. A summary of Colonials key operating ratios for the past five years is presented in Exhibit I-3.
Colonials loans receivable portfolio has fluctuated in a narrow range from yearend 2017 through June 30, 2021, with the balance increasing modestly through the end of fiscal 2020 while decreasing in the most recent fiscal year as a result of heavy refinancing activity within the loan portfolio. Additionally, the Bank was impacted by comparatively modest loan demand for commercial loans in the COVID-19 pandemic environment. In addition, the loan portfolio composition has remained relatively stable over the last five fiscal years with the portfolio primarily comprised of permanent 1-4 family residential loans which equaled 79.15% of total loans as of the fiscal year ended June 30, 2021. The balance of the loan portfolio was primarily comprised of mortgage loans which have primarily consisted of a mix of multi-family and commercial mortgage loans as well as second mortgage and home equity loans secured by 1-4 family properties. The Bank also holds relatively small balances of consumer non-mortgage loans which totaled $2.1 million, or 1.2% of total loans.
The intent of the Companys investment policy is to provide adequate liquidity and to generate a favorable return within the context of supporting Colonials overall credit and interest rate risk objectives. The Company is still evaluating options for the reinvestment of funds retained by the Company, one of which would be to place the funds on deposit with the Bank. Since yearend 2017, the Companys level of cash and investment securities (inclusive of FHLB stock) ranged from a low of 36.07% of assets at yearend 2018 to a high of 43.70% of assets at yearend 2021, with the recent increase the result of significant deposit growth achieved in the COVID-19 pandemic operating environment coupled with limited loan growth.
As of June 30, 2021, the balance of cash and investments equaled $148.5 million or 43.84% of assets. Municipal and corporate bonds totaling $38.4 million and $38.1 million respectively, comprised the largest components of the investment portfolio and together, equaled 22.6% of the loan portfolio. Mortgage-backed securities totaling $28.0 million (8.3% of assets) were also a significant component of the investment portfolio at June 30, 2021. As of June 30, 2021, investments maintained as held to maturity totaled $105.1 and investments maintained as
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.6 |
Table 1.1
Colonial Federal Savings Bank
Historical Balance Sheet Data
Compounded | ||||||||||||||||||||||||||||||||||||||||||||
As of the Fiscal Year Ended June 30, | Annual | |||||||||||||||||||||||||||||||||||||||||||
2017 | 2018 | 2019 | 2020 | 2021 | Growth 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 |
$ | 296,400 | 100.00 | % | $ | 298,924 | 100.00 | % | $ | 298,924 | 100.00 | % | $ | 308,764 | 100.00 | % | $ | 338,854 | 100.00 | % | 3.40 | % | ||||||||||||||||||||||
Cash and equivalents |
8,668 | 2.92 | % | 7,873 | 2.63 | % | 7,873 | 2.63 | % | 15,790 | 5.11 | % | 40,678 | 12.00 | % | 47.18 | % | |||||||||||||||||||||||||||
Securities available for sale |
1,070 | 0.36 | % | 756 | 0.25 | % | 756 | 0.25 | % | 524 | 0.17 | % | 2,294 | 0.68 | % | 21.00 | % | |||||||||||||||||||||||||||
Securities held to maturity |
104,202 | 35.16 | % | 97,967 | 32.77 | % | 97,967 | 32.77 | % | 98,584 | 31.93 | % | 105,114 | 31.02 | % | 0.22 | % | |||||||||||||||||||||||||||
Federal Home Loan Bank stock |
934 | 0.32 | % | 1,220 | 0.41 | % | 1,220 | 0.41 | % | 879 | 0.28 | % | 453 | 0.13 | % | -16.55 | % | |||||||||||||||||||||||||||
Loans receivable (net) |
168,251 | 56.76 | % | 177,330 | 59.32 | % | 177,330 | 59.32 | % | 179,043 | 57.99 | % | 174,433 | 51.48 | % | 0.91 | % | |||||||||||||||||||||||||||
Fixed assets |
2,836 | 0.96 | % | 3,286 | 1.10 | % | 3,286 | 1.10 | % | 3,096 | 1.00 | % | 3,459 | 1.02 | % | 5.09 | % | |||||||||||||||||||||||||||
BOLI |
8,320 | 2.81 | % | 8,553 | 2.86 | % | 8,553 | 2.86 | % | 8,783 | 2.84 | % | 9,250 | 2.73 | % | 2.68 | % | |||||||||||||||||||||||||||
Other Assets |
2,119 | 0.71 | % | 1,939 | 0.65 | % | 1,939 | 0.65 | % | 2,065 | 0.67 | % | 3,173 | 0.94 | % | 10.62 | % | |||||||||||||||||||||||||||
Deposits |
$ | 245,941 | 82.98 | % | $ | 242,490 | 81.12 | % | $ | 242,490 | 81.12 | % | $ | 251,151 | 81.34 | % | $ | 284,634 | 84.00 | % | 3.72 | % | ||||||||||||||||||||||
FHLB advances |
5,000 | 1.69 | % | 8,774 | 2.94 | % | 8,774 | 2.94 | % | 7,719 | 2.50 | % | 918 | 0.27 | % | -34.54 | % | |||||||||||||||||||||||||||
Other liabilities |
3,828 | 1.29 | % | 4,191 | 1.40 | % | 4,191 | 1.40 | % | 4,476 | 1.45 | % | 4,657 | 1.37 | % | 5.02 | % | |||||||||||||||||||||||||||
Stockholders equity |
$ | 41,631 | 14.05 | % | $ | 43,469 | 14.54 | % | $ | 43,469 | 14.54 | % | $ | 45,418 | 14.71 | % | $ | 48,645 | 14.36 | % | 3.97 | % | ||||||||||||||||||||||
Tangible stockholders equity |
$ | 41,631 | 14.05 | % | $ | 43,469 | 14.54 | % | $ | 43,469 | 14.54 | % | $ | 45,418 | 14.71 | % | $ | 48,645 | 14.36 | % | 3.97 | % | ||||||||||||||||||||||
Net Unrealized Gain/(Loss) on Investment/MBS Available for Sale |
$ | 25 | 0.01 | % | $ | 19 | 0.01 | % | $ | 19 | 0.01 | % | $ | 10 | 0.00 | % | $ | 17 | 0.01 | % | | |||||||||||||||||||||||
Loans/Deposits |
68.41 | % | 73.13 | % | 73.13 | % | 71.29 | % | 61.28 | % | ||||||||||||||||||||||||||||||||||
Offices Open |
4 | 4 | 4 | 4 | 4 |
(1) |
Ratios are as a percent of ending assets. |
Source: Preliminary prospectus; audited financial statements and RP Financial calculations.
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.7 |
available for sale totaled $2.3 million. Investments maintained as available-at June 30, 2021 had a net unrealized gain of $23,000 while held-to-maturity investments had an unrealized gain equal to $2.3 million. Exhibit I-4 provides historical detail of the Banks investment portfolio. As of June 30, 2021, the Bank also held $40.3 million of cash and cash equivalents and $453,000 of FHLB stock.
The Bank also maintains an investment in bank-owned life insurance (BOLI) policies, which cover the lives of certain officers and Trustees of the Bank. The life insurance policies earn tax-exempt income through cash value accumulation and death proceeds. As of June 30, 2021, the cash surrender value of the Banks BOLI equaled $9.3 million.
Since yearend 2017, Colonials funding needs have been addressed through a combination of deposits, borrowings and internal cash flows. From yearend 2017 through June 30, 2021, the Banks deposits increased at a 3.72% annual rate. Deposits as a percent of assets increased from 82.98% at yearend 2017 to 84.00% at June 30, 2021. Deposits growth was sustained throughout the period covered in Table 1.1. Deposit growth trends in recent years reflect that deposit growth has primarily consisted of core deposits and, to a lesser extent, growth certificates of deposit (CDs). Core deposits comprised 60.80% of total deposits at June 30, 2021, versus 60.51% of total deposits at June 30, 2017, which reflects only nominal change.
Borrowings serve as an alternative funding source for the Bank to address funding needs for growth and to support management of deposit costs and interest rate risk. From yearend 2017 through the fiscal year ended June 30, 2021, borrowings were at modest levels peaking at $8.8 million as of June 30, 2018 and 2019, but had diminished to $918,000 or 0.27% of assets as of June 30, 2021. Borrowings currently held by the Bank consist of FHLB advances.
The Banks equity increased at a 3.94% annual rate from yearend 2017 through June 30, 2021, which was largely related to retention of earnings. A stronger rate of equity growth relative to asset growth since yearend 2017 provided for an increase in the Banks equity-to-assets ratio from 14.05% at yearend 2017 to 14.36% at June 30, 2021. Based on the foregoing, the Bank has a very strong capital position even before the proceeds to be realized from the Minority Stock Issuance. The addition of stock proceeds will serve to strengthen the Banks capital position, as well as support growth opportunities. At the same time, the increase in Colonials pro forma capital position will initially depress its ROE.
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.8 |
Income and Expense Trends
Table 1.2 shows the Banks historical income statements for the past five fiscal years through June 30, 2021. The Banks reported earnings have reflected a declining trend over the last five fiscal years notwithstanding the modest balance sheet growth realized over the period. In this regard, net income has declined from $2.0 million or 0.69% of average assets during 2017 to a low of $1.4 million or 0.42% of average assets in fiscal 2021.
Net interest income and operating expenses represent the primary components of the Banks recurring earnings, while non-operating income has been a limited contributor to the Banks earnings. Loan loss provisions have had a modest impact on the Banks earnings over the past five years. Non-operating gains and losses generally have been negligible and thus, Colonials operations are primarily reliant on core operations. In view of the traditional thrift business model employed by Colonial, earnings are driven the difference between net interest income and operating expenses. The declining earnings trend, notwithstanding asset growth realized over the last five fiscal years, reflects the impact of low interest rates and loan portfolio shrinkage, both of which have contributed to declining asset yields and spread compression.
During the period covered in Table 1.2, the Banks net interest income to average assets ratio has diminished from a fiscal year end peak level of $8.1 million or 2.73 percent of average assets to only $7.4 million, or 2.16% of average assets as of the 2021 fiscal year end. The downward trend in the Banks net interest income ratio since 2017 has been primarily due to two factors as follows: (1) limited growth in the loan portfolio which has limited the Banks yield potential and in recent periods; and (2) historically low interest rates have resulted in the loan portfolio repricing downward faster than funding costs (which are at near zero rates).
The impact of spread compression is revealed in the yield/cost data shown in Exhibit I-5, which shows that Colonials spreads decreased from 2.28% in fiscal 2020, to 2.15% in fiscal 2021. Moreover, during this period, the Banks average yield on interest-earnings assets diminished by 44 basis points whereas the cost of funds declined by 32 basis points over the corresponding timeframe.
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.9 |
Table 1.2
Colonial Federal Savings Bank
Historical Income Statements
For the Fiscal Year Ended June 30, | ||||||||||||||||||||||||||||||||||||||||
2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||||||||||
Amount | Pct(1) | Amount | Pct(1) | Amount | Pct(1) | Amount | Pct(1) | Amount | Pct(1) | |||||||||||||||||||||||||||||||
($000) | (%) | ($000) | (%) | ($000) | (%) | ($000) | (%) | ($000) | (%) | |||||||||||||||||||||||||||||||
Interest Income |
$ | 9,197 | 3.13 | % | $ | 9,758 | 3.28 | % | $ | 9,972 | 3.34 | % | $ | 10,370 | 3.31 | % | $ | 9,482 | 2.86 | % | ||||||||||||||||||||
Interest Expense |
(1,448 | ) | -0.49 | % | (1,645 | ) | -0.55 | % | (2,049 | ) | -0.69 | % | (2,715 | ) | -0.87 | % | (2,076 | ) | -0.63 | % | ||||||||||||||||||||
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Net Interest Income |
$ | 7,749 | 2.64 | % | $ | 8,113 | 2.73 | % | $ | 7,923 | 2.65 | % | $ | 7,655 | 2.44 | % | $ | 7,406 | 2.23 | % | ||||||||||||||||||||
Provision for Loan Losses |
(106 | ) | -0.04 | % | (180 | ) | -0.06 | % | (60 | ) | -0.02 | % | (50 | ) | -0.02 | % | (60 | ) | -0.02 | % | ||||||||||||||||||||
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Net Interest Income after Provisions |
$ | 7,643 | 2.60 | % | $ | 7,933 | 2.67 | % | $ | 7,863 | 2.63 | % | $ | 7,605 | 2.43 | % | $ | 7,346 | 2.22 | % | ||||||||||||||||||||
Other Income |
667 | 0.23 | % | 677 | 0.23 | % | 681 | 0.23 | % | 648 | 0.21 | % | 643 | 0.19 | % | |||||||||||||||||||||||||
Operating Expense |
(5,737 | ) | -1.95 | % | (6,061 | ) | -2.04 | % | (6,271 | ) | -2.10 | % | (6,252 | ) | -2.00 | % | (6,351 | ) | -1.92 | % | ||||||||||||||||||||
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Net Operating Income |
$ | 2,573 | 0.88 | % | $ | 2,549 | 0.86 | % | $ | 2,272 | 0.76 | % | $ | 2,001 | 0.64 | % | $ | 1,638 | 0.49 | % | ||||||||||||||||||||
Non-Operating Income/Expense |
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Gain(Loss) on Sale/Impair of Investments |
$ | 0 | 0.00 | % | $ | 0 | 0.00 | % | $ | 0 | 0.00 | % | $ | 0 | 0.00 | % | $ | 0 | 0.00 | % | ||||||||||||||||||||
Income/(Loss) Before Tax |
$ | 2,573 | 0.88 | % | $ | 2,549 | 0.86 | % | $ | 2,272 | 0.76 | % | $ | 2,001 | 0.64 | % | $ | 1,638 | 0.49 | % | ||||||||||||||||||||
Income Tax Provision (Benefit) |
(547 | ) | -0.19 | % | (696 | ) | -0.23 | % | (316 | ) | -0.11 | % | (278 | ) | -0.09 | % | (246 | ) | -0.07 | % | ||||||||||||||||||||
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Net Income (Loss) |
$ | 2,026 | 0.69 | % | $ | 1,853 | 0.62 | % | $ | 1,956 | 0.65 | % | $ | 1,723 | 0.55 | % | $ | 1,392 | 0.42 | % | ||||||||||||||||||||
Expense Coverage Ratio (2) |
135.1 | % | 133.9 | % | 126.3 | % | 122.4 | % | 116.6 | % | ||||||||||||||||||||||||||||||
Efficiency Ratio (3) |
68.2 | % | 69.0 | % | 72.9 | % | 75.3 | % | 78.9 | % | ||||||||||||||||||||||||||||||
Effective Tax Rate Cost (Benefit) |
-21.3 | % | -27.3 | % | -13.9 | % | -13.9 | % | -15.0 | % | ||||||||||||||||||||||||||||||
Return on Equity |
2.28 | % | 2.90 | % | 3.95 | % | 5.47 | % | 3.85 | % |
(1) |
Ratios are as a percent of average assets. |
(2) |
Expense coverage ratio calculated as net interest income before provisions for loan losses divided by operating expenses. |
(3) |
Efficiency ratio calculated as op. exp. divided by the sum of net int. inc. before prov. for loan losses plus other income (excluding net gains). |
Source: Preliminary prospectus; audited financial statements and RP Financial calculations.
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.10 |
Non-interest operating income has historically been a modest contributor to the Banks income statement and averaged 0.21% of average assets for the most recent three fiscal years and equaled only 0.19% of average assets for the fiscal year ended June 30, 2021. Most of this income is gained from deposit account fees and the BOLI investment income. Importantly, the limited fee income is reflective of the traditional thrift business model employed by the Bank where the majority of income is generated through net interest income. Given recent trends with regard to market interest rate levels which have limited the Banks spreads, earnings have diminished as a result.
Operating expenses represent the other major component of the Banks income statement, and as shown in Table 1.2, and reflect the limited cost inherent in Colonials traditional thrift operating strategy. Operating expenses have increased modestly in dollar terms since the end of fiscal 2017, increasing from $5.7 million, or 1.95% of average assets to a level of $6.4 million or 1.92% of average assets in fiscal 2021. Upward pressure will be placed on the Banks expense ratio following the stock offering, due to expenses associated with operating as a publicly-traded company, including expenses related to the stock benefit plans, auditing and legal costs.
Overall, during the past five years, the Banks expense coverage ratios (net interest income divided by operating expenses) declined continuously, from a high of 135.1% in fiscal 2017, to 116.6% in fiscal 2021. Similarly, the Banks efficiency ratio (operating expenses as a percent of the sum of net interest income and other operating income) reflected an adverse trend in core earnings, increasing from 68.2% in fiscal 2017, to 78.9% in fiscal 2021.
During the period covered in Table 1.2, the amount of loan loss provisions established has been very low, as the Banks has experienced favorable asset quality and loan chargeoffs have been minimal. For the twelve months ended June 30, 2021, the Bank reported loan loss provisions of $60,000 or 0.02% of average assets. As of June 30, 2021 the Bank maintained loan loss allowances of $1.7 million, equal to 0.98% of total loans receivable. The Bank does not have any non-accrual, classified or criticized loans as of June 30, 2021. Exhibit I-6 sets forth the Banks loan loss allowance activity for the past two years.
Over the past five years, the Banks effective tax rate ranged from a 12.1% during 2021 to a high of 27.3% during fiscal 2017. The relatively high effective tax rates recorded for 2017 includes a reduction in the value of the Banks deferred tax assets and a corresponding charge to income tax expense of $212,000, as the result of the reduction in the Banks federal marginal
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.11 |
tax rate from 34% to 21%. The Banks marginal effective federal tax rate is 21% while corporate earnings are taxed at an effective rate of 9%, with exception of income in the securities corporation which is taxed at a lower rate of 1.32%, both of which are deductible expenses for federal income tax purposes. For purposes of estimating the pro forma impact of the conversion offering, we have assumed a 25.08% effective rate consistent with the prospectus disclosure.
Interest Rate Risk Management
Colonials balance sheet is asset-sensitive in the shorter-term and, thus, the net interest margin will typically be favorably affected during periods of rising and higher interest rates. Colonial measures its interest rate risk exposure by use of the economic value of equity (EVE) methodology, which provides an analysis of estimated changes in the Banks EVE under the assumed instantaneous changes in the U.S. treasury yield curve. Utilizing figures as of June 30, 2021, based on a 2.0% instantaneous and sustained increase in interest rates, the EVE model indicates that the Banks EVE would decrease by 11.4% (see Exhibit I-7).
The Bank pursues strategies to manage interest rate risk, particularly with respect to seeking to limit the repricing mismatch between interest rate sensitive assets and liabilities. The Bank manages interest rate risk from the asset side of the balance sheet through diversifying into other types of lending beyond 1-4 family permanent fixed rate mortgage loans such as originating commercial real estate, commercial business and construction/land loans, all of which have shorter terms to repricing or maturity and carry higher interest rates. On the liability side of the balance sheet, management of interest rate risk has been pursued through attempting to retain the balance of deposits in lower cost and less interest rate sensitive transaction and savings accounts and attempting to lengthen the term-to-maturity of the CD portfolio. The Bank has also lengthened the term-to-maturity of the borrowings portfolio, to the extent possible. Core deposits, which consist of transaction and savings accounts, comprised 60.8% of the Banks deposits at June 30, 2021. As of June 30, 2021, of the Banks total loans due after June 30, 2022, ARM loans comprised 21.4% of those loans (see Exhibit I-8). In addition, the Bank maintains a notable balance of cash and cash equivalents, which provide for short-term to maturity funds on the balance sheet. Finally, the Bank maintains an equity position of over 14% of assets on a pre-offering basis, representing interest-free funds that can be used to fund earning assets. The infusion of stock proceeds will serve to further limit the Banks interest rate risk exposure, as most of the net proceeds will be redeployed into interest-earning assets and the increase in the Banks equity will lessen the proportion of interest rate sensitive liabilities funding assets.
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.12 |
There are numerous limitations inherent in interest rate risk analyses such as the credit risk of Banks loans pursuant to changing interest rates. Additionally, such analyses do not measure the impact of changing spread relationships, as interest rates among various asset and liability accounts rarely move in tandem, as the shape of the yield curve for various types of assets and liabilities is constantly changing in response to investor perceptions and economic events and circumstances.
Lending Activities and Strategy
Colonial operates two principal lending activities: (1) the origination of 1-4 family residential first and second position mortgage loans, with the first position fixed rate loans mostly sold in the secondary market; and, (2) commercial real estate/multifamily/commercial and industrial/construction lending as part of a commercial lending focus. The overall lending strategy is to diversify its overall loan portfolio, shorten the term-to-maturity or repricing, and increase the overall yield earned on loans. Details of the Banks loan portfolio composition are shown in Exhibit I-9, while Exhibit I-10 provides details of the Banks loan portfolio by contractual maturity date.
Residential Real Estate Lending
Colonials historical lending focus has been the origination of first position 1-4 family residential real estate loans. As of June 30, 2021, residential first and second position mortgage loans equaled $139.7 million, or 79.2% of total loans. The majority of the residential mortgage portfolio is fixed rate as adjustable loans totaled only $9.5 million or 6.8% of total residential loans. As shown in Exhibit I-9, the balance of residential mortgage loans has decreased since June 30, 2020, as low interest rates have provided the impetus for mortgage borrowers to refinance, often with other lenders including mortgage bankers and brokers.
Colonials first mortgage loans are generally underwritten to Fannie Mae or Freddie Mac origination guidelines and thus are deemed to be conforming loans with terms of 10 to 30 years. Most of the 1-4 family mortgage loans are secured by residences in the Colonials market, along with contiguous areas in eastern Massachusetts. Loan-to-value ratios (LTV) of mortgage loans are generally limited to an 80% LTV, whichever is lower, or up to 100% if the loans carry private mortgage insurance. Adjustable rate loans have an initial fixed interest rate period of one, three or five years, followed by annual adjustments to the interest rate, with a 2% period cap on changes in interest rates and a 6% lifetime interest rate cap. Colonial does not offer interest
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.13 |
only negative amortization, subprime or Alt-A loans, which have higher risk underwriting characteristics.
Second Mortgage and Home Equity Loans
As an adjunct to residential lending, the Bank also has a small portfolio of second mortgages and home equity lines of credit which totaled $2.5 million, or 1.4% of the Banks loan portfolio as of June 30, 2021. Second mortgages loans and home equity lines of credit are multi-purpose loans used to finance various home or personal needs, where a one- to four-family primary or secondary residence serves as collateral. Colonial generally originates home equity lines of credit on owner-occupied properties with adjustable rates of interest based on the Prime Rate plus a margin. The Bank generally originates home equity lines of credit with a maximum loan-to-value ratio of 80% (including the value of the underlying mortgage loan) and with terms of up to 20 years.
Commercial Real Estate/Multi-Family Lending
As of June 30, 2021, commercial real estate/multi-family loans totaled $32.2 million, or 18.3% of the total loan portfolio, which reflects a reduction from the aggregate balance of $36.6 million as of the prior fiscal year end. Overall, the relative proportion of commercial and multi-family loans to total loans has remained relatively stable over the last five fiscal years.
Commercial real estate loans (CRE) totaled $16.4 million as of June 30, 2021. The Banks commercial real estate loans are generally secured by office and industrial buildings, warehouses, small retail facilities and restaurants within its markets and are most typically originated with adjustable interest rates. Multi-family loans, which totaled $15.9 million as of June 30, 2021, are typically secured by properties consisting of five or more rental units, with the properties within the lending primary market area.
Commercial real estate loans originated by the Bank are primarily adjustable rate as adjustable rate loans totaled $13.1 million, or 79.8% of commercial real estate loans had adjustable rates as of June 30, 2021. Interest rates on adjustable-rate commercial real estate loans adjust and generally are fixed for the first five years of the loan and adjust annually thereafter based on the U.S. Treasury one-year constant maturity rate, plus a margin.
Multi-family real estate loans are generally secured by properties consisting of five or more rental units in eastern Massachusetts. The Bank offers multi-family real estate loans with terms of up to 30 years and emphasizes adjustable rate loans which totaled $13.6 million,
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.14 |
or 85.9% of multi-family real estate loans as of June 30, 2021. Interest rates on adjustable-rate multi-family real estate loans adjust and the interest rate is generally indexed to the one-year U.S. Treasury constant maturity rate, plus a margin.
Commercial and multi-family mortgage loans are generally priced at a higher rate of interest, have larger balances and involve a greater risk profile than 1-4 residential mortgage loans. In addition, the payments on commercial and multi-family mortgage loans are dependent on successful operations and management of the property. When originating income producing property loans, the Bank evaluates the qualifications and financial condition of the borrower, as well as the value and condition of the property securing the loan. The Bank will also generally require and obtain personal guarantees from the principals.
Consumer Lending (including HELOCs)
To a minor extent, Colonial originates personal consumer loans to individuals who reside or work in the Banks market area, including loans secured by home equity lines of credit and personal consumer loans. As of June 30, 2021, personal consumer loans totaled $0.6 million and consisted mostly of new and used automobile loans, and loans secured by CDs. The Bank offers such loans as a convenience to customers and does not emphasize such loans. These loans help to expand and create stronger customer relationships and opportunities for cross-marketing. Consumer loans have greater risk compared to mortgage loans, due to their dependence on the borrowers continuing financial stability.
At June 30, 2021, home equity lines of credit totaled $1.6 million in outstanding balances. The underwriting standards utilized for home equity lines of credit include a determination of the applicants credit history, an assessment of the applicants ability to meet existing obligations and payments on the proposed loan and the value of the collateral securing the loan. Home equity lines of credit are offered with a loan-to-value ratio up to 80%. Colonials home equity lines of credit are generally 10-year balloon loans. The Banks home equity lines of credit have adjustable rates of interest which are indexed to the prime rate of interest.
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.15 |
Loan Originations, Purchases and Sales
All lending activities are conducted by bank personnel located at the office locations, underwritten pursuant to bank policies and procedures. Loan sources typically include loan officers, marketing efforts, the existing customer base, walk-in customers and referrals from real estate brokers, builders and attorneys. The Bank generally originates loans for portfolio and has not sold loans over the last several fiscal years.
Colonial has also periodically purchased participation loans from other financial institutions in the market area, primarily within the state of Massachusetts. Such loans are underwritten according to the Banks underwriting criteria and procedures. At June 30, 2021, the outstanding balances of loan participations totaled $2.6 million or 2.1% of the loan portfolio, which consisted of five borrower relationships secured by commercial and multi-family mortgage loans
Asset Quality
Historically, the Companys credit quality measures have implied relatively limited credit risk exposure, given the focus on 1-4 family permanent mortgage loans and conservative loan underwriting practices. Further, most loans are secured by property in the local market area. As of the end of the last two fiscal years, Colonial has had a zero level of non-performing assets (NPAs) (see Exhibit I-11 for details with respect to the Companys asset quality). Balances of OREO have been minimal, and there have been zero balances of accruing troubled debt restructured loans.
Colonial maintains allowances for loan and lease losses (ALLL) to recognize probable losses associated with the loan portfolio. For the year ended June 30, 2021, the ratio of allowances to total loans equaled 0.98%. Given the lack of NPAs, the reserve coverage ratios are not meaningful (See Exhibit I-6 for details with respect to the Banks valuation allowances and loan charge-offs).
The overall level of NPAs remains low and loan charge-offs have been limited, reflective of Colonials conservative lending operations. The Banks management reviews and classifies loans on a monthly basis and establishes loan loss provisions based on the overall quality, size, and composition of the loan portfolio, as well as other factors such as historical loss experience, industry trends, and local real estate market and economic conditions
RP® Financial, LC. |
OVERVIEW AND FINANCIAL ANALYSIS I.16 |
Funding Composition and Strategy
Colonial has traditionally utilized both deposits and borrowings as funding sources. At June 30, 2021, deposits equaled $284.6 million. Exhibit I-12 sets forth the Banks deposit composition since June 30, 2020 and Exhibit I-13 provides the maturity composition of the certificate of deposit (CD) portfolio at June 30, 2021 for all CDs. CDs constitute the largest portion of the Banks deposit base, totaling 39.2% of deposits at June 30, 2021 versus 47.1% of deposits as of June 30, 2020. Checking and savings accounts equaled $173.1 million, or 60.8% of total deposits as of June 30, 2021, versus $146.7 million, or 52.9% of total deposits at June 30, 2020.
Colonial has historically utilized borrowed funds as a funding source, and such borrowings totaled only $918,000 as of June 30, 2021 with the funds used to support short term funding and liquidity objectives.
Subsidiary Activities
Colonial has one subsidiary, Beach Street Securities Corporation, which was incorporated in Massachusetts in 1997 to buy, sell and hold investments for its own account. Upon completion of the reorganization, Colonial will become the wholly-owned subsidiary of CFSB Bancorp, Inc.
RP Financial, LC. |
OPERATING ENVIRONMENT AND MARKET AREA Page II.1 |
II. OPERATING ENVIRONMENT AND MARKET AREA
Introduction
Colonial conducts operations out of a main office and corporate headquarters in Quincy, Massachusetts, and three full services branch offices in Quincy, Weymouth and Holbrook, Massachusetts. All of the Banks facilities are located in Norfolk County, which is located directly south of the city of Boston, Massachusetts. The county includes twenty-eight eastern Massachusetts communities, all of which are residential suburbs of Boston. Norfolk County is also the wealthiest county in Massachusetts, indicative of a strong economy relative to other nearby areas.
The Bank focuses on providing personal service while meeting the needs of its retail and business customer base, emphasizes personalized banking services to retail customers and offers a broad array of deposit services including demand deposits, regular savings accounts, money market deposits, certificates of deposit and individual retirement accounts. Lending operations are focused on real estate secured lending, including residential mortgage lending/mortgage banking and real estate secured commercial lending.
Future business and growth opportunities will be partially influenced by economic and demographic characteristics of the regional markets, particularly the future growth and stability of the regional economy, and the nature and intensity of the competitive environment for financial institutions. These factors outlined herein have been considered in the analysis of the Banks pro forma market value.
Primary Market Area Overview
The primary market area for business operations is the eastern portion of the Commonwealth of Massachusetts, which includes the Boston metropolitan statistical area (the Boston MSA). To a much lesser extent, the Bank conducts business (primarily lending) in contiguous areas. Eastern Massachusetts is a relatively well-developed area settled in the early part of the countrys history that has a wide range of new and old housing and commercial building stock. Geographically, the market area covers a small area, and thus the Banks current branch office network provides access to a material portion of the statewide population base. Such operations are essentially limited to the southern portion of the Boston MSA (the region containing all of the Banks offices) and the southeastern region of Massachusetts.
RP Financial, LC. |
OPERATING ENVIRONMENT AND MARKET AREA Page II.2 |
The market area served by the Company, characterized primarily as the Boston MSA, has a highly developed and diverse economy, with the regions many colleges and universities serving to attract industries in need of a highly skilled and educated workforce. Healthcare, high-tech and financial services companies constitute major sources of employment in the regional market area, as well as the colleges and universities that populate the Boston MSA. Tourism also is a prominent component of market areas economy, as Boston annually ranks as one of the nations top tourist destinations.
Colonial holds a small market share of deposits in the primary market area, given its asset size, number and size of competitors and the overall population base, and thus has potential for additional growth. Similar to other areas of the country, Colonial operates in a competitive environment and competes with a number of national, regional and locally-based financial institutions. In addition, the Bank faces competition from mortgage banking companies, consumer finance companies, investment houses, mutual funds, insurance companies and other financial intermediaries. Competitive factors have intensified with the growth of electronic delivery systems.
Market Area Demographics
As shown in Table 2.1, Norfolk County, where all of the Banks branches are located, reported a population of 711,000 as of 2021, has increased over the last five years at a 0.5% annual rate and is projected to continue to increase at the same rate over the next six years. The Boston MSAs population size reached 4.9 million in 2021, also increasing at a 0.5% annual rate over the past five years. These growth rates are in line with recent and expected statewide and national population growth rates. This represents a favorable statistic for financial institutions such as Colonial, as the demand for personal financial services may likely improve in the near term future. Additional detail regarding the demographic trends of the local market has been included in Table 2.1.
Similar to the population trends noted above, the number of households also recorded an increase in Norfolk County from 2016 to 2021, with the growth rate of 0.4% while Boston MSAs household growth rate was slightly higher at 0.5%, reflecting a nationwide trend towards smaller household sizes. Households are also projected to increase at the same rate over the next five years. Norfolk Countys historical and projected changes in households were also similar to the levels reported by the state of Massachusetts and the United States. The population base in Norfolk County is also somewhat older than Massachusetts and the nation, as Norfolk County
RP Financial, LC. |
OPERATING ENVIRONMENT AND MARKET AREA Page II.3 |
reported a slightly lower proportion of residents between the ages of 0 and 34, and a higher proportion of residents above 34 years of age, as compared to state and nationwide aggregates.
Reflecting the above mentioned high levels of personal income, Norfolk Countys median household income was notably higher than both the statewide and nationwide averages. Similarly, per capita income levels were highest in Norfolk County, indicative of the more urban nature of the county as well as the wealth of the market. Median household income in Norfolk County equaled $108,468 in 2021, while the states median income was $87,126. Projected increases in median household income and per capita income for Norfolk County approximate the projected rates for the state and nation over the next five years, indicating a continuation of a high level of financial strength to the area. As for the Boston metropolitan area, per capita income levels reached $55,237, higher than both statewide and nationwide income levels, yet still below Norfolk County equal to $60,544. Household income distribution figures presented in Table 2.1 support these higher income statistics, as Norfolk County maintained a significantly higher percentage of households with income higher than $100,000. For example, 53.4% of the residents of Norfolk County reported incomes in excess of $100,000, versus 44.1% for the Commonwealth of Massachusetts and 32.7% for the nation.
RP Financial, LC. |
OPERATING ENVIRONMENT AND MARKET AREA Page II.4 |
Table 2.1
Colonial FSB
Summary Demographic Data
Year | Growth Rate | |||||||||||||||||||
2016 | 2021 | 2026 | 2016-2021 | 2021-2026 | ||||||||||||||||
(%) | (%) | |||||||||||||||||||
Population (000) |
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USA |
322,431 | 330,946 | 340,574 | 0.5 | % | 0.6 | % | |||||||||||||
Massachusetts |
6,810 | 6,928 | 7,085 | 0.3 | % | 0.4 | % | |||||||||||||
Boston-Cambridge-Newton, MA-NH |
4,790 | 4,908 | 5,042 | 0.5 | % | 0.5 | % | |||||||||||||
Norfolk, MA |
699 | 711 | 729 | 0.4 | % | 0.5 | % | |||||||||||||
Households (000) |
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USA |
122,265 | 125,733 | 129,596 | 0.6 | % | 0.6 | % | |||||||||||||
Massachusetts |
2,661 | 2,721 | 2,792 | 0.4 | % | 0.5 | % | |||||||||||||
Boston-Cambridge-Newton, MA-NH |
1,864 | 1,920 | 1,980 | 0.6 | % | 0.6 | % | |||||||||||||
Norfolk, MA |
269 | 275 | 283 | 0.4 | % | 0.5 | % | |||||||||||||
Median Household Income ($) |
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USA |
55,551 | 67,761 | 73,868 | 4.1 | % | 1.7 | % | |||||||||||||
Massachusetts |
69,807 | 87,126 | 96,373 | 4.5 | % | 2.0 | % | |||||||||||||
Boston-Cambridge-Newton, MA-NH |
76,046 | 96,785 | 107,822 | 4.9 | % | 2.2 | % | |||||||||||||
Norfolk, MA |
88,926 | 108,468 | 118,393 | 4.1 | % | 1.8 | % | |||||||||||||
Per Capita Income ($) |
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USA |
30,002 | 37,689 | 41,788 | 4.7 | % | 2.1 | % | |||||||||||||
Massachusetts |
38,791 | 50,520 | 56,238 | 5.4 | % | 2.2 | % | |||||||||||||
Boston-Cambridge-Newton, MA-NH |
42,009 | 55,237 | 61,516 | 5.6 | % | 2.2 | % | |||||||||||||
Norfolk, MA |
47,509 | 60,544 | 65,959 | 5.0 | % | 1.7 | % | |||||||||||||
2021 Age Distribution (%) |
0-14 Yrs. | 15-34 Yrs. | 35-54 Yrs. | 55-69 Yrs. | 70+ Yrs. | |||||||||||||||
USA |
18.3 | 26.8 | 25.1 | 18.4 | 11.4 | |||||||||||||||
Massachusetts |
16.0 | 27.0 | 25.5 | 19.6 | 11.9 | |||||||||||||||
Boston-Cambridge-Newton, MA-NH |
16.1 | 27.4 | 26.0 | 19.1 | 11.3 | |||||||||||||||
Norfolk, MA |
16.7 | 25.1 | 26.1 | 20.0 | 12.1 |
2021 HH Income Dist. (%) |
Less Than
25,000 |
$25,000 to
50,000 |
$50,000 to
100,000 |
$100,000+ | ||||||||||||
USA |
18.0 | 20.3 | 29.0 | 32.7 | ||||||||||||
Massachusetts |
15.6 | 15.3 | 25.0 | 44.1 | ||||||||||||
Boston-Cambridge-Newton, MA-NH |
14.2 | 13.4 | 23.8 | 48.6 | ||||||||||||
Norfolk, MA |
11.2 | 12.0 | 23.5 | 53.4 |
Source: |
S&P Global Market Intelligence. |
RP Financial, LC. |
OPERATING ENVIRONMENT AND MARKET AREA Page II.5 |
Primary Market Area Employment Sectors
Table 2.2 provides an overview of employment by economic sector for the Commonwealth of Massachusetts, the Boston Metropolitan Area and Norfolk County. As shown, Massachusetts, the Boston MSA and Norfolk County reported the largest proportions of employment in services, education and healthcare, finance and wholesale/retail trade, indicative of a relatively diversified employment base. Overall, the distribution of employment exhibited in the primary market area is indicative of a diverse economic environment, and the employment base is thus not deemed to be overly dependent on a single economic sector.
Table 2.2
Colonial FSB
Primary Market Area Employment Sectors
(Percent of Labor Force)
Employment Sector |
Massachusetts |
Boston-Cambridge-
Newton, MA-NH |
Norfolk, MA | |||||||||
(%) | ||||||||||||
Services |
26.6 | % | 28.1 | % | 27.9 | % | ||||||
Education,Healthcare, Soc. Serv. |
28.3 | % | 27.4 | % | 28.3 | % | ||||||
Government |
1.8 | % | 1.9 | % | 2.1 | % | ||||||
Wholesale/Retail Trade |
10.9 | % | 10.6 | % | 8.1 | % | ||||||
Finance/Insurance/Real Estate |
15.7 | % | 15.8 | % | 17.3 | % | ||||||
Manufacturing |
4.6 | % | 4.6 | % | 4.6 | % | ||||||
Construction |
5.6 | % | 5.3 | % | 5.5 | % | ||||||
Information |
2.2 | % | 2.5 | % | 2.5 | % | ||||||
Transportation/Utility |
3.9 | % | 3.6 | % | 3.6 | % | ||||||
Agriculture |
0.4 | % | 0.3 | % | 0.2 | % | ||||||
|
|
|
|
|
|
|||||||
100.0 | % | 100 | % | 100 | % |
Source: S&P Global Market Intelligence
Major Market Area Employers
Table 2.3 below presents a list of the major private employers in the Boston MSA. In addition, the Federal, state and local governments As shown, the specific companies include various economic sectors such as health care, education, services, retail and technology. These economic sectors generally contain higher-income jobs that provide support for the local economy.
RP Financial, LC. |
OPERATING ENVIRONMENT AND MARKET AREA Page II.6 |
Table 2.3
Colonial Federal Savings Bank
Largest Private Employers in the Boston Metropolitan Area
Rank |
Employer |
City |
Number of
Employees |
|||||
1 |
Massachusetts General Hospital |
Boston |
16,999 | |||||
2 |
Brigham & Womens Hospital |
Boston |
13,303 | |||||
3 |
Dan Farber Cancer Institute |
Boston |
10,000 | |||||
4 |
Raytheon Systems Intl Co |
Andover |
10,000 | |||||
5 |
U Mass System Admin Ofc |
Worcester |
10,000 | |||||
6 |
Coldwell Banker Realty |
Lexington |
8,200 | |||||
7 |
Boston Childrens Hospital |
Boston |
8,000 | |||||
8 |
Beth Israel Deaconess Med Ctr |
Boston |
7,743 | |||||
9 |
Umass Memorial Medical Ctr |
Worcester |
7,033 | |||||
10 |
Staples Inc |
Framingham |
6,600 | |||||
11 |
Massachusetts Bay Trnsprtn |
Boston |
6,001 | |||||
12 |
Mass General For Child |
Salem |
5,800 | |||||
13 |
Lahey Hospital & Medical Ctr |
Burlington |
5,787 | |||||
14 |
Boston Medical Ctr Corp |
Boston |
5,335 | |||||
15 |
Boston University Sch-Medicine |
Boston |
5,000 | |||||
16 |
Dell EMC Corp |
Hopkinton |
5,000 | |||||
17 |
Floating Hospital For Children |
Boston |
5,000 | |||||
18 |
Southcoast Wound Care Ctr |
Fall River |
4,134 | |||||
19 |
Dana-Farber Cancer Institute |
Boston |
4,098 | |||||
20 |
Cape Cod Healthcare Inc |
Hyannis |
4,000 | |||||
21 |
GE Aviation |
Lynn |
4,000 | |||||
22 |
Massachusetts Institute-Tech |
Lexington |
4,000 | |||||
23 |
Sensata Technologies Inc |
Attleboro |
4,000 | |||||
24 |
Medical Information Tech Inc |
Westwood |
3,700 | |||||
25 |
Mit Lincoln Laboratory |
Lexington |
3,535 | |||||
26 |
Tufts Medical Ctr |
Boston |
3,527 | |||||
27 |
State Street Corp |
Boston |
3,500 | |||||
28 |
Cambridge Health Alliance |
Cambridge |
3,296 | |||||
29 |
Boston Police Dept |
Boston |
3,000 | |||||
30 |
Boston University Gotlieb |
Boston |
3,000 | |||||
31 |
Genesis Hr Solutions |
Burlington |
3,000 | |||||
32 |
Houghton Mifflin Harcourt Co |
Boston |
3,000 | |||||
33 |
Jamaica Plain VA Medical Ctr |
Jamaica Plain |
3,000 | |||||
34 |
Kronos Inc |
Lowell |
3,000 | |||||
35 |
Smith & Nephew |
Andover |
3,000 | |||||
36 |
Tufts Associated Health Plans |
Watertown |
3,000 | |||||
37 |
USPS |
Boston |
2,800 | |||||
38 |
Depuy Inc |
Raynham |
2,600 | |||||
39 |
North Reading School District |
North Reading |
2,600 | |||||
40 |
Bose Corp |
Framingham |
2,500 |
Source: www.careerinfonet.org
RP Financial, LC. |
OPERATING ENVIRONMENT AND MARKET AREA Page II.7 |
Market Area Unemployment Data
Comparative unemployment rates for Boston MSA and Norfolk County as well as for the U.S. and the Commonwealth of Massachusetts are shown in Table 2.4. The unemployment data reveals that the respective June 2021 unemployment rates for Norfolk County and Massachusetts of 4.9% and 5.4% were lower than the U.S. unemployment rate of 6.1%, indicating a somewhat more favorable economic environment. Moreover, all geographic areas showed marked improvement over the last year which where the impact of the pandemic caused unemployment to surge on a temporary basis. At the same time, the reduction in unemployment rates while not at pre-pandemic levels has been relatively favorable.
Table 2.4
Colonial FSB
Unemployment Trends
Unemployment Rate | Net | |||||||||||
Region |
June 2020 | June 2021 | Change | |||||||||
USA |
11.2 | % | 6.1 | % | -5.1 | % | ||||||
Massachusetts |
14.8 | % | 5.4 | % | -9.4 | % | ||||||
Boston-Cambridge-Newton, MA-NH |
14.2 | % | 5.0 | % | -9.2 | % | ||||||
Norfolk, MA |
14.2 | % | 4.9 | % | -9.3 | % |
Source: S&P Global Market Intelligence
Deposit Trends and Competition
The competitive environment for financial institution products and services on a national, regional and local level can be expected to become even more competitive in the future. Consolidation in the banking industry provides economies of scale to the larger institutions, while the increased presence of investment options provides consumers with attractive investment alternatives to financial institutions.
Table 2.5 displays deposit market trends and deposit market share, respectively, for commercial banks and savings institutions for the Commonwealth of Massachusetts and the Banks market area of Norfolk County and Boston MSA from June 30, 2015 to June 30, 2020. Deposit growth trends are important indicators of a market areas current and future prospects for growth. Massachusettss financial institution deposits increased at an annualized rate of 6.1% over the five year time period shown in Table 2.5, with commercial banks increasing deposits at
RP Financial, LC. |
OPERATING ENVIRONMENT AND MARKET AREA Page II.8 |
an annual rate of 6.1%, while savings and loan associations recorded an annual decline of 5.7. Commercial banks dominate the deposit market in Massachusetts, and as of June 30, 2021, commercial banks held a market share of 82.2% of total bank and thrift deposits.
Within Norfolk County, the table indicates that total deposits from 2015 to 2020 increased at an annual rate of 7.2%, a modest faster growth rate than the state as a whole. The specific data indicated that most competitors in the county experienced increases in deposits over the five year period, indicating a level of strength to the general economic, demographic and banking environment. Colonial recorded an increase in deposits at an annual rate of 3.7%, while savings institutions overall recorded an annualized increase of 2.1% in the same time period. As of June 30, 2021, the Banks deposit market share of total Norfolk County deposits was 0.8%, a decline from 1.0% as of June 30, 2015.
Colonials deposit market share figure is representative of the overall size of the deposit base in Norfolk County (within Boston MSA), and the Banks overall size. While future deposit gains and market share gains may be likely given the low current market share, the competitive environment has proven to be significant. The Banks ability to raise deposits is also impacted by the number of office locations and its relative equity position. As of June 30, 2020, there were 43 banks and thrifts operating within Norfolk County.
Table 2.5
Colonial FSB
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) | (%) | |||||||||||||||||||||||||||
Massachusetts |
$ | 371,439,000 | 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 | % | ||||||||||||||||||
Boston-Cambridge-Newton, MA-NH |
$ | 328,769,848 | 100.0 | % | 1,516 | $ | 439,183,225 | 100.0 | % | 1,512 | 6.0 | % | ||||||||||||||||
Commercial Banks |
$ | 293,706,926 | 89.3 | % | 1,131 | $ | 391,731,915 | 89.2 | % | 1,124 | 5.9 | % | ||||||||||||||||
Savings Institutions |
$ | 35,062,922 | 10.7 | % | 385 | $ | 47,451,310 | 10.8 | % | 388 | 6.2 | % | ||||||||||||||||
Colonial FSB |
233,122 | 0.1 | % | 4 | 279,123 | 0.1 | % | 4 | 3.7 | % | ||||||||||||||||||
Norfolk County |
$ | 23,348,000 | 100.0 | % | 245 | $ | 33,064,000 | 100.0 | % | 248 | 7.2 | % | ||||||||||||||||
Commercial Banks |
14,106,000 | 60.4 | % | 143 | 22,818,000 | 69.0 | % | 148 | 10.1 | % | ||||||||||||||||||
Savings Institutions |
9,241,000 | 39.6 | % | 102 | 10,247,000 | 31.0 | % | 90 | 2.1 | % | ||||||||||||||||||
Colonial FSB |
233,122 | 1.0 | % | 4 | 279,123 | 0.8 | % | 4 | 3.7 | % |
Source: FDIC.
RP Financial, LC. |
OPERATING ENVIRONMENT AND MARKET AREA Page II.9 |
Competition
The Bank faces notable competition in both deposit gathering and lending activities, including direct competition with several financial institutions that primarily have a local or regional presence. Securities firms, credit unions, and mutual funds also represent major sources of competition in raising deposits. In many cases, these competitors are also seeking to provide some or all of the community-oriented services as Colonial. With regard to lending competition, the Bank encounters the most significant competition from the same institutions providing deposit services. In addition, the Bank competes with mortgage companies, independent mortgage brokers, and credit unions in originating mortgage loans. Some of Colonials largest competitors include Bank of America, Citizens Financial Group, Banco Santander and Independent Bank. Competitive pressures will also likely continue to build as the financial services industry continues to consolidate and as non-bank financial services providers continue to proliferate. Table 2.6 lists the Banks largest competitors in the market area counties, based on deposit market share as noted parenthetically.
Table 2.6
Colonial FSB
Market Area Deposit Competitors - As of June 30, 2020
Location |
Name |
Market
Share |
Rank |
|||||
(%) | ||||||||
Boston-Cambridge-Newton, MA-NH |
Bank of America Corporation (NC) |
30.16 | ||||||
Citizens Financial Group, Inc. (RI) |
16.64 | |||||||
Banco Santander S.A. |
7.15 | |||||||
The Toronto-Dominion Bank |
5.71 | |||||||
Eastern Bankshares Inc. (MA) |
3.67 | |||||||
First Repub Bank (CA) |
3.29 | |||||||
Independent Bank Corp. (MA) |
2.56 | |||||||
Colonial FSB (MA) |
0.09 | 69 of 105 | ||||||
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 S.A. |
5.13 | |||||||
Brookline Bancorp Inc. (MA) |
4.33 | |||||||
1831 Bancorp MHC (MA) |
3.87 | |||||||
Colonial FSB (MA) |
0.84 | 23 of 43 |
Source: S&P Global Market Intelligence.
RP® Financial, LC. |
PEER GROUP ANALYSIS III.1 |
III. PEER GROUP ANALYSIS
This chapter presents an analysis of Colonials operations versus a group of comparable 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 Colonial 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 Colonial, 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 and recent conversions (less than one year), since their pricing ratios are subject to unusual distortion and/or have limited trading history. A recent listing of the universe of all publicly-traded savings institutions is included as Exhibit III-1.
Ideally, the Peer Group, which must have at least 10 members to comply with the regulatory valuation guidelines, should be comprised of publicly-traded MHCs with comparable resources, strategies and financial characteristics as Colonial Bancorp. However, there are currently only twelve publicly-traded MHCs in total, of which two including Cullman Bancorp and PDL Community Bancorp have announced plans for a second step conversion. Accordingly, in deriving a Peer Group comprised of institutions with relatively comparable characteristics as Colonial Bancorp, the companies selected for Colonial Bancorps Peer Group are all fully-converted companies. The valuation adjustments applied in the Chapter IV analysis will take
RP® Financial, LC. |
PEER GROUP ANALYSIS III.2 |
into consideration differences between the Companys MHC form of ownership relative to the fully-converted Peer Group companies. Also included in Chapter IV is a pricing analysis of the publicly-traded MHCs on a fully-converted basis.
From the universe of publicly-traded thrifts, we selected thirteen institutions with characteristics similar to those of CFS Bancorp on a pro forma basis. In the selection process, given the asset size of Colonial, which implies the level of resources and efficiencies of the institution, along with the potential number of shares outstanding and float. The selection criteria used along with the identification of the Peer Group is listed in Table 3.1 and is discussed further below:
|
The Peer Group must operate in the Banks Companys market or in market areas with similar operating and economic environments which we have limited to the New England, Mid-Atlantic and Midwest Regions of the U.S; and |
|
The Peer Group must have total assets of less than $1.3 billion. |
Table 3.1 shows the general characteristics of each of the 12 Peer Group companies and Exhibit III-2 provides summary demographic and deposit market share data for the primary market areas served by each of the Peer Group companies. While there are expectedly some differences between the Peer Group companies and Colonial, we believe that the Peer Group companies, on average, provide a good basis for valuation subject to valuation adjustments. The following sections present a comparison of Colonials financial condition, income and expense trends, loan composition, interest rate risk and credit risk versus the Peer Group as of the most recent publicly available date.
In addition to the selection criteria used to identify the Peer Group companies, a summary description of the key comparable characteristics of each of the Peer Group companies relative to Colonials characteristics is detailed below.
|
CBM Bancorp, Inc. of Maryland. Comparable due to similar interest-earning asset composition including moderate balance of loans. In addition, a reported equity/assets ratio which is very strong in excess of 20% enhances having completed a stock conversion in 2018 which enhances the comparability to the Bank on a pro forma basis. |
RP® Financial, LC. |
PEER GROUP ANALYSIS III.3 |
Table 3.1
Peer Group of Public Savings Institutions
As of June 30, 2021 or the Most Recent Date Available.
As of
August 20, 2021 |
||||||||||||||||||||||||||||
Ticker |
Financial Institution |
Exchange |
Region |
City |
State |
Total
Assets |
Offices |
Fiscal Mth End |
Conv.
Date |
Stock
Price |
Market
Value |
|||||||||||||||||
($Mil) | ($) | ($Mil) | ||||||||||||||||||||||||||
CBMB |
CBM Bancorp, Inc. |
NASDAQCM | MA |
Baltimore |
MD | 250 | 4 | Dec | 9/27/2018 | 14.75 | 48 | |||||||||||||||||
CNNB |
Cincinnati Bancorp, Inc. |
NASDAQCM | MW |
Cincinnati |
OH | 250 | 6 | Dec | 10/14/2015 | 14.10 | 41 | |||||||||||||||||
ESBK |
Elmira Savings Bank |
NASDAQCM | MA |
Elmira |
NY | 649 | 12 | Dec | 3/1/1985 | 13.86 | 49 | |||||||||||||||||
FFBW |
FFBW, Inc. |
NASDAQCM | MW |
Brookfield |
WI | 353 | 6 | Dec | 10/10/2017 | 11.35 | 73 | |||||||||||||||||
GBNY |
Generations Bancorp NY, Inc. |
NASDAQCM | MA |
Seneca Falls |
NY | 380 | 10 | Dec | 7/10/2006 | 10.28 | 25 | |||||||||||||||||
HMNF |
HMN Financial, Inc. |
NASDAQGM | MW |
Rochester |
MN | 981 | 14 | Dec | 6/30/1994 | 22.99 | 103 | |||||||||||||||||
HVBC |
HV Bancorp, Inc. |
NASDAQCM | MA |
Doylestown |
PA | 549 | 7 | Dec | 1/11/2017 | 21.83 | 47 | |||||||||||||||||
IROQ |
IF Bancorp, Inc. |
NASDAQCM | MW |
Watseka |
IL | 745 | (1) | 8 | Jun | 7/7/2011 | 21.67 | 66 | ||||||||||||||||
MSVB |
Mid-Southern Bancorp, Inc. |
NASDAQCM | MW |
Salem |
IN | 249 | 3 | Dec | 4/8/1998 | 15.39 | 44 | |||||||||||||||||
PBIP |
Prudential Bancorp, Inc. |
NASDAQGM | MA |
Philadelphia |
PA | 1,125 | 10 | Sep | 3/29/2005 | 14.10 | 110 | |||||||||||||||||
RNDB |
Randolph Bancorp, Inc. |
NASDAQGM | NE |
Stoughton |
MA | 744 | 5 | Dec | 7/1/2016 | 20.32 | 99 | |||||||||||||||||
WVFC |
WVS Financial Corp. |
NASDAQGM | MA |
Pittsburgh |
PA | 346 | 6 | Jun | 11/29/1993 | 16.23 | 28 |
Source: S&P Global Market Intelligence
(1) |
As of March 31, 2021 or the most recent date available. |
RP® Financial, LC. |
PEER GROUP ANALYSIS III.4 |
|
Cincinnati Bancorp. Of Ohio. Comparable based on its high capital ratio and focus on mortgage lending. At the same Cincinnati Bancorp has strong earnings supported by gains on sale of mortgage loans whereas Colonial is primarily a portfolio lender. |
|
Mid-Southern Bancorp, Inc. of Indiana. Comparable due to similar asset size and size of branch office network, and modest operating returns as a percent of average assets. In addition, the balance of loans is comparatively modest for Mid-Southern Bancorp at less than 50% of assets enhancing the comparability to the Bank. |
|
FFBW, Inc. of Wisconsin Comparable due to similar interest-earning asset composition including moderate balance of loans. In addition, a reported equity/assets ratio which is very strong in excess of 20% enhances having completed a second step stock conversion in 2020 which enhances the comparability to the Bank on a pro forma basis. |
|
Generations Bancorp NY of New York. Generations Bancorp was included in the Peer Group based on its similar assets size and modest earnings level which was at the low end of the Peer Group range and relatively comparable to Colonials earnings. Moreover, Generations Bancorp is primarily a residential mortgage lender based on its recent loan portfolio composition. |
|
HMN Financial, Inc. of Minnesota. HMN Financial was included in the Peer Group based primarily on its location in the Midwest and asset size of less than $1 billion which RP Financial concluded would be evaluated similarly to the Bank on a pro forma basis from a pricing perspective. |
|
HV Bancorp, Inc. of Pennsylvania. Comparable due to similar size of branch office network, and similar ratio of residential mortgage loans as a percent of assets reflecting a similar business model. Additionally, while the level of interest income is comparable, HV Bancorps earnings have been supported by gains on the sale of loans which contrast to the Banks portfolio lending strategy. |
|
IF Bancorp, Inc. of Illinois. In comparison to Colonial, IF Bancorp had a relatively similar asset size and branch network. IF Bancorps focus on mortgage lending including a high proportion of MBS enhances its comparability to the Bank. |
|
Mid-Southern Bancorp, Inc. of Indiana. Mid-Southern Bancorp has the lowest proportion of loans and most significant investment in securities which is highly comparable to the Banks asset composition which also has a low proportion of whole loans. Coupled with a broadly similar funding structure, the balance sheet composition of Colonial compares closely to Mid-Southern Bancorp. |
|
Prudential Bancorp, Inc. of Pennsylvania. Comparable due to similar level of loans as a percent of assets and earnings are comparatively modest reflecting its thin net interest margin. |
|
Randolph Bancorp, Inc. of Massachusetts. This comparable company also operates in markets in and south of Boston in areas making it highly comparable to the Banks market. In addition, Randolph Bancorps loan portfolio is focused on residential mortgages although its focus on loans originated for resale reflects a difference relative to Colonials portfolio lending strategy. |
RP® Financial, LC. |
PEER GROUP ANALYSIS III.5 |
|
WVS Financial Corp. of Pennsylvania. Like Colonial, WVS Financial operates with a low ratio of loans and a more significant investment in securities. As a result, net interest income and overall earnings are comparatively modest and thus, comparable to Colonials earnings profile. |
In aggregate, the Peer Group companies maintained a somewhat higher level of tangible equity as the industry average (12.72% of assets versus 11.70% for all public companies), generated lower earnings as a percent of average assets (0.66% core ROAA versus 0.88% for all public companies), and earned a lower ROE. The Peer Groups average P/TB ratio and average core P/E multiple were lower compared to the respective averages for all publicly-traded fully converted thrifts.
All Fully Converted
Publicly-Traded |
Peer Group | |||||||
Financial Characteristics (Averages) |
||||||||
Assets ($Mil) |
$ | 3,876 | $ | 552 | ||||
Market capitalization ($Mil) |
$ | 524 | $ | 61 | ||||
Tangible equity/assets (%) |
11.47 | % | 14.03 | % | ||||
Core return on average assets (%) |
1.07 | 0.99 | ||||||
Core return on average equity (%) |
8.36 | 8.58 | ||||||
Pricing Ratios (Averages)(1) |
||||||||
Price/earnings (x) |
12.36 | x | 11.58 | x | ||||
Price/tangible book (%) |
123.03 | % | 93.00 | % | ||||
Price/assets (%) |
13.12 | % | 12.30 | % |
(1) |
Based on market prices as of August 20, 2021. |
The following sections present a comparison of Colonials financial condition, income and expense trends, loan composition, interest rate risk and credit risk versus the figures reported by the Peer Group. Figures referenced for the Peer Group are on a median basis unless otherwise noted. The conclusions drawn from the comparative analysis are then factored into the valuation analysis discussed in the final section of the valuation.
RP® Financial, LC. |
PEER GROUP ANALYSIS III.6 |
Financial Condition
Table 3.2 shows comparative balance sheet measures for Colonial and the Peer Group, reflecting the expected similarities and some differences given the selection procedures outlined above. The Banks and Peer Group ratios reflect balances as of June 30, 2021, or the latest date available. Colonials equity-to-assets ratio of 14.36% was higher than the Peer Groups median equity ratio of 11.44%. The Banks pro forma equity position will increase with the addition of stock proceeds, with such ratio extending the advantage above the Peer Groups ratio. Tangible equity-to-assets ratios for the Bank and the Peer Group equaled 14.36% and 11.15%, respectively. The increase in Colonials pro forma equity ratio will be favorable from a risk perspective and in terms of future earnings potential that could be realized through leverage and lower funding costs. At the same time, the Banks higher pro forma equity ratio will depress return on equity. Both Colonials and the Peer Groups equity ratios reflected surpluses with respect to the regulatory capital requirements, with the Banks ratios currently higher than the Peer Groups ratios except for the total capital ratio. On a pro forma basis, the Banks regulatory surpluses will continue to be higher than the Peer Group figures.
The interest-earning asset compositions for the Bank and the Peer Group were similar, with loans constituting the bulk of interest-earning assets for both. The Banks loans-to-assets ratio of 51.48% was lower than the comparable Peer Group ratio of 66.69% based on the median. Comparatively, the Banks cash/equivalents-to-assets ratio of 12.00% was higher than the median ratio for the Peer Group of 7.33%. Colonial reported a higher level of investment securities and BOLI of 34.56% compared to a combined median ratio of 14.31% for the Peer Group. Colonials earning assets amounted to 95.3% of assets, which was higher than the comparable Peer Group average ratio of 94.9%.
Colonials funding liabilities reflected a broadly similar funding strategy that relied on a similar level of deposits as the Peer Groups funding composition. The Banks deposits equaled 84.00% of assets, which was modestly higher than the Peer Groups median ratio of 77.02%. Comparatively, the Peer Group maintained a higher level of borrowings, equal to 4.52% versus less than one percent for Colonial.
RP® Financial, LC. |
PEER GROUP ANALYSIS III.7 |
Table 3.2
Balance Sheet Composition and Growth Rates
Comparable Institution Analysis
As of June 30, 2021 or the Most Recent Date Available.
Balance Sheet as a Percent of Assets | Balance Sheet Annual Growth Rates | Bank Level Regulatory Capital | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash & | MBS & | Net | Borrowed | Sub. | Total | Goodwill | Tangible | MBS, Cash & | Borrows. | Total | Tangible | Tier 1 | Tier 1 | Risk-Based | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equivalents | Invest | BOLI | Loans (1) | Deposits | Funds | Debt | Equity | & Intang | Equity | Assets | Investments | Loans | Deposits | &Sub debt | Equity | Equity | Leverage | Risk-Based | Capital | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Colonial FSB |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
June 30, 2021 |
12.00 | % | 31.83 | % | 2.73 | % | 51.48 | % | 84.00 | % | 0.27 | % | 0.00 | % | 14.36 | % | 0.00 | % | 14.36 | % | 9.75 | % | 28.30 | % | -2.57 | % | 13.33 | % | -88.11 | % | 7.11 | % | 7.11 | % | 14.40 | % | 28.67 | % | 29.68 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
All Public Savings Institutions |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Averages |
11.93 | % | 13.14 | % | 1.67 | % | 68.77 | % | 77.77 | % | 7.20 | % | 0.38 | % | 12.44 | % | 0.65 | % | 11.50 | % | 10.70 | % | 49.43 | % | 2.10 | % | 16.45 | % | -28.19 | % | 12.72 | % | 13.71 | % | 11.11 | % | 16.58 | % | 18.09 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
Medians |
8.93 | % | 11.52 | % | 1.81 | % | 71.01 | % | 78.77 | % | 5.37 | % | 0.00 | % | 11.68 | % | 0.07 | % | 10.76 | % | 7.09 | % | 29.31 | % | -0.17 | % | 11.99 | % | -27.80 | % | 4.97 | % | 5.66 | % | 10.91 | % | 15.34 | % | 16.94 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
Peer Group |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Averages |
10.66 | % | 21.01 | % | 1.70 | % | 63.25 | % | 74.16 | % | 7.19 | % | 0.15 | % | 14.27 | % | 0.25 | % | 14.02 | % | 7.68 | % | 34.29 | % | 0.32 | % | 14.10 | % | -28.82 | % | 8.60 | % | 10.28 | % | 12.74 | % | 18.77 | % | 19.74 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
Medians |
7.33 | % | 12.68 | % | 1.63 | % | 66.69 | % | 77.02 | % | 4.52 | % | 0.00 | % | 11.44 | % | 0.00 | % | 11.15 | % | 6.55 | % | 30.55 | % | 0.16 | % | 10.02 | % | -33.78 | % | 4.97 | % | 6.10 | % | 10.73 | % | 16.03 | % | 16.80 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
Peer Group |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CBMB |
CBM Bancorp, Inc. | MD | 26.71 | % | 9.13 | % | 1.95 | % | 60.66 | % | 77.17 | % | 2.00 | % | 0.00 | % | 20.08 | % | 0.00 | % | 20.08 | % | 6.25 | % | 51.13 | % | -9.09 | % | 13.90 | % | -50.00 | % | -6.67 | % | -6.67 | % | 18.49 | % | 30.98 | % | 32.14 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
CNNB |
Cincinnati Bancorp, Inc. | OH | 6.90 | % | 5.18 | % | 1.69 | % | 82.14 | % | 62.98 | % | 18.54 | % | 0.00 | % | 17.13 | % | 0.06 | % | 17.07 | % | 6.85 | % | -23.81 | % | 12.95 | % | 5.39 | % | 10.86 | % | 10.46 | % | 10.57 | % | 15.25 | % | 18.90 | % | 19.77 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
ESBK |
Elmira Savings Bank | NY | 16.63 | % | 3.04 | % | 2.42 | % | 72.63 | % | 84.98 | % | 4.25 | % | 0.00 | % | 9.62 | % | 1.90 | % | 7.72 | % | -4.02 | % | 23.63 | % | -9.85 | % | 0.00 | % | -53.06 | % | 4.84 | % | 6.10 | % | 8.19 | % | 13.73 | % | 14.98 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
FFBW |
FFBW, Inc. | WI | 23.94 | % | 14.96 | % | 2.81 | % | 56.15 | % | 69.53 | % | 2.41 | % | 0.00 | % | 27.44 | % | 0.00 | % | 27.44 | % | 20.19 | % | 72.60 | % | -1.07 | % | 40.04 | % | -37.04 | % | -5.10 | % | NA | 21.73 | % | 33.61 | % | 34.70 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
GBNY |
Generations Bancorp NY, Inc. | NY | 4.02 | % | 10.41 | % | 2.06 | % | 75.61 | % | 81.68 | % | 5.81 | % | 0.00 | % | 11.19 | % | 0.42 | % | 10.77 | % | 2.09 | % | 6.97 | % | 1.38 | % | 1.91 | % | -33.78 | % | 45.02 | % | 47.97 | % | 10.62 | % | 14.16 | % | 14.86 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
HMNF |
HMN Financial, Inc. | MN | 10.23 | % | 21.69 | % | 0.00 | % | 65.71 | % | 87.90 | % | 0.29 | % | 0.00 | % | 11.00 | % | 0.08 | % | 10.92 | % | 13.70 | % | 90.22 | % | -4.31 | % | 14.55 | % | -22.41 | % | 10.03 | % | 10.21 | % | 10.01 | % | 14.18 | % | 15.43 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
HVBC |
HV Bancorp, Inc. | PA | 14.50 | % | 6.58 | % | 1.18 | % | 73.81 | % | 79.74 | % | 9.73 | % | 1.82 | % | 7.55 | % | 0.00 | % | 7.55 | % | 29.15 | % | 133.97 | % | 14.69 | % | 45.53 | % | -23.62 | % | 17.53 | % | 17.53 | % | 8.10 | % | 13.41 | % | 14.10 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
IROQ |
IF Bancorp, Inc. | (2 | ) | IL | 4.80 | % | 24.14 | % | 1.24 | % | 67.67 | % | 82.80 | % | 4.52 | % | 0.00 | % | 11.20 | % | 0.00 | % | 11.20 | % | 8.95 | % | 30.55 | % | 2.01 | % | 15.78 | % | -45.56 | % | 5.10 | % | 5.10 | % | 10.48 | % | NA | NA | ||||||||||||||||||||||||||||||||||||||||||||||||
MSVB |
Mid-Southern Bancorp, Inc. | IN | 7.44 | % | 45.16 | % | 1.56 | % | 44.51 | % | 75.88 | % | 4.01 | % | 0.00 | % | 19.71 | % | 0.00 | % | 19.71 | % | 14.55 | % | 44.17 | % | -7.18 | % | 21.61 | % | 0.00 | % | -3.58 | % | -3.58 | % | 16.33 | % | NA | NA | ||||||||||||||||||||||||||||||||||||||||||||||||||
PBIP |
Prudential Bancorp, Inc. | PA | 7.23 | % | 32.63 | % | 2.93 | % | 54.20 | % | 65.00 | % | 20.83 | % | 0.00 | % | 11.68 | % | 0.57 | % | 11.11 | % | -5.28 | % | -17.32 | % | 4.35 | % | 0.57 | % | -19.90 | % | 2.44 | % | 2.65 | % | 10.83 | % | 16.63 | % | 17.82 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
RNDB |
Randolph Bancorp, Inc. | MA | 4.69 | % | 7.13 | % | 1.17 | % | 82.64 | % | 76.86 | % | 6.72 | % | 0.00 | % | 13.53 | % | 0.00 | % | 13.53 | % | 2.78 | % | -34.87 | % | 11.28 | % | 6.13 | % | -42.48 | % | 19.14 | % | 19.16 | % | 12.63 | % | 15.56 | % | 16.79 | % | ||||||||||||||||||||||||||||||||||||||||||||||||
WVFC |
WVS Financial Corp. | PA | 0.84 | % | 72.10 | % | 1.44 | % | 23.31 | % | 45.41 | % | NA | 0.00 | % | 11.09 | % | 0.00 | % | 11.09 | % | -3.09 | % | NA | -11.37 | % | 3.85 | % | NA | 4.00 | % | 4.00 | % | 10.23 | % | 16.50 | % | 16.80 | % |
(1) |
Includes loans held for sale. |
(2) |
As of March 31, 2021 or the latest date available. |
Source: S&P Global Market Intelligence, LC. and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2021 by RP® Financial, LC.
RP® Financial, LC. |
PEER GROUP ANALYSIS III.8 |
Total interest-bearing liabilities maintained by the Bank and the Peer Group, as a percent of assets, equaled 84.27% and 81.51%, respectively. Following the increase in equity provided by the net proceeds of the stock offering, the Banks ratio of interest-bearing liabilities as a percent of assets will decline to more in line with the Peer Groups ratio. A key measure of balance sheet strength for a thrift institution is its IEA/IBL ratio. Presently, the Banks IEA/IBL ratio is lower than the Peer Groups ratio, based on IEA/IBL ratios of 113.1% and 116.4%, respectively. The additional equity realized from stock proceeds will serve to strengthen Colonials IEA/IBL ratio in comparison to the Peer Group ratio, as the increase in equity provided by the infusion of stock proceeds will lower the level of interest-bearing liabilities funding assets and will be primarily deployed into interest-earning assets.
The growth rate section of Table 3.2 shows annual growth rates for key balance sheet items, with growth rates for Colonial based on the 12 months ended June 30, 2021, and the Peer Group numbers based on annual growth rates for the 12 months ended June 30, 2021 or the latest date available for the Peer Group companies. Colonial recorded asset growth of 9.75%, higher than the Peer Groups asset growth of 6.55%. Important from a valuation perspective, the growth was primarily related to the reinvestment of an influx of deposit funds into investment securities as Colonials loan portfolio shrank by 2.57% over the last twelve months. Similarly, the Peer Groups loan portfolio realized minimal growth equal 0.16% over the most recent twelve month period while the portfolio of cash and investment increased by 30.55% based on the median.
Reflecting the recent levels of net income, Colonials equity increased at a 7.11% annual rate, versus a 4.97% increase for the Peer Group based on the median. The increase in equity realized from stock proceeds will likely depress the Banks equity growth rate initially following the stock offering. Dividend payments and stock repurchases, pursuant to regulatory limitations and guidelines could also potentially slow the Banks equity growth rate in the longer term following the stock offering.
Income and Expense Components
Table 3.3 displays statements of operations for the Bank and the Peer Group, with the income ratios based on earnings for the 12 months ended June 30, 2021, for the Bank and the Peer Group, or latest 12-month period available.
RP® Financial, LC. |
PEER GROUP ANALYSIS III.9 |
Table 3.3
Income as Percent of Average Assets and Yields, Costs, Spreads
Comparable Institution Analysis
For the 12 Months Ended June 30, 2021 or the Most Recent 12 Months Available
Net Interest Income | Non-Interest Income | Non-Op. Items | Yields, Costs, and Spreads | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net
Income (2) |
Income | Expense | NII |
Loss
Provis. on IEA |
NII
After Provis. |
Gain
on Sale of Loans |
Other
Non-Int Income |
Total
Non-Int Expense |
Net Gains/
Losses (1) |
Extrao.
Items |
Provision
for Taxes |
Yield
On IEA |
Cost
Of IBL |
Yld-Cost
Spread |
MEMO:
Assets/ FTE Emp. |
MEMO:
Effective Tax Rate (2) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(%) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | ($000) | (%) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Colonial FSB |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
June 30, 2021 |
0.42 | % | 2.86 | % | 0.63 | % | 2.23 | % | 0.02 | % | 2.22 | % | 0.00 | % | 0.19 | % | 1.92 | % | 0.00 | % | 0.00 | % | 0.07 | % | 2.88 | % | 0.83 | % | 2.05 | % | $ | 10,924 | 15.02 | % | ||||||||||||||||||||||||||||||||||||||||
All Public Savings Insitutions |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Averages |
0.93 | % | 3.44 | % | 0.54 | % | 2.92 | % | 0.10 | % | 2.82 | % | 0.85 | % | 0.41 | % | 2.75 | % | 0.01 | % | 0.00 | % | 0.31 | % | 3.64 | % | 0.74 | % | 2.91 | % | $ | 8,915 | 22.60 | % | ||||||||||||||||||||||||||||||||||||||||
Medians |
0.86 | % | 3.38 | % | 0.50 | % | 2.88 | % | 0.07 | % | 2.79 | % | 0.13 | % | 0.34 | % | 2.48 | % | 0.00 | % | 0.00 | % | 0.27 | % | 3.56 | % | 0.70 | % | 2.89 | % | $ | 7,351 | 23.02 | % | ||||||||||||||||||||||||||||||||||||||||
Peer Group |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Averages |
0.98 | % | 3.17 | % | 0.57 | % | 2.60 | % | 0.07 | % | 2.53 | % | 1.46 | % | 0.44 | % | 3.18 | % | 0.04 | % | 0.00 | % | 0.29 | % | 3.41 | % | 0.77 | % | 2.65 | % | $ | 6,063 | 20.95 | % | ||||||||||||||||||||||||||||||||||||||||
Medians |
0.70 | % | 3.24 | % | 0.50 | % | 2.75 | % | 0.08 | % | 2.70 | % | 0.40 | % | 0.41 | % | 2.82 | % | 0.00 | % | 0.00 | % | 0.20 | % | 3.47 | % | 0.69 | % | 2.81 | % | $ | 5,690 | 23.05 | % | ||||||||||||||||||||||||||||||||||||||||
Peer Group |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CBMB |
CBM Bancorp, Inc. | MD | 0.36 | % | 3.45 | % | 0.57 | % | 2.89 | % | -0.03 | % | 2.92 | % | 0.58 | % | 0.15 | % | 3.12 | % | 0.00 | % | 0.00 | % | 0.17 | % | 3.63 | % | 1.01 | % | 2.62 | % | $ | 6,245 | 31.62 | % | ||||||||||||||||||||||||||||||||||||||
CNNB |
Cincinnati Bancorp, Inc. | OH | 1.72 | % | 3.24 | % | 0.92 | % | 2.32 | % | 0.08 | % | 2.24 | % | 4.90 | % | 0.72 | % | 5.68 | % | 0.00 | % | 0.00 | % | 0.45 | % | 3.40 | % | 1.17 | % | 2.23 | % | $ | 3,123 | 20.88 | % | ||||||||||||||||||||||||||||||||||||||
ESBK |
Elmira Savings Bank | NY | 0.73 | % | 3.23 | % | 0.65 | % | 2.58 | % | 0.15 | % | 2.43 | % | 0.77 | % | 0.39 | % | 2.65 | % | 0.00 | % | 0.00 | % | 0.21 | % | 4.11 | % | 0.90 | % | 3.21 | % | $ | 5,643 | 22.16 | % | ||||||||||||||||||||||||||||||||||||||
FFBW |
FFBW, Inc. | WI | 0.66 | % | 3.60 | % | 0.36 | % | 3.23 | % | 0.08 | % | 3.15 | % | 0.18 | % | 0.22 | % | 2.66 | % | NA | 0.00 | % | 0.20 | % | 3.94 | % | 0.66 | % | 3.28 | % | $ | 5,974 | 23.02 | % | |||||||||||||||||||||||||||||||||||||||
GBNY |
Generations Bancorp NY, Inc. | NY | 0.48 | % | 3.64 | % | 0.61 | % | 3.03 | % | 0.15 | % | 2.88 | % | 0.00 | % | 0.70 | % | 3.34 | % | 0.32 | % | 0.00 | % | 0.08 | % | 3.99 | % | 0.80 | % | 3.19 | % | $ | 4,005 | 13.62 | % | ||||||||||||||||||||||||||||||||||||||
HMNF |
HMN Financial, Inc. | MN | 1.53 | % | 3.47 | % | 0.22 | % | 3.25 | % | 0.05 | % | 3.20 | % | 1.02 | % | 0.79 | % | 2.89 | % | 0.01 | % | 0.00 | % | 0.60 | % | 3.57 | % | 0.36 | % | 3.21 | % | $ | 5,737 | 28.32 | % | ||||||||||||||||||||||||||||||||||||||
HVBC |
HV Bancorp, Inc. | PA | 1.13 | % | 2.58 | % | 0.43 | % | 2.15 | % | 0.16 | % | 1.99 | % | 2.94 | % | 0.21 | % | 3.58 | % | 0.00 | % | 0.00 | % | 0.44 | % | 2.87 | % | 0.63 | % | 2.24 | % | $ | 3,743 | 27.92 | % | ||||||||||||||||||||||||||||||||||||||
IROQ |
IF Bancorp, Inc. | IL | 0.79 | % | 3.42 | % | 0.70 | % | 2.72 | % | 0.01 | % | 2.71 | % | 0.23 | % | 0.57 | % | 2.47 | % | 0.06 | % | 0.00 | % | 0.31 | % | 3.53 | % | 0.71 | % | 2.82 | % | $ | 7,183 | 27.93 | % | ||||||||||||||||||||||||||||||||||||||
MSVB |
Mid-Southern Bancorp, Inc. | IN | 0.53 | % | 3.20 | % | 0.33 | % | 2.87 | % | 0.03 | % | 2.84 | % | 0.00 | % | 0.43 | % | 2.76 | % | 0.00 | % | 0.00 | % | -0.01 | % | 3.35 | % | 0.50 | % | 2.85 | % | $ | 5,084 | -2.23 | % | ||||||||||||||||||||||||||||||||||||||
PBIP |
Prudential Bancorp, Inc. | PA | 0.54 | % | 3.23 | % | 1.32 | % | 1.91 | % | 0.14 | % | 1.77 | % | 0.02 | % | 0.18 | % | 1.45 | % | 0.08 | % | 0.00 | % | 0.06 | % | 3.41 | % | 1.55 | % | 1.86 | % | $ | 11,592 | 9.55 | % | ||||||||||||||||||||||||||||||||||||||
RNDB |
Randolph Bancorp, Inc. | MA | 2.95 | % | 3.19 | % | 0.41 | % | 2.78 | % | 0.07 | % | 2.70 | % | 6.86 | % | 0.73 | % | 6.41 | % | -0.05 | % | 0.00 | % | 0.88 | % | 3.39 | % | 0.58 | % | 2.81 | % | $ | 3,721 | 23.08 | % | ||||||||||||||||||||||||||||||||||||||
WVFC |
WVS Financial Corp. | PA | 0.39 | % | 1.75 | % | 0.27 | % | 1.48 | % | -0.02 | % | 1.49 | % | 0.00 | % | 0.16 | % | 1.11 | % | -0.02 | % | 0.00 | % | 0.14 | % | 1.80 | % | 0.34 | % | 1.46 | % | $ | 10,702 | 25.56 | % |
(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 |
Colonial reported net income of 0.42% of average assets for the 12 months ended June 30, 2021 lower than the median net income of 0.70% of average assets for the Peer Group. Lower earnings were primarily attributable to the relatively low level of net interest and non-interest income reflective of the Banks traditional thrift business model which involved residential mortgage lending for portfolio. While Colonial benefited from a comparatively low level of operating expenses which resulted from its thrift-oriented operating strategy, it was insufficient to offset the higher net interest and non-income generated by the Peer Group.
Colonials net interest income ratio was below the Peer Groups average ratio, because of its comparatively low asset yields in comparison to the Peer Group reflecting the greater investment in relatively low yielding (and low credit risk) residential loans and lower proportion of loans overall. Colonials overall yield earned on interest-earning assets, 2.88%,was below the 3.47% median ratio for the Peer Group. Alternatively, the Banks cost of funds was relatively higher than the Peer Group (0.83% versus 0.69% for the Peer Group). As a result of lower asset yields and higher funding costs, the Banks spreads and ratio of net interest income to average assets were materially lower than the Peer Group median. Specifically, Colonial reported net interest income to average assets equal to 2.23% which was 52 basis points lower than the Peer Group median of 2.75%
The Banks business model focused on portfolio mortgage lending, while limiting net interest and non-interest income, also minimizes Colonials operating costs. Colonial reported a lower ratio of operating expenses, equal to 1.92% of average assets versus the Peer Group (2.82% of average assets). In connection with the operating expense ratios, Colonial maintained a comparatively lower number of employees relative to its asset size. Assets per full time equivalent employee equaled $10.9 million for the Bank versus a comparable measure of $5.7 million for the Peer Group. On a post-offering basis, the Banks operating expenses can be expected to further increase with the addition of the ESOP and certain expenses that result from being a publicly-traded savings institution, with such expenses already impacting the Peer Groups operating expenses. At the same time, Colonials capacity to leverage operating expenses will be enhanced following the increase in capital realized from the infusion of net stock proceeds.
When viewed together, net interest income and operating expenses provide considerable insight into a banks earnings strength, since those sources of income and expenses are typically the most prominent components of earnings and are generally more
RP® Financial, LC. |
PEER GROUP ANALYSIS III.11 |
predictable than losses and gains realized from the sale of assets or other non-recurring activities. In this regard, the Banks reserve coverage ratio equal to 1.17x was more favorable than the Peer Groups expense coverage ratio of 1.01x. Importantly, the expense coverage ratio does not capture the impact of non-interest income which is comparatively modest for the Bank as noted below.
Contributions to earnings from non-interest operating income, excluding gains on sale of loans, was lower for the Bank in comparison to the Peer Group, equaling 0.19% and 0.41% of average assets, respectively. Moreover, the Peer Groups earnings were supported by gains on the sale of loans equal to 0.40% of average assets while Colonial did not have any comparable revenues given its status as a portfolio lender. Taking non-interest operating income into account in comparing the Banks and the Peer Groups earnings, Colonials efficiency ratio (operating expenses, net of amortization of intangibles, as a percent of the sum of non-interest operating income and net interest income) of 78.9% was less favorable than the Peer Groups average efficiency ratio of 70.6%.
Loan loss provisions had a modest, but larger impact on the Peer Groups earnings, with loan loss provisions established by the Bank and the Peer Group equaling 0.02% and 0.08% of average assets, respectively. The impact of loan loss provisions on the Banks and the Peer Groups earnings, particularly when taking into consideration the prevailing credit market environment for mortgage-based lenders, were indicative of the favorable asset quality position of the Bank and Peer Group.
For the 12 months ended June 30, 2021, the Bank reported no non-operating expense, while the Peer Group reported a minimal 0.04% of average assets of net non-operating gains based on the average. Typically, gains and losses generated from non-operating items are viewed as non-recurring in nature, particularly to the extent such gains and losses result from the sale of investments or other assets are not considered to be part of an institutions core operations. Extraordinary items were not a factor in either the Banks or the Peer Groups earnings.
The Peer Group reported a median effective tax rate of 23.05%, while Colonial reported an effective tax rate of 15.02%. As indicated in the prospectus, the Banks effective marginal tax rate is assumed to equal 25.08% (inclusive of both federal and state corporate taxes) when calculating the after-tax return on conversion proceeds. The average tax rate for the Bank is
RP® Financial, LC. |
PEER GROUP ANALYSIS III.12 |
lower than the marginal rate as a result of income on BOLI and municipal securities which is tax advantaged and not included in taxable income.
Loan Composition
Table 3.4 presents data related to the Banks and the Peer Groups loan portfolio compositions (including any investment in MBS). The Banks loan portfolio composition reflected a higher concentration of investment in 1-4 family property secured assets (permanent mortgage loans and MBS) than maintained by the Peer Group (50.21% of assets versus 33.11% for the Peer Group). The Peer Group reported a higher level of investment in MBS. As a reflection of the portfolio lending strategy, Colonial did not report any mortgage servicing activities while the level of such activities among the Peer Group institutions was generally modest.
Diversification into higher risk and higher yielding types of lending was lower for the Bank, as the Peer Group reported total loans other than 1-4 family and MBS of 32.64% of assets on average, versus 9.51% for the Bank. The Bank mortgage lending emphasis is notable as non-mortgage loans totaled less than 1% of assets while commercial and consumer non-mortgage loans equaled 8.7% for the Peer Group. In addition, while Colonial has sought to increase commercial and multi-family mortgage loans, such loans equaled 9.5% for the Bank versus a median level of 18.5% for the Peer Group. The relative concentration and diversification of assets in loans translated into a higher risk weighted assets-to-assets ratio for the Peer Group (64.57%) than the Bank (50.06%).
RP® Financial, LC. |
PEER GROUP ANALYSIS III.13 |
Table 3.4
Loan Portfolio Composition and Related Information
Comparable Institution Analysis
As of June 30, 2021 or the Most Recent Date Available.
Portfolio Composition as a Percent of Assets | ||||||||||||||||||||||||||||||||||||||||
MBS |
1-4
Family |
Constr.
& Land |
Multi-
Family |
Comm RE |
Commerc.
Business |
Consumer |
RWA/
Assets |
Servicing
Assets |
||||||||||||||||||||||||||||||||
(%) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | ($000) | ||||||||||||||||||||||||||||||||
Colonial FSB |
||||||||||||||||||||||||||||||||||||||||
June 30, 2021 |
8.26 | % | 41.95 | % | 0.00 | % | 4.68 | % | 4.83 | % | 0.00 | % | 0.62 | % | 50.06 | % | $ | 0 | ||||||||||||||||||||||
Peer Group |
||||||||||||||||||||||||||||||||||||||||
Averages |
9.88 | % | 30.21 | % | 3.83 | % | 6.17 | % | 13.95 | % | 5.25 | % | 3.44 | % | 66.52 | % | $ | 2,244 | ||||||||||||||||||||||
Medians |
6.82 | % | 26.29 | % | 3.36 | % | 4.40 | % | 14.08 | % | 4.12 | % | 0.74 | % | 64.57 | % | $ | 516 | ||||||||||||||||||||||
Peer Group |
||||||||||||||||||||||||||||||||||||||||
Chesapeake Bank of Maryland |
MD | 4.82 | % | 26.92 | % | 6.15 | % | 3.58 | % | 19.76 | % | 0.00 | % | 0.11 | % | 57.72 | % | $ | 0 | |||||||||||||||||||||
Cincinnati Federal |
OH | 3.67 | % | 45.07 | % | 2.43 | % | 19.91 | % | 14.92 | % | 0.20 | % | 0.14 | % | 77.14 | % | $ | 2,716 | |||||||||||||||||||||
Mid-Southern Savings Bank, F.S.B. |
IN | 16.17 | % | 25.66 | % | 2.34 | % | 3.31 | % | 7.69 | % | 2.89 | % | 0.62 | % | NA | $ | 0 | ||||||||||||||||||||||
First Federal Bank of Wisconsin |
WI | 8.68 | % | 14.57 | % | 3.09 | % | 10.37 | % | 23.79 | % | 5.01 | % | 0.13 | % | 63.00 | % | $ | 0 | |||||||||||||||||||||
West View Savings Bank |
PA | 24.08 | % | 20.60 | % | 0.96 | % | 1.01 | % | 1.14 | % | 0.00 | % | 0.01 | % | 57.93 | % | $ | 0 | |||||||||||||||||||||
Generations Bank |
NY | 0.35 | % | 34.21 | % | 0.00 | % | 0.11 | % | 5.96 | % | 3.51 | % | 30.90 | % | 75.18 | % | $ | 18 | |||||||||||||||||||||
Huntingdon Valley Bank |
PA | 2.45 | % | 40.23 | % | 5.64 | % | 2.87 | % | 7.34 | % | 18.06 | % | 0.85 | % | 59.53 | % | $ | 3,104 | |||||||||||||||||||||
Elmira Savings Bank |
NY | 0.73 | % | 47.16 | % | 0.78 | % | 5.79 | % | 10.37 | % | 4.87 | % | 4.56 | % | 59.27 | % | $ | 1,543 | |||||||||||||||||||||
Envision Bank |
MA | 4.96 | % | 55.22 | % | 3.92 | % | 2.96 | % | 16.64 | % | 3.53 | % | 1.24 | % | 79.02 | % | $ | 15,375 | |||||||||||||||||||||
Iroquois Federal Savings and Loan Association |
IL | 21.37 | % | 15.60 | % | 3.63 | % | 13.10 | % | 17.83 | % | 12.72 | % | 0.96 | % | NA | $ | 1,013 | ||||||||||||||||||||||
Home Federal Savings Bank |
MN | 16.91 | % | 18.77 | % | 4.39 | % | 5.22 | % | 28.77 | % | 7.46 | % | 1.69 | % | 70.30 | % | $ | 3,160 | |||||||||||||||||||||
Prudential Bank |
PA | 14.39 | % | 18.48 | % | 12.68 | % | 5.83 | % | 13.23 | % | 4.71 | % | 0.05 | % | 66.13 | % | $ | 0 |
Note: Bank level data.
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 |
Credit Risk
Based on a comparison of credit quality measures, the Banks credit risk exposure was considered to be more favorable to that of the Peer Group. At the same time, the Peer Groups assert quality is considered very strong and they in general, have a limited history of loan losses. As shown in Table 3.5, the Bank did not have any non-performing assets while the ratios of NPAs/Assets equaled 0.52% based on the median for the Peer Group and was 0.30% of assets adjusted to exclude performing restructured loans. As a result of the lack of NPAs, reserve coverage ratios for the Bank were not meaningful. However, while the ratio of reserves/loans was lower for the Bank in comparison to the Peer Group, based on ratios of 0.98% and 1.20%, respectively, the lower ratio reflects the more limited credit risk exposure for the Bank based on its credit quality and loan chargeoff history, and the low credit risk nature of the loan portfolio.
Interest Rate Risk
Table 3.6 reflects various key ratios highlighting the relative interest rate risk exposure of the Bank versus the Peer Group. In terms of balance sheet ratios, Colonials interest rate risk characteristics were considered to be similar to the Peer Group. The Banks equity-to-assets ratio was slightly higher than the Peer Group, while the IEA/IBL ratio fell within the range of the Peer Group average and median based on regulatory data as derived from S&P Global Market Intelligence, thereby indicating a similar dependence on the yield-cost spread to sustain the net interest margin for the Bank. The Bank reported a lower level of non-interest earning assets, which provides an indication of the earnings capabilities and interest rate risk of the balance sheet. On a pro forma basis, the infusion of stock proceeds can be expected to provide the Bank with improved balance sheet interest rate risk characteristics, with such ratios likely closer to those maintained by the Peer Group, particularly with respect to the increases that will be realized in the Banks equity-to-assets and IEA/IBL ratios.
RP® Financial, LC. |
PEER GROUP ANALYSIS III.15 |
Table 3.5
Credit Risk Measures and Related Information
Comparable Institution Analysis
As of June 30, 2021 or the Most Recent Date Available.
REO/
Assets |
NPAs &
90+Del/ Assets (1) |
Adj NPAs &
90+Del/ Assets (2) |
NPLs/
Loans (3) |
Rsrves/
Loans HFI |
Rsrves/
NPLs (3) |
Rsrves/
NPAs & 90+Del (1) |
Net Loan
Chargeoffs (4) |
NLCs/
Loans |
||||||||||||||||||||||||||||||||
(%) | (%) | (%) | (%) | (%) | (%) | (%) | ($000) | (%) | ||||||||||||||||||||||||||||||||
Colonial FSB |
||||||||||||||||||||||||||||||||||||||||
June 30, 2021 |
0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.98 | % | NM | NM | $ | 0 | 0.00 | % | ||||||||||||||||||||||||
Peer Group |
||||||||||||||||||||||||||||||||||||||||
Averages |
0.04 | % | 0.63 | % | 0.44 | % | 0.87 | % | 1.10 | % | 223.17 | % | 207.00 | % | $ | 120 | 0.05 | % | ||||||||||||||||||||||
Medians |
0.00 | % | 0.52 | % | 0.30 | % | 0.65 | % | 1.20 | % | 93.84 | % | 93.84 | % | $ | 29 | 0.01 | % | ||||||||||||||||||||||
Peer Group |
||||||||||||||||||||||||||||||||||||||||
Chesapeake Bank of Maryland |
MD | 0.00 | % | 0.15 | % | 0.10 | % | 0.25 | % | 1.08 | % | 432.71 | % | 432.71 | % | $ | 0 | 0.00 | % | |||||||||||||||||||||
Cincinnati Federal |
OH | 0.00 | % | 0.51 | % | 0.10 | % | 0.61 | % | 0.86 | % | 132.57 | % | 132.57 | % | $ | 0 | 0.00 | % | |||||||||||||||||||||
Mid-Southern Savings Bank, F.S.B. |
IN | 0.04 | % | 0.75 | % | 0.41 | % | 1.56 | % | 1.43 | % | 91.59 | % | 86.71 | % | $ | 0 | 0.00 | % | |||||||||||||||||||||
First Federal Bank of Wisconsin |
WI | 0.00 | % | 0.24 | % | 0.10 | % | 0.43 | % | 1.21 | % | 280.88 | % | 280.88 | % | $ | 377 | 0.19 | % | |||||||||||||||||||||
West View Savings Bank |
PA | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.69 | % | NA | NA | $ | 0 | 0.00 | % | |||||||||||||||||||||||
Generations Bank |
NY | 0.01 | % | 1.80 | % | 1.05 | % | 2.36 | % | 0.68 | % | 28.96 | % | 28.84 | % | $ | 589 | 0.20 | % | |||||||||||||||||||||
Huntingdon Valley Bank |
PA | 0.00 | % | 0.52 | % | 0.52 | % | 0.69 | % | 0.67 | % | 80.23 | % | 80.23 | % | $ | 555 | 0.14 | % | |||||||||||||||||||||
Elmira Savings Bank |
NY | 0.00 | % | 0.95 | % | 0.77 | % | 1.29 | % | 1.23 | % | 93.84 | % | 93.84 | % | $ | 200 | 0.04 | % | |||||||||||||||||||||
Envision Bank |
MA | 0.00 | % | 1.09 | % | 0.86 | % | 1.30 | % | 1.19 | % | 80.52 | % | 80.52 | % | $ | 59 | 0.01 | % | |||||||||||||||||||||
Iroquois Federal Savings and Loan Association |
IL | 0.03 | % | 0.19 | % | 0.04 | % | 0.22 | % | 1.27 | % | 580.90 | % | 436.15 | % | $ | 465 | 0.09 | % | |||||||||||||||||||||
Home Federal Savings Bank |
MN | 0.00 | % | 0.18 | % | 0.18 | % | 0.27 | % | 1.53 | % | 558.96 | % | 558.96 | % | -$ | 802 | -0.12 | % | |||||||||||||||||||||
Prudential Bank |
PA | 0.34 | % | 1.13 | % | 1.13 | % | 1.44 | % | 1.35 | % | 93.70 | % | 65.54 | % | $ | 0 | 0.00 | % |
(1) |
NPAs are defined as nonaccrual loans, performing TDRs, and OREO. |
(2) |
Adjusted NPAs are defined as nonaccrual loans and OREO (performing TDRs are excluded). |
(3) |
NPLs are defined as nonaccrual loans and performing TDRs. |
(4) |
Net loan chargeoffs are shown on a last twelve month basis. |
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. |
PEER GROUP ANALYSIS III.16 |
Table 3.6
Interest Rate Risk Measures and Net Interest Income Volatility
Comparable Institution Analysis
As of June 30, 2021 or the Most Recent Date Available.
Balance Sheet Measures | ||||||||||||||||||||||||||||||||||||||||||||||
Tangible
Equity/ Assets |
Avg
IEA/ Avg IBL |
Non-Earn.
Assets/ Assets |
Quarterly Change in Net Interest Income | |||||||||||||||||||||||||||||||||||||||||||
3/31/2021 | 12/31/2020 | 9/30/2020 | 6/30/2020 | 3/31/2020 | 12/31/2019 | |||||||||||||||||||||||||||||||||||||||||
(%) | (%) | (%) | (change in net interest income is annualized in basis points) | |||||||||||||||||||||||||||||||||||||||||||
Colonial FSB |
||||||||||||||||||||||||||||||||||||||||||||||
6/30/2021 |
14.4 | % | 126.5 | % | 4.6 | % | 6 | 6 | -14 | -16 | -9 | -2 | ||||||||||||||||||||||||||||||||||
All Public Savings Institutions |
||||||||||||||||||||||||||||||||||||||||||||||
Average |
11.6 | % | 136.1 | % | 7.1 | % | (5 | ) | 8 | (0 | ) | (14 | ) | (3 | ) | (6 | ) | |||||||||||||||||||||||||||||
Median |
GA | 10.8 | % | 134.9 | % | 6.7 | % | (5 | ) | 10 | (1 | ) | (12 | ) | (4 | ) | (5 | ) | ||||||||||||||||||||||||||||
Comparable Group |
||||||||||||||||||||||||||||||||||||||||||||||
Average |
13.0 | % | 134.1 | % | 7.4 | % | -6 | 4 | -8 | -6 | -2 | -10 | ||||||||||||||||||||||||||||||||||
Median |
11.2 | % | 131.7 | % | 6.7 | % | -2 | 11 | -7 | -7 | -2 | -11 | ||||||||||||||||||||||||||||||||||
Comparable Group |
||||||||||||||||||||||||||||||||||||||||||||||
CBMB |
CBM Bancorp, Inc. | MD | 20.1 | % | 147.9 | % | 6.7 | % | NA | 13 | -24 | -23 | -2 | -14 | ||||||||||||||||||||||||||||||||
CNNB |
Cincinnati Bancorp, Inc. | OH | 17.1 | % | 124.8 | % | 9.4 | % | NA | -2 | -10 | 1 | 3 | -29 | ||||||||||||||||||||||||||||||||
MSVB |
Mid-Southern Bancorp, Inc. | IN | 19.7 | % | 138.6 | % | 4.7 | % | NA | 1 | 2 | -27 | -16 | -2 | ||||||||||||||||||||||||||||||||
FFBW |
FFBW, Inc. | WI | NA | 164.2 | % | 9.5 | % | NA | -3 | -2 | 26 | -18 | -5 | |||||||||||||||||||||||||||||||||
WVFC |
WVS Financial Corp. | PA | 11.1 | % | NA | NA | -14 | -2 | -10 | -15 | -5 | -16 | ||||||||||||||||||||||||||||||||||
GBNY |
Generations Bancorp NY, Inc. | NY | 10.8 | % | 101.1 | % | 10.6 | % | 22 | 7 | -1 | 4 | 5 | -17 | ||||||||||||||||||||||||||||||||
HVBC |
HV Bancorp, Inc. | PA | 7.6 | % | 120.1 | % | -0.7 | % | NA | -65 | -11 | 23 | 5 | NA | ||||||||||||||||||||||||||||||||
ESBK |
Elmira Savings Bank | NY | 7.9 | % | 107.8 | % | 23.2 | % | 4 | 36 | -30 | -30 | 15 | 8 | ||||||||||||||||||||||||||||||||
RNDB |
Randolph Bancorp, Inc. | MA | 13.5 | % | 141.0 | % | 7.0 | % | 1 | 18 | -7 | -5 | 3 | -9 | ||||||||||||||||||||||||||||||||
IROQ |
IF Bancorp, Inc. | (1 | ) | IL | 11.2 | % | 117.7 | % | 5.6 | % | -5 | 11 | -2 | 1 | 11 | -12 | ||||||||||||||||||||||||||||||
HMNF |
HMN Financial, Inc. | MN | 10.9 | % | 156.0 | % | 2.8 | % | -25 | 11 | -11 | -18 | -4 | -20 | ||||||||||||||||||||||||||||||||
PBIP |
Prudential Bancorp, Inc. | PA | 11.2 | % | 114.0 | % | 2.8 | % | 10 | 13 | 4 | -7 | -15 | -4 | ||||||||||||||||||||||||||||||||
PVBC |
Provident Bancorp, Inc. | MA | 14.6 | % | 175.9 | % | 6.7 | % | -40 | 19 | 5 | -13 | -13 | 2 |
NA=Change is greater than 100 basis points during the quarter.
(1) |
As of March 31, 2021 or the latest date available. |
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.17 |
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 Colonial and the Peer Group. The relative fluctuations in the Banks net interest income to average assets ratio were considered to be modestly higher than the Peer Group and, thus, based on the interest rate environment that prevailed during the period analyzed in Table 3.6, Colonial was viewed as maintaining a higher degree of interest rate risk exposure in the net interest margin. The stability of the Banks net interest margin should be enhanced by the infusion of stock proceeds, as the increase in capital will reduce the level of interest rate sensitive liabilities funding Colonials assets.
Summary
Based on the above analysis, RP Financial concluded the Peer Group forms a reasonable basis for determining the pro forma market value of the Bank. Such general characteristics as asset size, capital position, interest-earning asset composition, funding composition, core earnings measures, loan composition, credit quality and exposure to interest rate risk all tend to support the reasonability of the Peer Group from a financial standpoint. Those areas where differences exist will be addressed in the form of valuation adjustments to the extent necessary.
RP® Financial, LC. |
VALUATION ANALYSIS IV.1 |
IV. VALUATION ANALYSIS
Introduction
This chapter presents the valuation analysis and methodology prepared pursuant to the regulatory 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 Companys minority stock offering.
Appraisal Guidelines
The federal regulatory appraisal guidelines required by the OCC, FRB, the FDIC and state banking agencies specify the pro forma market value methodology for estimating the pro forma market value of an institution. Pursuant to this methodology: (1) a peer group of comparable publicly-traded institutions is selected; (2) a financial and operational comparison of the subject company 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. Given the unique differences in the pricing characteristics of publicly-traded MHCs relative to fully-converted thrift stocks, we have also reviewed the pricing characteristics of publicly-traded MHCs on a fully-converted basis.
RP Financial Approach to the Valuation
The valuation analysis herein complies with such regulatory approval guidelines. Accordingly, the valuation incorporates a detailed analysis based on the Peer Group, discussed in Chapter III, which constitutes fundamental analysis techniques. Additionally, the valuation incorporates a technical analysis of recently completed conversions, including closing pricing and aftermarket trading of such offerings. It should be noted that these valuation analyses cannot possibly fully account for all the market forces which impact trading activity and pricing characteristics of a stock on a given day.
The pro forma market value determined herein is a preliminary value for the Companys to-be-issued stock. Throughout the stock issuance process, RP Financial will: (1) review changes in the Banks operations and financial condition; (2) monitor the Banks operations and
RP® Financial, LC. |
VALUATION ANALYSIS IV.2 |
financial condition relative to the Peer Group to identify any fundamental changes; (3) monitor the external factors affecting value including, but not limited to, local and national economic conditions, interest rates and the stock market environment, including the market for thrift stocks; and, (4) monitor pending conversion offerings, both regionally and nationally. If material changes should occur prior to the close of the offering, RP Financial will evaluate if updated valuation reports should be prepared reflecting such changes and their related impact on value, if any. RP Financial will also prepare a final valuation update at the closing of the offering to determine if the prepared valuation analysis and resulting range of value continues to be appropriate.
The appraised value determined herein is based on the current market and operating environment for the Bank and for all thrifts. Subsequent changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or major world events), which may occur from time to time (often with great unpredictability) may materially impact the market value of all thrift stocks, including CFSB Bancorps value, the market value of the stocks of public MHC institutions, or CFSB Bancorps value alone. To the extent a change in factors impacting the Companys value can be reasonably anticipated and/or quantified, RP Financial has incorporated the estimated impact into its analysis.
Valuation Analysis
A fundamental analysis discussing similarities and differences relative to the Peer Group was presented in Chapter III. The following sections summarize the key differences between the Bank and the Peer Group and how those differences affect the pro forma valuation. Emphasis is placed on the specific strengths and weaknesses of the Bank 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 CFSB Bancorp coming to market at this time.
1. |
Financial Condition |
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 Banks and the Peer Groups financial strengths are noted as follows:
|
Overall A/L Composition. Loans funded by retail deposits were the primary components of both Colonials and the Peer Groups balance sheets. In comparison to the Peer Group, the Banks interest-earning asset composition exhibited a lower concentration of loans and a lower level of diversification into high risk-weight loans, both of which have limited the Banks asset yields and overall earnings while minimizing its credit risk exposure as well. Colonials funding composition was similar to the Peer Group as both funded operations primarily with deposits and the level of borrowings was small for the Peer Group and minimal for the Bank. Overall, as a percent of assets, the Bank maintained a higher level of interest-earning assets and a higher level of interest-bearing liabilities relative to the comparable ratios for the Peer Group, which translated into a lower IEA/IBL ratio for Colonial. After factoring in the impact of the net stock proceeds, the Banks IEA/IBL ratio will be comparable to the Peer Groups IEA/IBL ratio. On balance, RP Financial concluded that the lower level of loans and focus on residential mortgage lending with their lower yield potential was a negative factor in our adjustment for financial condition in relation to the Peer Group. |
|
Credit Quality. The Bank has not had any non-performing assets over the last several years which is indicative of very strong credit quality. At the same time, the Peer Group operates with very low credit quality and limited NPAs and loan chargeoffs, albeit not at the Banks nominal level. Additionally, RP Financial gave consideration to the fact that while the Peer Group had greater credit risk exposure, the level of allowance for loan and lease losses were also higher as a percentage of total loans. Overall, RP Financial concluded that credit quality was a neutral factor in our adjustment for financial condition. |
|
Balance Sheet Liquidity. The Bank maintained a higher level of cash and investment securities than the Peer Group. At the same time, the substantial majority of the investment securities portfolio which is also larger are classified as held-to-maturity limiting the ability to generate liquidity over the short term. Following the infusion of stock proceeds, the Banks cash and investments ratio is expected to increase as a portion of the net proceeds will initially be held in short-term liquid funds. The Banks future borrowing capacity was considered to be similar to the Peer Groups borrowing capacity, as the level of borrowings was modest for both. Overall, RP Financial concluded that balance sheet liquidity was a slight positive factor in our adjustment for financial condition. |
|
Funding Liabilities. The Banks interest-bearing funding composition reflected a slightly higher concentration of deposits and a lower concentration of borrowings relative to the comparable Peer Group median ratios, but were broadly comparable overall. Overall, RP Financial concluded that funding liabilities were a neutral factor in our adjustment for financial condition. |
|
Equity. The Peer Group currently operates with a lower equity-to-assets ratio than the Bank, even on a pre-conversion basis. Accordingly, following the stock offering, CFSB Bancorps pro forma capital position will exceed the Peer Groups figures by a greater amount. On balance, RP Financial concluded that equity strength was a positive factor in our adjustment for financial condition. |
RP® Financial, LC. |
VALUATION ANALYSIS IV.4 |
On balance, Colonials balance sheet strength was considered to be modestly greater than the Peer Groups balance sheet strength and, thus, a slight upward adjustment was applied for the Banks 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 institutions earnings stream and prospects 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 Banks reported earnings were lower than the Peer Groups on a ROAA basis (0.42% of average assets versus a median 0.73% of average assets for the Peer Group). As noted in the Peer Group analysis in Section Three, the lower earnings were primarily attributable to the relatively low level of net interest and non-interest income reflective of the Banks traditional thrift business model which involved residential mortgage lending for portfolio. While Colonial benefited from a comparatively low level of operating expenses which resulted from its thrift oriented operating strategy, it was insufficient to offset the higher net interest and non-income generated by the Peer Group. Overall, the Banks reported earnings were considered to be less favorable than the Peer Groups reported earnings and, thus, RP Financial concluded that this was a negative factor in our adjustment for profitability, growth and viability of earnings. |
|
Core Earnings. The Bank did not have any non-operating or otherwise unusual items in its earnings for the most recent twelve month period. Accordingly, reported and core earnings were equivalent. While non-operating items were also limited for the Peer Group, gains on the sale of loans which are considered to entail greater volatility than earnings generated through typical sources of non-interest income were a material component of the Peer Groups earnings (0.85% of average assets based on the average and 0.13% of average assets based on the median). Overall, in evaluating the Banks core earnings in relation to the Peer Group, we considered that Colonials core earnings will remain below the Peer Group average and median even after the expected earnings benefit from deployment of the proceeds which will be diminished by expenses associated with the stock benefit plans and operating as a publicly-traded company. Overall, RP Financial considered that reported and core earnings were very similar and thus, RP Financial concluded that this was a negative factor in our adjustment for profitability, growth and viability of earnings. |
|
Interest Rate Risk. Quarterly changes in the Banks and the Peer Groups net interest income to average assets ratios indicated that a modestly greater degree of volatility was associated with Colonials net interest margin. Other measures of interest rate risk, such as IEA/IBL ratios and levels of non-interest earning assets were more favorable for the Bank. On a pro forma basis, the infusion of stock proceeds can be expected to provide the Bank with equity-to-assets and IEA/ILB ratios that are more favorable or comparable to the Peer Groups ratios, as well as |
RP® Financial, LC. |
VALUATION ANALYSIS IV.5 |
enhance the stability of the Banks net interest margin. Accordingly, on balance, interest rate risk was a neutral factor in our adjustment for profitability, growth and viability of earnings. |
|
Credit Risk. The impact of future credit losses is considered to be nominal for the Bank and only marginally higher for the Peer Group, primarily reflecting the greater inherent risk in their higher risk-weight loan portfolios which included a higher level of commercial mortgage and non-mortgage loans as well as multi-family and construction loans. Overall, RP Financial concluded that credit risk was a slight positive factor in our adjustment for profitability, growth and viability of earnings for the Bank, the upward assessment was mitigated by the fact that the Peer Group also maintained very strong asset quality and had a limited history of credit-related losses. |
|
Earnings Growth Potential. Several factors were considered in assessing earnings growth potential. First, the Bank currently maintains lower yields and spread than the Peer Group, which would tend to a continuation of the Banks lower net interest margin going forward. Second, the infusion of stock proceeds will provide the Bank with for favorable growth potential through leverage as currently maintained by the Peer Group. At the same time, the Bank has had ample capacity to grow in the recent past and has been unable to achieve meaningful assets growth. Overall, earnings growth potential was considered to be similar to the Peer Group notwithstanding the Banks stronger pro forma capital position and thus, earnings growth potential was a neutral factor in our adjustment for profitability, growth and viability of earnings. |
|
Return on Equity. Currently, the Banks core ROE is lower than the Peer Groups core ROE. As the result of the increase in equity that will be realized from the infusion of net stock proceeds into the Companys equity, the Companys pro forma return equity on a core earnings basis will be lower than the Peer Groups core ROE. Accordingly, this was a negative factor in the adjustment for profitability, growth and viability of earnings. |
On balance, CFSB Bancorps pro forma earnings strength was considered to be less favorable than the Peer Groups and, thus, a moderate downward adjustment was applied for profitability, growth and viability of earnings.
3. |
Asset Growth |
Comparative asset growth rates for the Bank and the Peer Group showed a 9.75% annual increase in the Banks assets over the most recent 12 month period, versus average and median increases of 7.88% and 6.55% over the most recent 12 month period for the Peer Group. Importantly, the fiscal stimulus in the COVID pandemic environment has resulted in an influx of funds for many financial institutions in excess of loan demand. In this regard, the Banks loan portfolio shrank by 3% in the most recent fiscal year while the Peer Group realized growth of less than 1% over the corresponding timeframe. Overall, the Banks recent asset growth trends would
RP® Financial, LC. |
VALUATION ANALYSIS IV.6 |
tend to be viewed as comparable relative to the Peer Groups asset growth trends in terms of supporting future earnings growth. On a pro forma basis, the Banks tangible equity-to-assets ratio will be higher than the Peer Groups tangible equity-to-assets ratio, providing the Bank with greater leverage capacity as maintained by the Peer Group. On balance, no adjustment was applied for asset growth.
4. |
Primary Market Area |
The general condition of an institutions market area has an impact on value, as future success is in part dependent upon opportunities for profitable activities in the local market served. Colonial serves the Boston Metropolitan Areas focusing on areas south of Boston in Norfolk County, Massachusetts through the headquarters office and three full-service branches. Within this market, the Bank faces significant competition for loans and deposits from both community-based institutions and larger regional financial institutions, which provide a broader array of services and have significantly larger branch networks. However, the Peer Group companies by virtue of their relatively comparable size relative to Colonial also face numerous and/or large competitors.
Demographic and economic trends and characteristics in the Banks primary market area are presented in Exhibit III-3 along with Peer Group comparable data. In this regard, the total population of Norfolk County is slightly higher than the average and median primary market areas of the Peer Group. In addition, the historical and projected population growth rate in Norfolk County is slightly higher than the Peer Group average over the 2015-2021 and 2021-2026 periods. While these demographic trends are slightly more favorable for the Bank, the per capita income level in Norfolk County ($60,544 as of 2021) is well above the average and median of the Peer Groups markets. As a percentage of the state average, Norfolk County is also above the average and median of the Peer Group. The deposit market share exhibited by the Bank in Norfolk County is below the Peer Group average and median, indicative of the larger market within which the Bank operates, while several of the Peer Group members operate in smaller demographic areas. As shown in Table 4.1, the average unemployment rate for the primary market area counties served by the Peer Group companies was modestly higher than the unemployment rate reflected for Norfolk County. On balance, we concluded that a slight upward adjustment was appropriate for the Banks market area.
RP® Financial, LC. |
VALUATION ANALYSIS IV.7 |
Table 4.1
Peer Group Market Area Unemployment Rates
Colonial FSB
County |
Unemployment
Rate June 2021 |
|||||
Colonial Bancorp, Inc. |
Norfolk, MA | 4.9 | % | |||
Peer Group Average |
5.4 | % | ||||
Peer Group |
||||||
CBM Bancorp, Inc. |
Baltimore, MD | 6.5 | % | |||
Cincinnati Bancorp, Inc. |
Hamilton, OH | 6.1 | % | |||
Elmira Savings Bank |
Chemung, NY | 5.6 | % | |||
FFBW, Inc. |
Waukesha, WI | 3.8 | % | |||
Generations Bancorp NY, Inc. |
Seneca, NY | 5.1 | % | |||
HMN Financial, Inc. |
Olmsted, MN | 3.7 | % | |||
HV Bancorp, Inc. |
Bucks, PA | 5.3 | % | |||
IF Bancorp, Inc. |
Iroquois, IL | 4.7 | % | |||
Mid-Southern Bancorp, Inc. |
Washington, IN | 4.0 | % | |||
Prudential Bancorp, Inc. |
Philadelphia, PA | 9.4 | % | |||
Randolph Bancorp, Inc. |
Norfolk, MA | 4.9 | % | |||
WVS Financial Corp. |
Allegheny, PA | 6.0 | % |
Source: S&P Global Market Intelligence.
5. |
Dividends |
At this time the Company has not established a dividend policy. Future declarations of dividends by the Board of Directors will depend upon a number of factors, including investment opportunities, growth objectives, financial condition, profitability, tax considerations, minimum capital requirements, regulatory limitations, stock market characteristics and general economic conditions.
Five out of the twelve Peer Group companies pay regular cash dividends, with implied dividend yields ranging from 0.78% to 4.33`%. The average dividend yield on the stocks of the Peer Group institutions equaled 2.23% as of August 20, 2021, reflecting the yield of the five
RP® Financial, LC. |
VALUATION ANALYSIS IV.8 |
companies which have a regular dividend policy. Comparatively, as of August 20, 2021, the average dividend yield on the stocks of all fully-converted publicly-traded thrifts equaled 2.16%.
Our valuation adjustment for dividends for CFSB Bancorp also considered the regulatory policy with regard to payment of dividends to the MHC. Under current FRB policy, any dividends declared by the Company would be required to be paid to all shareholders. Accordingly, dividends paid by the Company would increase the amount of assets held by the MHC, after adjusting for applicable income taxes, and, thereby, increase the implied dilution incurred by the minority shareholders in a second-step conversion pursuant to the calculation to account for net assets held by the MHC in a second-step offering.
Overall, while the Company has not established a definitive dividend policy prior to its stock offering, the Companys capacity to pay a dividend comparable to the Peer Groups average dividend yield is viewed as not as strong based on the Companys pro forma earnings. Furthermore, dividend payments retained by the MHC would increase the implied dilution to minority shareholders in a second-step offering, whereas the fully converted peer group companies do not have this issue. On balance, we concluded that a slight downward adjustment was warranted for purposes of the Companys dividend policy.
6. |
Liquidity of the Shares |
The Peer Group is by definition composed of companies that are traded in the public markets. All ten of the Peer Group members trade on the NASDAQ system. 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 $25.3 million to $109.9 million as of August 20, 2021, with average and median market values of $61.2 million and $48.8 million, respectively. The shares issued and outstanding of the Peer Group companies ranged from 1.7 million to 7.8 million, with average and median shares outstanding of 3.8 million and 4.0 million, respectively. The Companys stock offering is expected to have a pro forma public market value that will be less than the lower end of the Peer Groups range of market values and also be less than the lower end of the range of shares outstanding reported for the Peer Group companies.
Similar to the Peer Group companies, the Companys stock will not be quoted on the NASDAQ following the stock offering. Overall, we anticipate that the Companys public stock will have slightly more limited liquidity than the Peer Group based on the market value and shares
RP® Financial, LC. |
VALUATION ANALYSIS IV.9 |
outstanding of the public shares. Accordingly, we concluded that a slight downward adjustment was necessary for this factor.
7. |
Marketing of the Issue |
Three separate markets exist for thrift stocks: (1) the after-market for public companies, both fully-converted stock companies and MHCs, in which trading activity is regular and investment decisions are made based upon financial condition, earnings, capital, ROE, dividends and future prospects; (2) the new issue market in which converting thrifts are evaluated on the basis of the same factors but on a pro forma basis without the benefit of prior operations as a publicly-held company and stock trading history; and (3) the thrift acquisition market. All three of these markets were considered in the valuation of the Companys to-be-issued stock.
A. |
The Public Market |
The value of publicly-traded thrift stocks is easily measurable, and is tracked by most investment houses and related organizations. Exhibit IV-1 provides pricing and financial data on all publicly-traded thrifts. In general, thrift stock values react to market stimuli such as interest rates, inflation, perceived industry health, projected rates of economic growth, regulatory issues and stock market conditions in general. Exhibit IV-2 displays historical stock market trends for various indices and includes historical stock price index values for thrifts and commercial banks. Exhibit IV-3 displays various stock price indices as of August 20, 2021.
In terms of assessing general stock market conditions, the performance of the overall stock market has generally shown an upward trend in recent quarters. 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 Trumps 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 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
RP® Financial, LC. |
VALUATION ANALYSIS IV.10 |
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 Congresss 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. All three major U.S. stock indexes closed at record highs going into mid-February, as expectations of a new round of stimulus aid, strong corporate earnings and progress with the rollout of the Covid-19 vaccine fueled stock market gains. The DJIA closed at a new record high at the conclusion of the Federal Reserves policy meeting on February 24th, as the Federal Reserve signaled that it was committed to keeping east-monetary policies unchanged. Led by a decline in technology shares, stocks retreated at the end of February on inflation concerns and rising Treasury yields. The DJIA surged to several record highs during the first half of March, as investors rotated into cyclical stocks following a stronger-than-expected employment report for February and progress on a new stimulus bill. Comparatively, with long-term Treasury yields
RP® Financial, LC. |
VALUATION ANALYSIS IV.11 |
continuing to rise, the NASDAQ fell into correction territory in the second week of March. After the Federal Reserve pledged to maintain its easy-money policies, the DJIA closed above 33000 for the first time heading into the second half of March. As long-term Treasury yields continued to rise, technology and other high growth stocks experienced further selling pressure heading into the second half of March. Stocks retreated going into late-March and then rallied on signs that the U.S. economy was positioned for a period of rapid growth. For the first quarter overall, the DJIA was up 7.8%, the S&P 500 gained 5.8% and the NASDAQ added 2.8%.
Led by rebound in technology stocks, the S&P 500 closed above 4000 for the first time at the start of the second quarter of 2021. March jobs data, which showed stronger-than-expected job growth, and a rebound in March service sector activity powered the DJIA and S&P 500 to record highs in the second week of April, as investors bet that economic growth would pick up with more people getting Covid-19 vaccines and increased government spending. Some strong first quarter earnings reports pushed the DJIA and S&P 500 to more record highs in mid-April, which was followed by stocks trading lower across all sectors heading into the second half of April. Stocks traded unevenly heading into the last week of April, as investors weighed fresh evidence that a strong economic recovery was underway against rising Covid-19 infection levels in some countries and consideration by the Biden administration to raise capital gain taxes. For the month of April, the DJIA, S&P 500 and NASDAQ posted monthly gains of 2.7%, 5.2% and 5.4% respectively.
Economically sensitive shares led the stock market higher at the start of May, as investors reacted to data showing economic growth was picking up and continuation of a strong earnings season. A lackluster April jobs report sparked a rebound in technology shares and other growth stocks, while the DJIA and S&P 500 closed at record highs on May 7th. Stock market turbulence prevailed heading into mid-May, with the broader stock market selling off after a sharp increase in April consumer prices heightened inflation concerns and then ended the week rallying higher. Economically sensitive shares led the market lower going in the second half of May, as the Federal Reserve signaled an eventual shift away from its easy-money pandemic policies amid evidence of mounting inflation and a robust economic recovery. Two consecutive weeks of initial weekly jobless claims hitting new pandemic lows contributed to stocks rallying in late-May, with the DJIA and S&P 500 recording gains for the month of May versus a slight decline in the NASDAQ and, thereby, snapping a six-month winning streak.
RP® Financial, LC. |
VALUATION ANALYSIS IV.12 |
Stocks closed out the first week of June 2021 edging higher after the May employment report showed the labor market continued its slow recovery. Losses in the financial, industrial and consumer sectors weighed on the broader stock market heading into mid-June, as investors balanced their confidence in the economy reopening against the risks of rising inflation, supply-chain problems and the possibility of higher taxes. Rate-hike worries fueled a sell-off following the Federal Reserves mid-June policy meeting, in which the Federal Reserve signaled that they expected to raise interest rates by late-2023, sooner than they had previously anticipated. Stocks rebounded in the second half of June, with the major U.S. stock indexes closing out the second quarter at or near record highs driven by data signaling acceleration in the world economy and optimism over additional fiscal stimulus in the form of a $1 trillion infrastructure plan.
All three major U.S. stock indexes closed at new highs at the start of the third quarter of 2021, as the June jobs report confirmed that the U.S. economy continued to recover at a healthy clip. Concerns about inflation and the rapid spread of the Covid-19 Delta variant contributed to snapping a three-week winning streak for U.S. stocks in mid-July. A string of strong second quarter earnings reports helped stocks rebound to new highs heading into late-July, with all three major U.S. stock indexes finishing with gains for the month of July. A generally positive trend in the broader stock market was sustained through the first week of August, as the July employment report indicated that the economy was continuing to rebound. Passage of an infrastructure bill by the Senate and generally strong second quarter earnings helped to propel the Dow Jones Industrial Average (DJIA) and S&P 500 to more record highs in the second week of August. On August 20, 2021, the DJIA closed at 35120.08 or 14.7% higher since the beginning of the year and the NASDAQ closed at 14714.66 or 14.8% higher since the beginning of the year.
The market for thrift stocks has also generally been positive in recent quarters. The positive trend in thrift stocks realized since the market selloff with the emergence of the COVID-19 pandemic continued into the latter half of 2020 with trends reflecting the markets expectations regarding earnings and inflation. 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.
RP® Financial, LC. |
VALUATION ANALYSIS IV.13 |
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 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. Expectations of more stimulus, some positive economic reports and rising bond yields contributed to thrift shares trading higher going into late-February. After trading lower in late-February on inflation concerns, thrift shares rallied during the first half of March. The SNL Thrift Index for all publicly-traded thrifts was up 9.1% during the first half of March, as investors rotated into economically shares on signs that the U.S. economy was gaining traction in light of the favorable jobs report for March, the signing of a $1.9 trillion relief package and more people getting vaccinated. Thrift shares pulled back towards the close of the first quarter on concerns about the strength of the economic recovery, the Federal Reserves ending of a yearlong reprieve that eased capital requirements for big banks and a large investment fund unwound billions of dollars in holdings.
Strong job growth reflected in the March employment data and an improving economic outlook propelled thrift stocks higher at the start of the second quarter of 2021. Despite favorable first quarter earnings posted by Wall Streets big banks, financial shares edged lower in mid-April as investors focused on the lack of loan growth and net interest margins coming under further pressure. A pick-up in bank merger activity contributed to financial shares trading higher
RP® Financial, LC. |
VALUATION ANALYSIS IV.14 |
going into the last week of April, which was followed by thrift shares pulling back in the last week of April on signs that inflation was accelerating. Signs that economic growth was accelerating helped to lift thrift shares in early-May. After spiking lower on signs that inflation was heating up, thrift shares powered higher to close out the second week of trading in May as investors saw value in bank stocks that underperformed the broader stock market during 2020 and were trading at relatively low P/E multiples compared to the S&P 500. After financial shares retreated in late-May, as the Federal Reserves top supervisory official came under criticism during his semi-annual congressional testimony, bank and thrift stocks traded higher to closeout May and the start of June on news that initial weekly jobless claims hit a new pandemic low for a second consecutive week.
Weaker-than-expected job growth reflected in the May employment report translated into financial shares edging lower to close out the first week of June 2021. With data showing another leap in May consumer prices, concerns of rising inflation pressured financial shares lower in the second week of June. Financial shares retreated further heading into the second half of June, as investors reacted to the Federal Reserve projecting higher interest rates sooner than expected and an unexpected rise in weekly jobless claims. Progress in negotiations towards reaching an agreement on infrastructure legislation boosted financial shares in late-June, which was followed by a sell-off in financial shares going into start of the third quarter on growing concerns about the economic recovery amid the spread of the Delta coronavirus variant.
Financial shares posted gains following Congressional testimony by the Federal Reserve Chairman in mid-July 2021, where he told members of Congress that inflation would moderate and that the central bank planned to maintain its current monetary policies. Following a pullback heading into the second half of July, financial shares traded higher in late-July as the Federal Reserve concluded its policy meeting maintaining its target rate near zero and hinted that it could start tapering bond purchases. Concerns that the pandemic recovery might be faltering pressured financial shares lower at the start of August, which was followed by bank and thrift stocks rebounding on the favorable employment numbers reported for July. Financial shares stabilized during into the latter part of August. On August 20, 2021, the KBW Nasdaq Regional Bank Index closed at 117.3, an increase of 24% since the beginning of the year.
RP® Financial, LC. |
VALUATION ANALYSIS IV.15 |
B. |
The New Issue Market |
In addition to thrift stock market conditions in general, the new issue market for converting thrifts is also an important consideration in determining the Companys 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 often reflects 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, there have been four standard conversions, four second step conversion and no mutual holding company offerings completed in the last three months. However, the minority stock offering by Marathon Bancorp of Wisconsin completed in April 2021 was included in the tabular presentation since it is particularly relevant to Colonials proposed transaction. Marathon Bancorps offering was comparatively smaller at $10 million and closed at a pro forma fully converted P/TB ratio equal to 55.8% and was trading at 6% above its IPO price as of August 20, 2021. In addition, we gave consideration to the three smaller standard conversion offerings involving institutions with total assets of less than $1 billion, which closed at an average P/TB ratio of 59.2%.
RP® Financial, LC. |
VALUATION ANALYSIS IV.16 |
Table 4.2
Pricing Characteristics and After-Market Trends
Conversions Completed in Trailing 12 Months
Institutional Information | Pre-Conversion Data | Offering Information | Pro Forma Data | Post-IPO Pricing Trends | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Info. | Asset Quality | Pricing Ratios(2)(5) | Financial Charac. | Closing Price: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Excluding Foundation |
First
Trading Day |
After
First Month(4) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Institution |
Conversion Date |
Ticker |
Assets |
Equity/
Assets |
NPAs/
Assets |
Res.
Cov. |
Gross
Proc. |
%
Offer |
% of
Mid. |
Exp./
Proc. |
P/TB |
Core
P/E |
P/A |
Core
ROA |
TE/
A |
Core
ROE |
IPO
Price |
%
Chg |
%
Chg |
Thru
8/20/2021 |
%
Chg |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
($Mil) | (%) | (%) | (%) | ($Mil.) | (%) | (%) | (%) | (%) | (x) | (%) | (%) | (%) | (%) | ($) | ($) | (%) | ($) | (%) | ($) | (%) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Standard Conversions |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TC Bancshares, Inc., GA |
7/21/21 | TCBC-NASDAQ | $ | 364 | 11.14 | % | 0.62 | % | 188 | % | $ | 49.0 | 100 | % | 104 | % | 2.7 | % | 59.5 | % | NM | 12.1 | % | 0.1 | % | 20.3 | % | 0.3 | % | $ | 10.00 | $ | 12.11 | 21.1 | % | $ | 12.89 | 28.9 | % | $ | 12.89 | 28.9 | % | |||||||||||||||||||||||||||||||||||||||||||||
Blue Foundry Bancorp, NJ* |
7/16/21 | BLFY-NASDAQ | $ | 1,948 | 9.76 | % | 0.66 | % | 130 | % | $ | 277.7 | 100 | % | 132 | % | 1.6 | % | 66.2 | % | NM | 13.0 | % | -0.6 | % | 19.7 | % | -3.2 | % | $ | 10.00 | $ | 12.90 | 29.0 | % | $ | 13.39 | 33.9 | % | $ | 13.50 | 35.0 | % | |||||||||||||||||||||||||||||||||||||||||||||
Texas Community Bancshares, Inc, TX |
7/16/21 | TCBS-NASDAQ | $ | 317 | 10.03 | % | 0.37 | % | 162 | % | $ | 32.1 | 100 | % | 89 | % | 4.3 | % | 56.2 | % | 99.0 | x | 9.5 | % | 0.1 | % | 16.9 | % | 0.6 | % | $ | 10.00 | $ | 15.08 | 50.8 | % | $ | 15.29 | 52.9 | % | $ | 15.45 | 54.5 | % | ||||||||||||||||||||||||||||||||||||||||||||
PB Bankshares, Inc., PA* |
7/15/21 | PBBK-NASDAQ | $ | 281 | 7.76 | % | 0.83 | % | 125 | % | $ | 27.8 | 100 | % | 132 | % | 4.9 | % | 61.9 | % | NM | 9.1 | % | 0.0 | % | 14.8 | % | -0.1 | % | $ | 10.00 | $ | 13.08 | 30.8 | % | $ | 12.90 | 29.0 | % | $ | 13.25 | 32.5 | % | |||||||||||||||||||||||||||||||||||||||||||||
Averages - Standard Conversions: | $ | 727 | 9.67 | % | 0.62 | % | 151 | % | $ | 96.6 | 100 | % | 114 | % | 3.4 | % | 61.0 | % | 99.0 | x | 10.9 | % | -0.1 | % | 17.9 | % | -0.6 | % | $ | 10.00 | $ | 13.29 | 32.9 | % | $ | 13.62 | 36.2 | % | $ | 13.77 | 37.7 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Medians - Standard Conversions: | $ | 340 | 9.90 | % | 0.64 | % | 146 | % | $ | 40.5 | 100 | % | 118 | % | 3.5 | % | 60.7 | % | 99.0 | x | 10.8 | % | 0.0 | % | 18.3 | % | 0.1 | % | $ | 10.00 | $ | 12.99 | 29.9 | % | $ | 13.14 | 31.4 | % | $ | 13.38 | 33.8 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Second Step Conversions |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Magyar Bancorp, Inc., NJ* |
7/15/21 | MGYR-NASDAQ | $ | 759 | 7.84 | % | 1.43 | % | 79 | % | $ | 39.1 | 55 | % | 115 | % | 3.9 | % | 76.9 | % | 19.0 | x | 9.0 | % | 0.5 | % | 11.7 | % | 4.0 | % | $ | 10.00 | $ | 10.94 | 9.4 | % | $ | 10.23 | 2.3 | % | $ | 10.57 | 5.7 | % | ||||||||||||||||||||||||||||||||||||||||||||
Cullman Bancorp, Inc., AL |
7/15/21 | CULL-NASDAQ | $ | 334 | 16.95 | % | 0.20 | % | 1012 | % | $ | 43.1 | 58 | % | 132 | % | 3.7 | % | 77.4 | % | 22.5 | x | 19.9 | % | 0.9 | % | 25.6 | % | 3.4 | % | $ | 10.00 | $ | 11.40 | 14.0 | % | $ | 11.46 | 14.6 | % | $ | 11.49 | 14.9 | % | ||||||||||||||||||||||||||||||||||||||||||||
1895 Bancorp of Wisconsin, Inc., WI |
7/15/21 | BCOW-NASDAQ | $ | 517 | 11.60 | % | 0.24 | % | 217 | % | $ | 35.4 | 55 | % | 115 | % | 5.0 | % | 71.6 | % | 56.4 | x | 11.7 | % | 0.2 | % | 16.4 | % | 1.3 | % | $ | 10.00 | $ | 11.15 | 11.5 | % | $ | 10.74 | 7.3 | % | $ | 10.90 | 9.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
NorthEast Community Bancorp, Inc., NY* |
7/13/21 | NECB-NASDAQ | $ | 966 | 16.30 | % | 0.58 | % | 143 | % | $ | 97.9 | 60 | % | 96 | % | 2.5 | % | 68.2 | % | 14.9 | x | 15.6 | % | 1.1 | % | 22.9 | % | 4.6 | % | $ | 10.00 | $ | 10.61 | 6.1 | % | $ | 10.06 | 0.6 | % | $ | 10.07 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||||||||
Averages - Second Step Conversions: | $ | 644 | 13.17 | % | 0.61 | % | 363 | % | $ | 53.9 | 57 | % | 114 | % | 3.8 | % | 73.5 | % | 28.2 | x | 14.0 | % | 0.7 | % | 19.2 | % | 3.3 | % | $ | 10.00 | $ | 11.02 | 10.2 | % | $ | 10.62 | 6.2 | % | $ | 10.76 | 7.6 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Medians - Second Step Conversions: | $ | 638 | 13.95 | % | 0.41 | % | 180 | % | $ | 41.1 | 57 | % | 115 | % | 3.8 | % | 74.2 | % | 20.8 | x | 13.7 | % | 0.7 | % | 19.7 | % | 3.7 | % | $ | 10.00 | $ | 11.04 | 10.4 | % | $ | 10.48 | 4.8 | % | $ | 10.73 | 7.3 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Mutual Holding Companies |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Marathon Bancorp, Inc., WI* |
4/20/21 | MBBC-OTCPink | $ | 174 | 12.39 | % | 0.22 | % | 562 | % | $ | 10.0 | 45 | % | 124 | % | 12.2 | % | 55.8 | % | 35.4 | x | 11.6 | % | 0.4 | % | 16.0 | % | 2.6 | % | $ | 10.00 | $ | 10.10 | 1.00 | % | $ | 10.27 | 2.7 | % | $ | 10.60 | 6.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
Averages - MHC Conversions: |
$ | 174 | 12.39 | % | 0.22 | % | 562 | % | $ | 10.0 | 45 | % | 124 | % | 12.2 | % | 55.8 | % | 35.4 | x | 11.6 | % | 0.4 | % | 16.0 | % | 2.6 | % | $ | 10.00 | $ | 10.10 | 1.0 | % | $ | 10.27 | 2.7 | % | $ | 10.60 | 6.0 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Medians - MHC Conversions: |
$ | 174 | 12.39 | % | 0.22 | % | 562 | % | $ | 10.0 | 45 | % | 124 | % | 12.2 | % | 55.8 | % | 35.4 | x | 11.6 | % | 0.4 | % | 16.0 | % | 2.6 | % | $ | 10.00 | $ | 10.10 | 1.0 | % | $ | 10.27 | 2.7 | % | $ | 10.60 | 6.0 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Averages - All Conversions: | $ | 629 | 11.53 | % | 0.57 | % | 291 | % | $ | 68.0 | 75 | % | 115 | % | 4.5 | % | 66.0 | % | 41.2 | x | 12.4 | % | 0.3 | % | 18.2 | % | 1.5 | % | $ | 10.00 | $ | 11.93 | 19.3 | % | $ | 11.91 | 19.1 | % | $ | 12.08 | 20.8 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Medians - All Conversions: | $ | 364 | 11.14 | % | 0.58 | % | 162 | % | $ | 39.1 | 60 | % | 115 | % | 3.9 | % | 66.2 | % | 29.0 | x | 11.7 | % | 0.2 | % | 16.9 | % | 1.3 | % | $ | 10.00 | $ | 11.40 | 14.0 | % | $ | 11.46 | 14.6 | % | $ | 11.49 | 14.9 | % |
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. |
(2) |
Does not take into account the adoption of SOP 93-6. |
(3) |
Latest price if offering is less than one week old. |
(4) |
Latest price if offering is more than one week but less than one month old. |
(5) |
Mutual holding company pro forma data on full conversion basis. |
(6) |
Simultaneously completed acquisition of another financial institution. |
(7) |
Simultaneously converted to a commercial bank charter. |
(8) |
Former credit union. |
8/20/2021
RP® Financial, LC. |
VALUATION ANALYSIS IV.17 |
C. |
The Acquisition Market |
Also considered in the valuation was the potential impact on CFSB Bancorps stock price of recently completed and pending acquisitions of other savings institutions operating in Massachusetts. As shown in Exhibit IV-4, there have been 22 bank and thrift acquisitions completed from the beginning of 2017 through year-to-date 2021, of which 12 involved savings institutions. In addition, there are currently 2 pending acquisitions for Massachusetts financial institutions, including 1 savings institution. To the extent that speculation of a re-mutualization may impact the Companys valuation, we have largely taken this into account in selecting companies for the Peer Group which operate in markets that have experienced a comparable level of acquisition activity as the Companys market and, thus, are subject to the same type of acquisition speculation that may influence the Companys stock. However, since converting thrifts are subject to a three-year regulatory moratorium from being acquired, acquisition speculation in the Companys stock would tend to be less compared to the stocks of the Peer Group companies. Furthermore, in comparison to the stocks of the fully-converted Peer Group companies, the degree of acquisition speculation in the Companys stock is also viewed to be relatively more limited since there will be fewer potential acquirers for the Companys stock as a re-mutualization transaction can only be completed by a mutual institution or an institution in the MHC form of ownership. Additionally, there tends to be less acquisition speculation in the stocks of publicly-traded MHCs in general, given the majority of the shares are held by the MHC rather than public shareholders which own 100% of the shares of the fully-converted Peer Group companies. Accordingly, the Peer Group companies are considered to be subject to a greater degree of acquisition speculation relative to the acquisition speculation that may influence the Companys trading price.
* * * * * * * * * * *
In determining our valuation adjustment for marketing of the issue, we considered trends in both the overall thrift market, the new issue market including the new issue market for MHC shares and the local acquisition market for thrift stocks. Taking these factors and trends into account, RP Financial concluded that a slight downward adjustment was appropriate in the valuation analysis for purposes of marketing of the issue.
RP® Financial, LC. |
VALUATION ANALYSIS IV.18 |
8. |
Management |
Colonials management team appears to have experience and expertise in all of the key areas of the Banks operations. Exhibit IV-5 provides summary resumes of the Banks Board of Directors and senior management. The financial characteristics of the Bank suggest that the Board and senior management have been effective in implementing an operating strategy that can be well managed by the Banks present organizational structure. The Bank currently does not have any senior management positions that are vacant.
Similarly, the returns, capital 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 federally-insured savings institution operating in the MHC form of ownership, CFSB Bancorp and Colonial Bank will be operating in substantially the same regulatory environment as the Peer Group members all of whom are adequately capitalized institutions and are operating with no apparent restrictions. Exhibit IV-6 reflects the Banks pro forma regulatory capital ratios. Accordingly, no adjustment has been applied for the effect of government regulation and regulatory reform.
Summary of Adjustments
Overall, based on the factors discussed above, we concluded that the Companys pro forma market value should reflect the following valuation adjustments relative to the Peer Group:
RP® Financial, LC. |
VALUATION ANALYSIS IV.19 |
Table 4.3
Valuation Adjustments
Key Valuation Parameters: |
Valuation Adjustment |
|
Financial Condition | Slight Upward | |
Profitability, Growth and Viability of Earnings | Moderate Downward | |
Asset Growth | No Adjustment | |
Primary Market Area | Slight Upward | |
Dividends | Slight Downward | |
Liquidity of the Shares | Slight Downward | |
Marketing of the Issue | Slight Downward | |
Management | No Adjustment | |
Effect of Government Regulations and Regulatory Reform | No Adjustment |
Valuation Approaches: Fully-Converted Basis
In applying the accepted valuation methodology promulgated by the FDIC, the FRB and the Department, i.e., the pro forma market value approach, we considered the three key pricing ratios in valuing the Companys 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 Banks prospectus for the reinvestment rate, effective tax rate, stock benefit plan assumptions, the Foundation and offering expenses (summarized in Exhibits IV-9 and IV-10). The assumptions utilized in the pro forma analysis in calculating the Companys full conversion value were consistent with the assumptions utilized for the minority stock offering, except expenses were to include certain stock-related 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, recent conversions and publicly-traded MHCs on a fully-converted basis.
RP Financials valuation placed an emphasis on the following:
|
P/E Approach. The P/E approach is generally the best indicator of long-term value for a stock. Given the similarities between the Companys and the Peer Groups earnings composition and overall financial condition, the P/E approach was carefully considered in this valuation. At the same time, recognizing that (1) the earnings multiples will be evaluated on a pro forma fully-converted basis for the Company; and (2) the Peer Group on average has had the opportunity |
RP® Financial, LC. |
VALUATION ANALYSIS IV.20 |
to realize the benefit of reinvesting net conversion proceeds, we also gave weight to the other valuation approaches. |
|
P/B Approach. P/B ratios have generally served as a useful benchmark in the valuation of thrift stocks, particularly in the context of an initial public offering, as the earnings approach involves assumptions regarding the use of proceeds. RP Financial considered the P/B approach to be a valuable indicator of pro forma value taking into account the pricing ratios under the P/E and P/A approaches. We have also modified the P/B approach to exclude the impact of intangible assets (i.e., price/tangible book value or P/TB), in that the investment community frequently makes this adjustment in its evaluation of this pricing approach. |
|
P/A Approach. P/A ratios are generally a less reliable indicator of market value, as investors typically assign less weight to assets and attribute greater weight to book value and earnings. Furthermore, this approach as set forth in the regulatory valuation guidelines does not take into account the amount of stock purchases funded by deposit withdrawals, thus understating the pro forma P/A ratio. At the same time, the P/A ratio is an indicator of franchise value, and, in the case of highly capitalized institutions, high P/A ratios may limit the investment communitys willingness to pay market multiples for earnings or book value when ROE is expected to be low. |
The Company will adopt Employers Accounting for Employee Stock Ownership Plans (ASC 718-40), which will cause earnings per share computations to be based on shares issued and outstanding excluding unreleased ESOP shares. For purposes of preparing the pro forma pricing analyses, we have reflected all shares issued in the offering, including all ESOP shares, to capture the full dilutive impact, particularly since the ESOP shares are economically dilutive, receive dividends and can be voted. However, we did consider the impact of ASC 718-40 in the valuation.
Based on the application of the three valuation approaches, taking into consideration the valuation adjustments discussed above, RP Financial concluded that as of August 20, 2021, the pro forma market value of CFSB Bancorps full conversion offering equaled $50,000,000 at the midpoint, equal to 5,000,000 shares at $10.00 per share.
Basis of Valuation - Fully-Converted Pricing Ratios
1. Price-to-Earnings (P/E). The application of the P/E valuation method requires calculating the Companys pro forma market value by applying a valuation P/E multiple (fully-converted basis) to the pro forma earnings base. In applying this technique, we considered both reported earnings and a recurring earnings base, that is, earnings adjusted to exclude any one-
RP® Financial, LC. |
VALUATION ANALYSIS IV.21 |
time non-operating items, plus the estimated after-tax earnings benefit of the reinvestment of the net proceeds. For the 12 months ended June 30, 2021, Colonial recorded net income of $1,392,000. Based on the Banks audited financial statements, there were no non-operating income or expense items during the most recent 12-month period and thus core earnings were deemed to be equal to reported earnings.
Based on Colonials reported and core earnings and incorporating the impact of the pro forma assumptions discussed previously, the Companys pro forma reported and core P/E multiples (fully-converted basis) at the $50.0 million midpoint value equaled 54.58 times each, which provided for premiums of 371% and 313% relative to the Peer Groups average reported and core P/E multiples of 11.58 times and 13.21 times, respectively (see Table 4.4). In comparison to the Peer Groups median reported and core earnings multiples which equaled 10.04 times and 10.05 times, respectively, the Companys pro forma reported and core P/E multiples (fully-converted basis) at the midpoint value indicated premiums of 443% and 444%, respectively. the Companys pro forma fully-converted P/E ratios based on reported and core earnings at the minimum and the super maximum equaled 43.10x and 86.37x, respectively.
On an MHC reported basis, the Companys reported and core P/E multiples at the midpoint value of $50.0 million equaled 41.67 times (see Table 4.5). The Companys reported and core P/E multiples provided for premiums of 260% and 216% relative to the Peer Groups average reported and core P/E multiples of 11.58 times and 13.17 times, respectively. In comparison to the Peer Groups median reported and core earnings multiples which equaled 10.04 times and 10.05 times, respectively, the Companys pro forma reported and core P/E multiples (MHC basis) at the midpoint value indicated premiums of 315%. The Companys pro forma MHC P/E ratios based on reported and core earnings at the minimum and the super maximum equaled 34.48x and 58.82x, respectively.
2. Price-to-Book (P/B). The application of the P/B valuation method requires calculating the Companys pro forma market value by applying a valuation P/B ratio, as derived from the Peer Groups P/B ratio, to CFSB Bancorps pro forma book value (fully-converted basis). Based on the $50.0 million midpoint valuation, CFSB Bancorps pro forma P/B and P/TB ratios (fully-converted basis) both equaled 55.68%. In comparison to the average P/B and P/TB ratios for the Peer Group of 90.73% and 93.00%, respectively, the Companys ratios reflected a discount of 38.6% on a P/B basis and a discount of 40.1% on a P/TB basis. In comparison to the Peer
RP® Financial, LC. |
VALUATION ANALYSIS IV.22 |
Table 4.4
CFSB Bancorp Public Market Pricing Versus Peer Group (Fully Converted Basis)
As of August 20, 2021
Market | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capitalization | Per Share Data | Dividends(4) | Financial Characteristics(6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price/
Share(1) |
Market
Value |
Core
12 Month EPS(2) |
Book
Value/ Share |
Pricing Ratios(3) |
Amount/
Share |
Yield |
Payout
Ratio |
Total
Assets |
Equity/
Assets |
Tang. Eq./
T. Assets |
NPAs/
Assets |
Reported (5) | Core (5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
P/E | P/B | P/A | P/TB |
P/
Core |
ROAA | ROAE | ROAA | ROAE | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
($) | ($Mil) | ($) | ($) | (x) | (%) | (%) | (%) | (x) | ($) | (%) | (%) | ($Mil) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Colonial Bancorp, Inc. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supermaximum |
$ | 10.00 | $ | 66.13 | $ | 0.12 | $ | 15.66 | 86.37 | 63.86 | 16.80 | 63.86 | 86.37 | $ | 0.00 | 0.00 | % | 0.00 | % | $ | 394 | 26.31 | 26.31 | 0.00 | 0.19 | 0.74 | 0.19 | 0.74 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum |
$ | 10.00 | 57.50 | 0.15 | 16.73 | 67.96 | 59.77 | 14.88 | 59.77 | 67.96 | $ | 0.00 | 0.00 | % | 0.00 | % | 386 | 24.91 | 24.91 | 0.00 | 0.22 | 0.88 | 0.22 | 0.88 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Midpoint |
$ | 10.00 | 50.00 | 0.18 | 17.96 | 54.58 | 55.68 | 13.16 | 55.68 | 54.58 | $ | 0.00 | 0.00 | % | 0.00 | % | 380 | 23.64 | 23.64 | 0.00 | 0.24 | 1.02 | 0.24 | 1.02 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum |
$ | 10.00 | 42.50 | 0.23 | 19.63 | 43.10 | 50.94 | 11.38 | 50.94 | 43.10 | $ | 0.00 | 0.00 | % | 0.00 | % | 374 | 22.33 | 22.33 | 0.00 | 0.26 | 1.18 | 0.26 | 1.18 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
All Publicly-Traded, Fully Converted Savings Institutions |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Averages |
$ | 24.78 | $ | 523.83 | $ | 2.21 | $ | 66.56 | 12.36 | 110.06 | % | 13.42 | % | 123.03 | % | 13.12 | $ | 0.46 | 2.18 | % | 48.19 | % | $ | 3,876 | 12.54 | % | 11.47 | % | 0.60 | % | 1.05 | % | 7.85 | % | 1.07 | % | 8.36 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Medians |
$ | 15.84 | $ | 164.15 | $ | 1.23 | $ | 17.12 | 11.63 | 102.30 | % | 12.52 | % | 109.31 | % | 11.78 | $ | 0.40 | 2.16 | % | 29.89 | % | $ | 1,384 | 11.44 | % | 10.68 | % | 0.44 | % | 0.92 | % | 7.95 | % | 0.96 | % | 7.94 | % | ||||||||||||||||||||||||||||||||||||||||||||||
State of MA (6) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Averages |
$ | 73.19 | $ | 382.03 | $ | 6.19 | $ | 41.37 | 11.51 | 128.07 | % | 14.78 | % | 132.00 | % | 11.70 | $ | 0.65 | 1.34 | % | 16.19 | % | $ | 2,479 | 12.70 | % | 12.31 | % | 0.69 | % | 1.72 | % | 13.64 | % | 1.64 | % | 12.75 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Medians |
$ | 16.47 | $ | 229.48 | $ | 1.19 | $ | 12.69 | 11.57 | 108.79 | % | 14.48 | % | 121.45 | % | 11.53 | $ | 0.20 | 1.21 | % | 15.06 | % | $ | 2,477 | 13.53 | % | 13.53 | % | 0.93 | % | 1.42 | % | 9.07 | % | 1.42 | % | 9.10 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Peer Group |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Averages |
$ | 16.41 | $ | 61.18 | $ | 1.61 | $ | 18.10 | 11.58 | 90.73 | % | 12.30 | % | 93.00 | % | 13.21 | $ | 0.29 | 1.86 | % | 35.31 | % | $ | 552 | 14.27 | % | 14.03 | % | 0.54 | % | 0.98 | % | 8.30 | % | 0.99 | % | 8.58 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Medians |
$ | 15.07 | $ | 48.81 | $ | 1.74 | $ | 17.44 | 10.04 | 90.88 | % | 10.11 | % | 98.14 | % | 10.05 | $ | 0.32 | 1.80 | % | 35.44 | % | $ | 464 | 11.44 | % | 11.19 | % | 0.51 | % | 0.70 | % | 6.13 | % | 0.73 | % | 6.45 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Peer Group |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CBMB |
CBM Bancorp, Inc. | MD | $ | 14.75 | $ | 48.45 | $ | 0.25 | $ | 14.23 | NM | 103.62 | % | 19.38 | % | 103.62 | % | NM | NA | NA | NA | $ | 250 | 20.08 | % | 20.08 | % | 0.15 | % | 0.36 | % | 1.65 | % | 0.36 | % | 1.65 | % | |||||||||||||||||||||||||||||||||||||||||||||||
CNNB |
Cincinnati Bancorp, Inc. | OH | $ | 14.10 | $ | 41.36 | $ | 1.46 | $ | 14.45 | 9.72 | x | 97.57 | % | 16.56 | % | 97.94 | % | 9.68 | x | NA | NA | NA | $ | 250 | 17.13 | % | 17.08 | % | 0.51 | % | 1.72 | % | 11.34 | % | 1.73 | % | 11.40 | % | |||||||||||||||||||||||||||||||||||||||||||||
ESBK |
Elmira Savings Bank | NY | $ | 13.86 | $ | 49.17 | $ | 1.38 | $ | 17.57 | 10.04 | x | 78.89 | % | 7.58 | % | 98.33 | % | 10.05 | x | $ | 0.60 | 4.33 | % | 43.48 | % | $ | 649 | 9.62 | % | 7.87 | % | NA | 0.73 | % | 7.91 | % | 0.73 | % | 7.97 | % | |||||||||||||||||||||||||||||||||||||||||||
FFBW |
FFBW, Inc. | WI | $ | 11.35 | $ | 72.88 | NA | $ | 13.76 | NM | 82.50 | % | 20.67 | % | 82.50 | % | NA | NA | NA | NA | $ | 353 | 27.44 | % | 27.34 | % | 0.24 | % | 0.66 | % | 2.21 | % | NA | NA | ||||||||||||||||||||||||||||||||||||||||||||||||||
GBNY |
Generations Bancorp NY, Inc. | NY | $ | 10.28 | $ | 25.26 | $ | 0.38 | $ | 17.31 | 14.08 | x | 59.37 | % | 6.65 | % | 61.71 | % | 26.99 | x | NA | NA | NA | $ | 380 | 11.19 | % | 10.82 | % | NA | 0.48 | % | 5.39 | % | 0.24 | % | 2.73 | % | ||||||||||||||||||||||||||||||||||||||||||||||
HMNF |
HMN Financial, Inc. | MN | $ | 22.99 | $ | 102.54 | $ | 3.08 | $ | 23.24 | 7.46 | x | 98.91 | % | 10.45 | % | 99.67 | % | 7.46 | x | $ | 0.00 | 0.00 | % | NA | $ | 981 | 11.00 | % | 10.93 | % | 0.19 | % | 1.53 | % | 13.83 | % | 1.53 | % | 13.84 | % | |||||||||||||||||||||||||||||||||||||||||||
HVBC |
HV Bancorp, Inc. | PA | $ | 21.83 | $ | 47.50 | $ | 3.32 | $ | 19.04 | 6.58 | x | 114.63 | % | 8.66 | % | 114.63 | % | 6.58 | x | NA | NA | NA | $ | 549 | 7.55 | % | 7.55 | % | 0.55 | % | 1.13 | % | 18.27 | % | 1.13 | % | 18.27 | % | |||||||||||||||||||||||||||||||||||||||||||||
IROQ |
IF Bancorp, Inc. | (7) IL | $ | 21.67 | $ | 65.94 | $ | 1.75 | $ | 25.76 | 11.59 | x | 84.11 | % | 8.85 | % | 84.11 | % | 12.35 | x | $ | 0.35 | 1.62 | % | 17.38 | % | $ | 745 | 11.20 | % | 11.20 | % | 0.20 | % | 0.79 | % | 6.87 | % | 0.74 | % | 6.45 | % | ||||||||||||||||||||||||||||||||||||||||||
MSVB |
Mid-Southern Bancorp, Inc. | IN | $ | 15.39 | $ | 43.90 | $ | 0.42 | $ | 15.50 | NM | 99.27 | % | 17.62 | % | 99.27 | % | NM | $ | 0.12 | 0.78 | % | 26.19 | % | $ | 249 | 19.71 | % | 19.71 | % | 0.74 | % | 0.53 | % | 2.53 | % | 0.53 | % | 2.53 | % | ||||||||||||||||||||||||||||||||||||||||||||
PBIP |
Prudential Bancorp, Inc. | PA | $ | 14.10 | $ | 109.90 | $ | 0.71 | $ | 16.75 | 17.85 | x | 84.19 | % | 9.77 | % | 88.48 | % | 19.82 | x | $ | 0.28 | 1.99 | % | 35.44 | % | $ | 1,125 | 11.68 | % | 11.17 | % | 1.17 | % | 0.54 | % | 4.86 | % | 0.48 | % | 4.38 | % | ||||||||||||||||||||||||||||||||||||||||||
RNDB |
Randolph Bancorp, Inc. | MA | $ | 20.32 | $ | 99.02 | $ | 4.17 | $ | 19.17 | 4.94 | x | 106.02 | % | 13.31 | % | 106.05 | % | 4.87 | x | NA | NA | NA | $ | 744 | 13.53 | % | 13.53 | % | 1.09 | % | 2.95 | % | 21.36 | % | 2.99 | % | 21.67 | % | |||||||||||||||||||||||||||||||||||||||||||||
WVFC |
WVS Financial Corp. | PA | $ | 16.23 | $ | 28.20 | $ | 0.77 | $ | 20.37 | 21.93 | x | 79.67 | % | 8.15 | % | 79.67 | % | 21.13 | x | $ | 0.40 | 2.46 | % | 54.05 | % | $ | 346 | 11.09 | % | 11.09 | % | NA | 0.39 | % | 3.40 | % | 0.41 | % | 3.53 | % | |||||||||||||||||||||||||||||||||||||||||||
(1) Closing price at date indicated, market value equal to public (minority shares) times current stock price. (2) Core earnings reflect net income less non-recurring items (3) 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. (4) Dividend is as of most recent quarterly dividend. Indicated 12 month dividend as a percent of trailing 12 month earnings. (5) ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances. (6) Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics. (7) Current Quarter is June 30, 2021, footnote reflects data as of March 31, 2021 or December 31, 2020.
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. |
|
RP® Financial, LC. |
VALUATION ANALYSIS IV.23 |
Table 4.5
CFSB Bancorp Public Market Pricing Versus Peer Group (MHC Basis)
As of August 20, 2021
Market | Per Share Data | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capitalization |
Core
12 Month EPS(2) |
Book
Value/ Share |
Dividends(4) | Financial Characteristics(6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price/
Share(1) |
Market
Value |
Pricing Ratios(3) |
Amount/
Share |
Yield |
Payout
Ratio |
Total
Assets |
Equity/
Assets |
Tang. Eq./
T. Assets |
NPAs/
Assets |
Reported (5) | Core (5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
P/E | P/B | P/A | P/TB |
P/
Core |
ROAA | ROAE | ROAA | ROAE | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
($) | ($Mil) | ($) | ($) | (x) | (%) | (%) | (%) | (x) | ($) | (%) | (%) | ($Mil) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Colonial Bancorp, Inc. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supermaximum |
$ | 10.00 | $ | 29.76 | $ | 0.16 | $ | 10.84 | 58.82 | 92.25 | 18.28 | 92.25 | 58.82 | $ | 0.00 | 0.00 | % | 0.00 | % | $ | 362 | 19.82 | 19.82 | 0.00 | 0.29 | 1.48 | 0.29 | 1.48 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum |
$ | 10.00 | 25.88 | 0.19 | 11.91 | 50.00 | 83.96 | 16.04 | 83.96 | 50.00 | $ | 0.00 | 0.00 | % | 0.00 | % | $ | 359 | 19.11 | 19.11 | 0.00 | 0.31 | 1.61 | 0.31 | 1.61 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Midpoint |
$ | 10.00 | 22.50 | 0.23 | 13.15 | 41.67 | 76.10 | 14.05 | 76.10 | 41.67 | $ | 0.00 | 0.00 | % | 0.00 | % | $ | 356 | 18.48 | 18.48 | 0.00 | 0.32 | 1.73 | 0.32 | 1.73 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum |
$ | 10.00 | 19.13 | 0.28 | 14.81 | 34.48 | 67.52 | 12.04 | 67.52 | 34.48 | $ | 0.00 | 0.00 | % | 0.00 | % | $ | 353 | 17.83 | 17.83 | 0.00 | 0.33 | 1.87 | 0.33 | 1.87 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
All Publicly-Traded, Fully Converted Savings Institutions |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Averages |
$ | 24.78 | $ | 523.83 | $ | 2.21 | $ | 66.56 | 12.36 | 110.06 | % | 13.42 | % | 123.03 | % | 13.12 | $ | 0.46 | 2.18 | % | 48.19 | % | $ | 3,876 | 12.54 | % | 11.47 | % | 0.60 | % | 1.05 | % | 7.85 | % | 1.07 | % | 8.36 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Medians |
$ | 15.84 | $ | 164.15 | $ | 1.23 | $ | 17.12 | 11.63 | 102.30 | % | 12.52 | % | 109.31 | % | 11.78 | $ | 0.40 | 2.16 | % | 29.89 | % | $ | 1,384 | 11.44 | % | 10.68 | % | 0.44 | % | 0.92 | % | 7.95 | % | 0.96 | % | 7.94 | % | ||||||||||||||||||||||||||||||||||||||||||||||
State of MA (6) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Averages |
$ | 73.19 | $ | 382.03 | $ | 6.19 | $ | 41.37 | 11.51 | 128.07 | % | 14.78 | % | 132.00 | % | 11.70 | $ | 0.65 | 1.34 | % | 16.19 | % | $ | 2,479 | 12.70 | % | 12.31 | % | 0.69 | % | 1.72 | % | 13.64 | % | 1.64 | % | 12.75 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Medians |
$ | 16.47 | $ | 229.48 | $ | 1.19 | $ | 12.69 | 11.57 | 108.79 | % | 14.48 | % | 121.45 | % | 11.53 | $ | 0.20 | 1.21 | % | 15.06 | % | $ | 2,477 | 13.53 | % | 13.53 | % | 0.93 | % | 1.42 | % | 9.07 | % | 1.42 | % | 9.10 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Peer Group |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Averages |
$ | 16.41 | $ | 61.18 | $ | 1.61 | $ | 18.10 | 11.58 | 90.73 | % | 12.30 | % | 93.00 | % | 13.21 | $ | 0.29 | 1.86 | % | 35.31 | % | $ | 552 | 14.27 | % | 14.03 | % | 0.54 | % | 0.98 | % | 8.30 | % | 0.99 | % | 8.58 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Medians |
$ | 15.07 | $ | 48.81 | $ | 1.74 | $ | 17.44 | 10.04 | 90.88 | % | 10.11 | % | 98.14 | % | 10.05 | $ | 0.32 | 1.80 | % | 35.44 | % | $ | 464 | 11.44 | % | 11.19 | % | 0.51 | % | 0.70 | % | 6.13 | % | 0.73 | % | 6.45 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Peer Group |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CBMB |
CBM Bancorp, Inc. | MD | $ | 14.75 | $ | 48.45 | $ | 0.25 | $ | 14.23 | NM | 103.62 | % | 19.38 | % | 103.62 | % | NM | NA | NA | NA | $ | 250 | 20.08 | % | 20.08 | % | 0.15 | % | 0.36 | % | 1.65 | % | 0.36 | % | 1.65 | % | |||||||||||||||||||||||||||||||||||||||||||||||
CNNB |
Cincinnati Bancorp, Inc. | OH | $ | 14.10 | $ | 41.36 | $ | 1.46 | $ | 14.45 | 9.72 | x | 97.57 | % | 16.56 | % | 97.94 | % | 9.68 | x | NA | NA | NA | $ | 250 | 17.13 | % | 17.08 | % | 0.51 | % | 1.72 | % | 11.34 | % | 1.73 | % | 11.40 | % | |||||||||||||||||||||||||||||||||||||||||||||
ESBK |
Elmira Savings Bank | NY | $ | 13.86 | $ | 49.17 | $ | 1.38 | $ | 17.57 | 10.04 | x | 78.89 | % | 7.58 | % | 98.33 | % | 10.05 | x | $ | 0.60 | 4.33 | % | 43.48 | % | $ | 649 | 9.62 | % | 7.87 | % | NA | 0.73 | % | 7.91 | % | 0.73 | % | 7.97 | % | |||||||||||||||||||||||||||||||||||||||||||
FFBW |
FFBW, Inc. | WI | $ | 11.35 | $ | 72.88 | NA | $ | 13.76 | NM | 82.50 | % | 20.67 | % | 82.50 | % | NA | NA | NA | NA | $ | 353 | 27.44 | % | 27.34 | % | 0.24 | % | 0.66 | % | 2.21 | % | NA | NA | ||||||||||||||||||||||||||||||||||||||||||||||||||
GBNY |
Generations Bancorp NY, Inc. | NY | $ | 10.28 | $ | 25.26 | $ | 0.38 | $ | 17.31 | 14.08 | x | 59.37 | % | 6.65 | % | 61.71 | % | 26.99 | x | NA | NA | NA | $ | 380 | 11.19 | % | 10.82 | % | NA | 0.48 | % | 5.39 | % | 0.24 | % | 2.73 | % | ||||||||||||||||||||||||||||||||||||||||||||||
HMNF |
HMN Financial, Inc. | MN | $ | 22.99 | $ | 102.54 | $ | 3.08 | $ | 23.24 | 7.46 | x | 98.91 | % | 10.45 | % | 99.67 | % | 7.46 | x | $ | 0.00 | 0.00 | % | NA | $ | 981 | 11.00 | % | 10.93 | % | 0.19 | % | 1.53 | % | 13.83 | % | 1.53 | % | 13.84 | % | |||||||||||||||||||||||||||||||||||||||||||
HVBC |
HV Bancorp, Inc. | PA | $ | 21.83 | $ | 47.50 | $ | 3.32 | $ | 19.04 | 6.58 | x | 114.63 | % | 8.66 | % | 114.63 | % | 6.58 | x | NA | NA | NA | $ | 549 | 7.55 | % | 7.55 | % | 0.55 | % | 1.13 | % | 18.27 | % | 1.13 | % | 18.27 | % | |||||||||||||||||||||||||||||||||||||||||||||
IROQ |
IF Bancorp, Inc. | (7) IL | $ | 21.67 | $ | 65.94 | $ | 1.75 | $ | 25.76 | 11.59 | x | 84.11 | % | 8.85 | % | 84.11 | % | 12.35 | x | $ | 0.35 | 1.62 | % | 17.38 | % | $ | 745 | 11.20 | % | 11.20 | % | 0.20 | % | 0.79 | % | 6.87 | % | 0.74 | % | 6.45 | % | ||||||||||||||||||||||||||||||||||||||||||
MSVB |
Mid-Southern Bancorp, Inc. | IN | $ | 15.39 | $ | 43.90 | $ | 0.42 | $ | 15.50 | NM | 99.27 | % | 17.62 | % | 99.27 | % | NM | $ | 0.12 | 0.78 | % | 26.19 | % | $ | 249 | 19.71 | % | 19.71 | % | 0.74 | % | 0.53 | % | 2.53 | % | 0.53 | % | 2.53 | % | ||||||||||||||||||||||||||||||||||||||||||||
PBIP |
Prudential Bancorp, Inc. | PA | $ | 14.10 | $ | 109.90 | $ | 0.71 | $ | 16.75 | 17.85 | x | 84.19 | % | 9.77 | % | 88.48 | % | 19.82 | x | $ | 0.28 | 1.99 | % | 35.44 | % | $ | 1,125 | 11.68 | % | 11.17 | % | 1.17 | % | 0.54 | % | 4.86 | % | 0.48 | % | 4.38 | % | ||||||||||||||||||||||||||||||||||||||||||
RNDB |
Randolph Bancorp, Inc. | MA | $ | 20.32 | $ | 99.02 | $ | 4.17 | $ | 19.17 | 4.94 | x | 106.02 | % | 13.31 | % | 106.05 | % | 4.87 | x | NA | NA | NA | $ | 744 | 13.53 | % | 13.53 | % | 1.09 | % | 2.95 | % | 21.36 | % | 2.99 | % | 21.67 | % | |||||||||||||||||||||||||||||||||||||||||||||
WVFC |
WVS Financial Corp. | PA | $ | 16.23 | $ | 28.20 | $ | 0.77 | $ | 20.37 | 21.93 | x | 79.67 | % | 8.15 | % | 79.67 | % | 21.13 | x | $ | 0.40 | 2.46 | % | 54.05 | % | $ | 346 | 11.09 | % | 11.09 | % | NA | 0.39 | % | 3.40 | % | 0.41 | % | 3.53 | % |
(1) |
Closing price at date indicated, market value equal to public (minority shares) times current stock price. |
(2) |
Core earnings reflect net income less non-recurring items |
(3) |
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. |
(4) |
Dividend is as of most recent quarterly dividend. Indicated 12 month dividend as a percent of trailing 12 month earnings. |
(5) |
ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances. |
(6) |
Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics. |
(7) |
Current Quarter is June 30, 2021, footnote reflects data as of March 31, 2021 or December 31, 2020. |
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. |
RP® Financial, LC. |
VALUATION ANALYSIS IV.24 |
Groups median P/B and P/TB ratios of 90.88% and 98.14%, respectively, the Companys pro forma P/B and P/TB ratios (fully-converted basis) at the midpoint value reflected discounts of 38.7% and 43.3%, respectively. At the top of the super range, the Companys P/B and P/TB ratios (fully-converted basis) equaled 63.86, respectively. In comparison to the Peer Groups average P/B and P/TB ratios, the Companys P/B and P/TB ratios at the top of the super range reflected discounts of 29.6% and 31.3%, respectively. In comparison to the Peer Groups median P/B and P/TB ratios, the Companys P/B and P/TB ratios at the top of the super range reflected discounts of 29.7% and 34.9%, respectively. RP Financial considered the discounts under the P/B approach to be reasonable, given the nature of the calculation of the P/B ratio which mathematically results in a ratio discounted to book value. The discounts reflected under the P/B approach were also supported by the premiums reflected in the Companys P/E multiples.
On an MHC reported basis, the Companys P/B and P/TB ratios at the $50.0 million midpoint value equaled 76.10%, respectively. In comparison to the average P/B and P/TB ratios indicated for the Peer Group of 90.73% and 93.00%, respectively, CFSB Bancorps ratios were discounted by 16.1% on a P/B basis and 18.2% on a P/TB basis. In comparison to the Peer Groups median P/B and P/TB ratios of 90.18% and 98.14%, respectively, the Companys pro forma P/B and P/TB ratios (MHC basis) at the midpoint value reflected discounts of 16.3% and 22.5%, respectively. At the top of the super range, the Companys P/B and P/TB ratios (MHC basis) equaled 92.25%, respectively. In comparison to the Peer Groups average P/B and P/TB ratios, the Companys P/B and P/TB ratios at the top of the super range reflected minimal premiums and discounts relative to the Peer Group averages
3. Price-to-Assets (P/A). The P/A valuation methodology determines market value by applying a valuation P/A ratio (fully-converted basis) to the Companys 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 $50.0 million midpoint of the valuation range, CFSB Bancorps pro forma P/A ratio (fully-converted basis) equaled 13.16% of pro forma assets. Comparatively, the Peer Group companies exhibited an average P/A ratio of 12.30%, which implies a premium of 6.99% has been applied to the Companys pro forma P/A ratio. In comparison to the Peer Groups median P/A ratio of 10.11%, the Companys pro forma P/A ratio (fully-converted basis) at the midpoint value reflects a premium of 30.17%.
RP® Financial, LC. |
VALUATION ANALYSIS IV.25 |
On an MHC reported basis, CFSB Bancorps pro forma P/A ratio at the $50.0 million midpoint value equaled 14.05%. In comparison to the Peer Groups average P/A ratio of 12.30%, CFSB Bancorps P/A ratio (MHC basis) indicated a premium of 14.23%. In comparison to the Peer Groups median P/A ratio of 10.05%, CFSB Bancorps pro forma P/A ratio (MHC basis) at the midpoint value reflects a premium of 38.97%.
Comparison to Publicly-Traded MHCs
As indicated in Chapter III, we believe there are a number of characteristics of MHC shares that make them different from the shares of fully-converted companies. These factors include: (1) lower aftermarket liquidity in the MHC shares since less than 50% of the shares are available for trading; (2) no opportunity for public shareholders to exercise voting control; (3) the potential pro forma impact of second-step conversions on the pricing of MHC institutions; and, (4) the regulatory policies regarding the accounting for net assets held by the MHC in a second-step conversion and, thereby, lessening the attractiveness of paying cash dividends. The above characteristics of MHC shares have provided MHC stocks with different trading characteristics versus fully-converted companies. To account for the unique trading characteristics of MHC shares, RP Financial has placed the financial data and pricing ratios of the publicly-traded MHCs on a fully-converted basis to make them comparable for valuation purposes. Using the per share and pricing information of the publicly-traded MHCs on a fully-converted basis accomplishes a number of objectives. First, such figures eliminate distortions that result when trying to compare institutions that have different public ownership interests outstanding. Secondly, such an analysis provides ratios that are comparable to the pricing information of fully-converted public companies and are directly applicable to determining the pro forma market value range of the 100% ownership interest in CFSB Bancorp as an MHC. This technique is validated by the investment communitys evaluation of MHC pricing, which also incorporates the pro forma impact of a second-step conversion based on the current market price.
To calculate the fully-converted pricing information for MHCs, the reported financial information for the public MHCs incorporates the following assumptions: (1) all shares owned by the MHC are assumed to be sold at the current trading price in a second step-conversion; (2) the gross proceeds from such a sale are adjusted to reflect reasonable offering expenses and standard stock based benefit plan parameters that would be factored into a second-step conversion of an MHC institution; and (3) net proceeds are assumed to be reinvested at market
RP® Financial, LC. |
VALUATION ANALYSIS IV.26 |
rates on a tax effected basis. Book value per share and earnings per share figures for the public MHCs were adjusted by the impact of the assumed second step-conversion, resulting in an estimation of book value per share and earnings per share figures on a fully-converted basis. The top panel of Table 4.6 shows the calculation of per share financial data (fully-converted basis) for each of the ten publicly-traded MHC institutions, excluding those that have announced second step conversions. The bottom panel of Table 4.6 shows the same information for the mutual holding companies traded in the over the counter market since CFSB Bancorp falls at the lower end of market capitalization of the publicly traded group but at the upper end of the market capitalization for the MHC traded in the over the counter market.
Table 4.6 below shows a comparative pricing analysis of the publicly-traded MHCs on a fully-converted basis versus the Companys Peer Group. In comparison to the Peer Groups P/TB ratio, the fully converted P/TB ratio of the publicly-traded MHCs reflected a discount of 13.29%. In comparison to the Peer Groups P/E multiple, the fully converted P/E multiple of the publicly-traded MHCs reflected a premium of 82.30%.
In comparison to the Peer Groups P/TB ratio, the fully converted P/TB ratio of the MHCs traded over the counter reflected a discount of 36.45%. In comparison to the Peer Groups P/E multiple, the fully converted P/E multiple of the publicly-traded MHCs reflected a premium of 35.66%. Detailed pricing characteristics of the fully-converted MHCs is shown in Table 4.7.
Table 4.6
Current Market Pricing Information
Publicly-Traded MHCs (Fully-Converted Basis) versus the Peer Group
Publicly Traded | ||||||||
MHCs | Peer Group | |||||||
Pricing Ratios (Averages)(1) |
||||||||
I. NASDAQ Traded |
||||||||
Price/earnings (x) |
21.11 | x | 11.58 | x | ||||
Price/tangible book (%) |
80.64 | % | 93.00 | % | ||||
Price/assets (%) |
16.39 | % | 12.30 | % | ||||
II. Traded Over the Counter |
||||||||
Price/earnings (x) |
15.71 | x | 11.58 | x | ||||
Price/tangible book (%) |
59.10 | % | 93.00 | % | ||||
Price/assets (%) |
9.79 | % | 12.30 | % |
(1) |
Based on market prices as of August 20, 2021. |
RP® Financial, LC. |
VALUATION ANALYSIS IV.27 |
Table 4.7
Peer Group of MHC Institutions, Implied Pricing Ratios, Full Conversion Basis
Financial Data as of the Most Recent Quarter or Twelve Month Period Available
Market Pricing as of August 20, 2021
(1) |
Current stock price of minority stock. |
(2) |
Current stock price of minority stock times total shares (public and MHC) outstanding. |
(3) |
Earnings multiples above 35x or less than 0x deemed to be not meaningful. |
(4) |
Ratios are pro forma assuming a second step conversion to full stock form. |
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. |
RP® Financial, LC. |
VALUATION ANALYSIS IV.28 |
In comparison to the publicly-traded MHCs, CFSB Bancorps pro forma P/TB ratio (fully-converted basis) of 55.68% at the midpoint of the valuation range reflected a discount of 30.95%. At the top of the super range, CFSB Bancorps P/TB ratio (fully-converted basis) of 63.86% reflected a discount of 20.81%. In comparison to the publicly-traded MHCs, CFSB Bancorps pro forma P/E multiple (fully-converted basis) of 54.58 times at the midpoint of the valuation range reflected a premium of 159%, which was materially higher at the top of the superrange. Relative to the fully converted P/TB ratios of the MHCs traded in the over the counter market, CFSB Bancorp fully converted value approximated the group at the approximate maximum of the valuation range.
It should be noted that in a comparison of the publicly-traded MHCs to CFSB Bancorp, the publicly-traded MHCs maintain certain inherit characteristics in support of increasing the attractiveness of their stocks relative to CFSB Bancorps stock as an MHC that will just be completing an IPO: (1) the seasoned publicly-traded MHCs are viewed as potential candidates to complete a second-step offering; and (2) some of the publicly-traded MHCs have been grandfathered to waive dividend payments to the MHC pursuant to receiving an annual majority vote by the depositors to approve the waiver of dividends.
Comparison to Recent Offerings
As indicated at the beginning of this section, RP Financials analysis of recent conversion offering pricing characteristics at closing and in the aftermarket has been limited to a technical analysis and, thus, the pricing characteristics of recent conversion offerings cannot be a primary determinate of value. Particular focus was placed on the P/TB approach in this analysis, since the P/E multiples do not reflect the actual impact of reinvestment and the source of the stock proceeds (i.e., external funds vs. deposit withdrawals).
As discussed previously, the one mutual holding company conversion offering that was completed this year had a pro forma fully converted P/TB ratio at closing of 55.8%. In comparison, the Companys P/TB ratio (fully-converted basis) of 55.68% at the midpoint value and thus, was at parity to Marathon Bancorps pro forma fully converted P/TB ratio at closing. At the top of the range, the Companys fully converted P/TB ratio of 63.86% reflects an implied premium of 14,4% relative to the fully converted P/TB ratio of the most recently completed minority stock issuance by an MHC.
RP® Financial, LC. |
VALUATION ANALYSIS IV.29 |
Valuation Conclusion
Based on the foregoing, it is our opinion that, as of August 20, 2021, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion, both shares issued publicly as well as to the MHC and the Foundation, equaled $50,000,000 at the midpoint, equal to 5,000,000 shares offered at a per share value of $10.00. Pursuant to conversion guidelines, the 15% offering range indicates a minimum value of $42,500,000 and a maximum value of $57,500,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 4,250,000 at the minimum and 5,750,000 at the maximum. In the event the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a super maximum value of $66,125,000 without a resolicitation. Based on the $10.00 per share offering price, the super maximum value would result in total shares outstanding of 6,612,500.
The Board of Directors has established a public offering range such that the public ownership of the Company will constitute a 43.0% ownership interest, prior to the issuance of shares to the Foundation. Accordingly, the offering to the public of the minority stock will equal $18,275,000 at the minimum, $21,500,000 at the midpoint, $24,725,000 at the maximum and $28,433,750 at the super maximum of the valuation range. Based on the public offering range and inclusive of the shares issued to the Foundation, equal to 2.0% of the shares issued in the conversion, the public ownership of shares will represent 45.0% of the shares issued throughout the valuation range. The pro forma valuation calculations relative to the Peer Group (fully-converted basis) are shown in Table 4.4 and are detailed in Exhibit IV-7 and Exhibit IV-8; the pro forma valuation calculations relative to the Peer Group based on reported financials are shown in Table 4.5 and are detailed in Exhibits IV-9 and IV-10.
EXHIBITS
RP® Financial, LC.
LIST OF EXHIBITS
Exhibit Number |
Description |
|
I-1 | Map of Branch Office Network | |
I-2 | Audited Financial Statements | |
I-3 | Key Operating Ratios | |
I-4 | Investment Securities | |
I-5 | Yields and Costs | |
I-6 | Loan Loss Allowance Activity | |
I-7 | Interest Rate Risk Analysis | |
I-8 | Fixed Rate and Adjustable Rate Loans | |
I-9 | Loan Portfolio Composition | |
I-10 | Contractual Maturity By Loan Type | |
I-11 | Non-Performing Assets | |
I-12 | Deposit Composition | |
I-13 | CDs >$250,000 in balance by Maturity | |
I-14 | Borrowings Details | |
II-1 | Description of Office Facilities | |
II-2 | Historical Interest Rates | |
II-3 | Market Area Demographic/Economic Information |
LIST OF EXHIBITS (continued)
Exhibit Number |
Description |
|
III-1 | General Characteristics of Publicly-Traded Institutions | |
III-2 | Peer Group Summary Demographic and Deposit Market Share Data | |
IV-1 | Thrift Stock Prices: As of August 20, 2021 | |
IV-2 | Historical Stock Price Indices | |
IV-3 | Historical Thrift Stock Indices | |
IV-4 | Market Area Acquisition Activity | |
IV-5 | Director and Senior Management Summary Resumes | |
IV-6 | Pro Forma Regulatory Capital Ratios | |
IV-7 | Pro Forma Analysis Sheet Fully Converted Basis | |
IV-8 | Pro Forma Effect of Conversion Proceeds Fully Converted Basis | |
IV-9 | Pro Forma Analysis Sheet MHC Basis | |
IV-10 | Pro Forma Effect of Conversion Proceeds MHC Basis | |
V-1 | Firm Qualifications Statement |
EXHIBIT I-1
Colonial Federal Savings Bank
Map of Branch Office Network
EXHIBIT I-2
Colonial Federal Savings Bank
Audited Financial Statements
(Incorporated by Reference)
EXHIBIT I-3
Colonial Federal Savings Bank
Key Operating Ratios
At or For the Years Ended
June 30, |
||||||||
2021 | 2020 | |||||||
Performance Ratios: |
||||||||
Return on average assets |
0.42 | % | 0.55 | % | ||||
Return on average equity |
2.91 | % | 3.72 | % | ||||
Interest rate spread(1) |
2.13 | % | 2.29 | % | ||||
Net interest margin(2) |
2.31 | % | 2.53 | % | ||||
Non-interest expense to average assets |
1.91 | % | 1.99 | % | ||||
Efficiency ratio(3) |
78.90 | % | 75.30 | % | ||||
Average interest-earning assets to average interest-bearing liabilities |
128.21 | % | 127.02 | % | ||||
Average equity to average assets |
14.35 | % | 14.73 | % | ||||
Capital Ratios: |
||||||||
Total capital to risk-weighted assets |
29.70 | % | 30.00 | % | ||||
Tier 1 capital to risk-weighted assets |
28.70 | % | 29.00 | % | ||||
Common equity tier 1 capital to risk-weighted assets |
28.70 | % | 29.00 | % | ||||
Tier 1 capital to average assets |
14.40 | % | 14.60 | % | ||||
Asset Quality Ratios: |
||||||||
Allowance for loan losses as a percentage of total loans |
0.98 | % | 0.88 | % | ||||
Allowance for loan losses as a percentage of non-performing loans |
NM | NM | ||||||
Net (charge-offs) recoveries to average outstanding loans during the year |
| % | | % | ||||
Non-performing loans as a percentage of total loans |
| % | | % | ||||
Non-performing loans as a percentage of total assets |
| % | | % | ||||
Total non-performing assets as a percentage of total assets |
| % | | % | ||||
Other: |
||||||||
Number of offices |
4 | (4) | 4 | (4) | ||||
Number of full-time equivalent employees |
31 | 29 |
(1) |
Represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. |
(2) |
Represents net interest income as a percentage of average interest-earning assets. |
(3) |
Represents non-interest expense divided by the sum of net interest income and non-interest income. |
(4) |
Includes one limited service branch office. |
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT I-4
Colonial Federal Savings Bank
Investment Securities
June 30, 2021 | ||||||||||||||||
Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair
Value |
|||||||||||||
(In Thousands) | ||||||||||||||||
Securities available for sale |
||||||||||||||||
Government-sponsored enterprises: |
||||||||||||||||
Debt obligations |
$ | 1,983 | $ | 12 | $ | | $ | 1,995 | ||||||||
Mortgage-backed securities |
260 | 12 | $ | | 272 | |||||||||||
Collateralized mortgage obligations |
27 | | | 27 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities available for sale |
$ | 2,270 | $ | 24 | $ | | $ | 2,294 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Securities held to maturity |
||||||||||||||||
Government-sponsored enterprises: |
||||||||||||||||
Debt obligations |
$ | 1,001 | $ | 12 | $ | | $ | 1,013 | ||||||||
Mortgage-backed securities |
27,680 | 1,229 | (12 | ) | 28,897 | |||||||||||
Collateralized mortgage obligations |
17 | 1 | | 18 | ||||||||||||
Municipal bonds |
38,360 | 458 | (216 | ) | 38,602 | |||||||||||
Corporate bonds |
38,056 | 936 | (131 | ) | 38,861 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities held to maturity |
$ | 105,114 | $ | 2,636 | $ | (359 | ) | $ | 107,391 | |||||||
|
|
|
|
|
|
|
|
|||||||||
June 30, 2020 | ||||||||||||||||
Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Fair
Value |
|||||||||||||
(In Thousands) | ||||||||||||||||
Securities available for sale |
||||||||||||||||
Government-sponsored enterprises: |
||||||||||||||||
Mortgage-backed securities |
$ | 344 | $ | 14 | $ | | $ | 358 | ||||||||
Collateralized mortgage obligations |
46 | | (1 | ) | 45 | |||||||||||
Total securities available for sale |
$ | 390 | $ | 14 | $ | (1 | ) | $ | 403 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Securities held to maturity |
||||||||||||||||
Government-sponsored enterprises: |
||||||||||||||||
Debt obligations |
$ | 2,007 | $ | 76 | $ | | $ | 2,083 | ||||||||
Mortgage-backed securities |
41,837 | 1,994 | (1 | ) | 43,830 | |||||||||||
Collateralized mortgage obligations |
32 | 1 | | 33 | ||||||||||||
Municipal bonds |
24,900 | 592 | | 25,492 | ||||||||||||
Corporate bonds |
23,290 | 1,198 | (10 | ) | 24,478 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities held to maturity |
$ | 92,066 | $ | 3,861 | $ | (11 | ) | $ | 95,916 | |||||||
|
|
|
|
|
|
|
|
Source: CFSB Bancorps audited financial statements.
EXHIBIT I-5
Colonial Federal Savings Bank
Yields and Costs
For the Years Ended June 30, | ||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||
Average
Outstanding Balance |
Interest |
Average
Yield/Rate |
Average
Outstanding Balance |
Interest |
Average
Yield/Rate |
|||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Loans |
$ | 180,587 | $ | 7,099 | 3.93 | % | $ | 187,818 | $ | 7,660 | 4.08 | % | ||||||||||||
Securities |
96,438 | 2,345 | 2.43 | % | 96,836 | 2,539 | 2.62 | % | ||||||||||||||||
Other |
43,342 | 38 | 0.09 | % | 17,397 | 171 | 0.98 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total interest-earning assets |
320,366 | 9,482 | 2.96 | % | 302,051 | 10,370 | 3.43 | % | ||||||||||||||||
Non-interest-earning assets |
12,918 | 12,563 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total assets |
$ | 333,284 | $ | 314,614 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
Interest-bearing demand deposits |
$ | 29,324 | 14 | 0.05 | % | $ | 24,365 | 12 | 0.05 | % | ||||||||||||||
Savings deposits |
64,962 | 66 | 0.10 | % | 59,707 | 61 | 0.10 | % | ||||||||||||||||
Money market deposits |
33,386 | 120 | 0.36 | % | 30,613 | 122 | 0.40 | % | ||||||||||||||||
Certificates of deposit |
120,150 | 1,817 | 1.51 | % | 117,530 | 2,373 | 2.02 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total interest-bearing deposits |
247,823 | 2,017 | 0.81 | % | 232,215 | 2,568 | 1.11 | % | ||||||||||||||||
FHLB advances |
2,060 | 59 | 2.86 | % | 5,574 | 147 | 2.65 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total interest-bearing liabilities |
249,882 | 2,076 | 0.83 | % | 237,789 | 2,716 | 1.14 | % | ||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Non-interest-bearing demand deposits |
32,689 | 27,765 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Other non-interest-bearing liabilities |
2,896 | 2,727 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total liabilities |
285,467 | 268,281 | ||||||||||||||||||||||
Retained earnings |
47,817 | 46,323 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total liabilities and equity |
$ | 333,284 | $ | 314,614 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest income |
$ | 7,406 | $ | 7,655 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest rate spread(1) |
2.13 | % | 2.29 | % | ||||||||||||||||||||
Net interest-earning assets(2) |
$ | 70,484 | $ | 64,262 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest margin(3) |
2.31 | % | 2.53 | % | ||||||||||||||||||||
Average interest-earning assets to interest-bearing liabilities |
128.21 | % | 127.02 | % |
(1) |
Net interest rate spread represents the difference between the weighted average yield earned on interest-earning assets and the weighted average rate paid on interest-bearing liabilities. |
(2) |
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities. |
(3) |
Net interest margin represents net interest income divided by average total interest-earning assets. |
EXHIBIT I-6
Colonial Federal Savings Bank
Loan Loss Allowance Activity
At or For the Years Ended June
30, |
||||||||
2021 | 2020 | |||||||
(Dollars in thousands) | ||||||||
Allowance for loan losses at beginning of year |
$ | 1,662 | $ | 1,612 | ||||
Provision for loan losses |
60 | 50 | ||||||
Charge-offs: |
||||||||
Consumer |
| 1 | ||||||
|
|
|
|
|||||
Total charge-offs |
| 1 | ||||||
|
|
|
|
|||||
Recoveries: |
||||||||
Real estate loans: |
||||||||
One- to four-family residential |
| 1 | ||||||
Total recoveries |
| 1 | ||||||
|
|
|
|
|||||
Net recoveries |
| 1 | ||||||
|
|
|
|
|||||
Allowance at end of year |
$ | 1,722 | $ | 1,662 | ||||
|
|
|
|
|||||
Allowance to non-performing loans |
NM | NM | ||||||
Allowance to total loans outstanding at the end of the year |
0.98 | % | 0.88 | % | ||||
Net (charge-offs) recoveries to average loans outstanding during the year |
| % | | % |
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT I-7
Colonial Federal Savings Bank
Interest Rate Risk Analysis
Change in Interest Rates (basis points) (1) |
Net Interest Income
Year 1 Forecast |
Year 1 Change
from Level |
||||||
(Dollars in thousands) | ||||||||
+400 |
$ | 8,488 | 8.7 | % | ||||
+300 |
8,383 | 7.4 | % | |||||
+200 |
8,261 | 5.8 | % | |||||
+100 |
8,071 | 3.4 | % | |||||
Level |
7,809 | | % | |||||
-100 |
7,250 | (7.2 | )% |
(1) |
Assumes an immediate uniform change in interest rates at all maturities. |
At June 30, 2021 |
||||||||||||||||||||
EVE as a Percentage
of
Present Value of Assets(3) |
||||||||||||||||||||
Change in Interest Rates (basis points)(1) |
Estimated
EVE(2) |
Estimated (Decrease) in
EVE |
(Decrease) | |||||||||||||||||
Amount | Percent |
EVE
Ratio(4) |
(basis
points) |
|||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
+400 |
$ | 39,389 | $ | (12,982 | ) | (24.8 | )% | 13.0 | % | (227 | ) | |||||||||
+300 |
42,845 | (9,526 | ) | (18.2 | )% | 13.7 | % | (156 | ) | |||||||||||
+200 |
46,425 | (5,946 | ) | (11.4 | )% | 14.4 | % | (88 | ) | |||||||||||
+100 |
49,931 | (2,440 | ) | (4.7 | )% | 15.0 | % | (28 | ) | |||||||||||
|
52,371 | | | % | 15.3 | % | | |||||||||||||
-100 |
50,786 | (1,585 | ) | (3.0 | )% | 14.6 | % | (70 | ) |
(1) |
Assumes an immediate uniform change in interest rates at all maturities |
(2) |
EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. |
(3) |
Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets. |
(4) |
EVE Ratio represents EVE divided by the present value of assets. |
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT I-8
Colonial Federal Savings Bank
Fixed Rate and Adjustable Rate Loans
Due After June 30, 2022 | ||||||||||||
Fixed | Adjustable | Total | ||||||||||
(In thousands) | ||||||||||||
Real estate loans: |
||||||||||||
One- to four-family residential |
$ | 130,050 | $ | 9,536 | $ | 139,586 | ||||||
Multi-family |
2,237 | 13,631 | 15,868 | |||||||||
Second mortgage and home equity lines of credit |
1,046 | 1,408 | 2,454 | |||||||||
Commercial |
3,298 | 13,068 | 16,366 | |||||||||
Consumer |
1,993 | | 1,998 | |||||||||
|
|
|
|
|
|
|||||||
Total loans |
$ | 138,745 | $ | 37,741 | $ | 176,267 | ||||||
|
|
|
|
|
|
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT I-9
Colonial Federal Savings Bank
Loan Portfolio Composition
At June 30, | ||||||||||||||||
2021 | 2020 | |||||||||||||||
Amount | Percent | Amount | Percent | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Real estate loans: |
||||||||||||||||
One- to four-family residential |
$ | 139,687 | 79.15 | % | $ | 147,565 | 78.19 | % | ||||||||
Multi-family |
15,868 | 8.99 | 18,377 | 9.74 | ||||||||||||
Second mortgages and home equity lines of credit |
2,454 | 1.39 | 2,726 | 1.44 | ||||||||||||
Commercial |
16,366 | 9.27 | 18,213 | 9.65 | ||||||||||||
Consumer |
2,111 | 1.20 | 1,855 | 0.98 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
176,486 | 100.00 | % | 188,736 | 100.00 | % | |||||||||||
|
|
|
|
|||||||||||||
Less: |
||||||||||||||||
Allowance for losses |
(1,722 | ) | (1,662 | ) | ||||||||||||
Net deferred loan fees |
(331 | ) | (235 | ) | ||||||||||||
|
|
|
|
|||||||||||||
Total loans |
$ | 174,433 | $ | 186,839 | ||||||||||||
|
|
|
|
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT I-10
Colonial Federal Savings Bank
Contractual Maturity By Loan Type
One- to Four-
Family Residential Real Estate |
Multi-family |
Second
Mortgages and Home Equity Lines of Credit |
Commercial
Real Estate |
|||||||||||||
(In thousands) | ||||||||||||||||
Amounts due in: |
||||||||||||||||
One year or less |
$ | 90 | $ | | $ | 12 | $ | | ||||||||
More than one to five years |
1,345 | 94 | 39 | 383 | ||||||||||||
More than five to15 years |
35,086 | 1,673 | 1,149 | 2,430 | ||||||||||||
More than 15 years |
103,166 | 14,101 | 1,254 | 13,553 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 139,687 | $ | 15,868 | $ | 2,454 | $ | 16,366 | ||||||||
|
|
|
|
|
|
|
|
Consumer | Total | |||||||
(In thousands) | ||||||||
Amounts due in: |
||||||||
One year or less |
$ | 117 | $ | 219 | ||||
More than one to five years |
721 | 2,582 | ||||||
More than five to 15 years |
1,273 | 41,611 | ||||||
More than 15 years |
| 132,074 | ||||||
|
|
|
|
|||||
Total |
$ | 2,111 | $ | 176,486 | ||||
|
|
|
|
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT I-11
Colonial Federal Savings Bank
Non-Performing Assets
At June 30, | ||||||||
2021 | 2020 | |||||||
(Dollars in thousands) | ||||||||
Non-accrual loans: |
||||||||
Total non-accrual loans |
$ | | $ | | ||||
|
|
|
|
|||||
Accruing loans past due 90 days or more |
| | ||||||
Total accruing loans past due 90 days or more |
| | ||||||
|
|
|
|
|||||
Total non-performing loans |
$ | | $ | | ||||
|
|
|
|
|||||
Foreclosed assets |
| | ||||||
|
|
|
|
|||||
Total non-performing assets |
$ | | $ | | ||||
|
|
|
|
|||||
Non-accruing troubled debt restructurings |
$ | | $ | | ||||
Total accruing troubled debt restructured loans |
$ | | $ | | ||||
Total non-performing loans to total loans |
| % | | % | ||||
Total non-accrual loans to total loans |
| % | | % | ||||
Total non-performing assets to total assets |
| % | | % |
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT I-12
Colonial Federal Savings Bank
Deposit Composition
At June 30, | ||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||
Amount | Percent |
Average
Rate |
Amount | Percent |
Average
Rate |
|||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Non-interest-bearing demand deposits |
$ | 30,129 | 10.59 | % | | % | $ | 24,941 | 8.99 | % | | % | ||||||||||||
Interest-bearing demand deposits |
32,616 | 11.46 | 0.05 | 29,014 | 10.46 | 0.05 | ||||||||||||||||||
Savings deposits |
68,998 | 24.24 | 0.10 | 61,654 | 22.22 | 0.10 | ||||||||||||||||||
Money market deposits |
41,319 | 14.52 | 0.26 | 31,123 | 11.22 | 0.26 | ||||||||||||||||||
Certificates of deposit |
111,572 | 39.20 | 0.86 | 130,736 | 47.12 | 1.93 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
$ | 284,634 | 100.00 | % | 0.41 | % | $ | 277,468 | 100.00 | % | 0.98 | % | ||||||||||||
|
|
|
|
|
|
|
|
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT I-13
Colonial Federal Savings Bank
CDs >$100,000 in Balance by Maturity
At
June 30, 2021 |
||||
(In thousands) | ||||
Maturity Period: |
||||
Three months or less |
$ | 2,381 | ||
Over three through six months |
242 | |||
Over six through twelve months |
2,019 | |||
Over twelve months |
6,190 | |||
|
|
|||
Total |
$ | 10,832 | ||
|
|
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT I-14
Colonial Federal Savings Bank
Borrowings Detail
Colonial may obtain advances from the Federal Home Loan Bank of Boston upon the security of the Bankscapital stock in the Federal Home Loan Bank of Boston and certain of the Banksmortgage loans. Such advances may be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. The Bank may such advances to provide short-term funding as a supplement to the Banks deposits. To the extent such borrowings have different terms to repricing than the Banks deposits, they can change its interest rate risk profile. At June 30, 2021, Colonial had $918,000 in advances from the Federal Home Loan Bank of Boston. At June 30, 2021, Colonial had the capacity to borrow an additional $65.0 million in Federal Home Loan Bank of Boston advances.
Additionally, at June 30, 2021 the Bank had a $2.4 million available line of credit with the Federal Home Loan Bank of Boston, none of which was drawn at June 30, 2021.
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT II-1
Colonial Federal Savings Bank
Description of Office Facilities
The Bank conducts operations from the main office in Quincy, Massachusetts and two additional branch offices in Holbrook and Weymouth, Massachusetts. Colonial also maintains a limited branch office located within, and only available to residents of, a senior citizen housing facility in Quincy, Massachusetts. All of the Banks branch offices are located in Norfolk County, Massachusetts.
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT II-2
Colonial Federal Savings Bank
Historical Interest Rates
Exhibit II-2
Historical Interest Rates(1)
Year/Qtr. Ended |
Prime
Rate |
90 Day
T-Note |
One Year
T-Note |
10 Year
T-Note |
||||||||||||
2008: Quarter 1 |
5.25 | % | 1.38 | % | 1.55 | % | 3.45 | % | ||||||||
Quarter 2 |
5.00 | % | 1.90 | % | 2.36 | % | 3.99 | % | ||||||||
Quarter 3 |
5.00 | % | 0.92 | % | 1.78 | % | 3.85 | % | ||||||||
Quarter 4 |
3.25 | % | 0.11 | % | 0.37 | % | 2.25 | % | ||||||||
2009: Quarter 1 |
3.25 | % | 0.21 | % | 0.57 | % | 2.71 | % | ||||||||
Quarter 2 |
3.25 | % | 0.19 | % | 0.56 | % | 3.53 | % | ||||||||
Quarter 3 |
3.25 | % | 0.14 | % | 0.40 | % | 3.31 | % | ||||||||
Quarter 4 |
3.25 | % | 0.06 | % | 0.47 | % | 3.85 | % | ||||||||
2010: Quarter 1 |
3.25 | % | 0.16 | % | 0.41 | % | 3.84 | % | ||||||||
Quarter 2 |
3.25 | % | 0.18 | % | 0.32 | % | 2.97 | % | ||||||||
Quarter 3 |
3.25 | % | 0.18 | % | 0.32 | % | 2.97 | % | ||||||||
Quarter 4 |
3.25 | % | 0.12 | % | 0.29 | % | 3.30 | % | ||||||||
2011: Quarter 1 |
3.25 | % | 0.09 | % | 0.30 | % | 3.47 | % | ||||||||
Quarter 2 |
3.25 | % | 0.03 | % | 0.19 | % | 3.18 | % | ||||||||
Quarter 3 |
3.25 | % | 0.02 | % | 0.13 | % | 1.92 | % | ||||||||
Quarter 4 |
3.25 | % | 0.02 | % | 0.12 | % | 1.89 | % | ||||||||
2012: Quarter 1 |
3.25 | % | 0.07 | % | 0.19 | % | 2.23 | % | ||||||||
Quarter 2 |
3.25 | % | 0.09 | % | 0.21 | % | 1.67 | % | ||||||||
Quarter 3 |
3.25 | % | 0.10 | % | 0.17 | % | 1.65 | % | ||||||||
Quarter 4 |
3.25 | % | 0.05 | % | 0.16 | % | 1.78 | % | ||||||||
2013: Quarter 1 |
3.25 | % | 0.07 | % | 0.14 | % | 1.87 | % | ||||||||
Quarter 2 |
3.25 | % | 0.04 | % | 0.15 | % | 2.52 | % | ||||||||
Quarter 3 |
3.25 | % | 0.02 | % | 0.10 | % | 2.64 | % | ||||||||
Quarter 4 |
3.25 | % | 0.07 | % | 0.13 | % | 3.04 | % | ||||||||
2014: Quarter 1 |
3.25 | % | 0.05 | % | 0.13 | % | 2.73 | % | ||||||||
Quarter 2 |
3.25 | % | 0.04 | % | 0.11 | % | 2.53 | % | ||||||||
Quarter 3 |
3.25 | % | 0.02 | % | 0.13 | % | 2.52 | % | ||||||||
Quarter 4 |
3.25 | % | 0.04 | % | 0.25 | % | 2.17 | % | ||||||||
2015: Quarter 1 |
3.25 | % | 0.03 | % | 0.26 | % | 1.94 | % | ||||||||
Quarter 2 |
3.25 | % | 0.01 | % | 0.28 | % | 2.35 | % | ||||||||
Quarter 3 |
3.25 | % | 0.00 | % | 0.33 | % | 2.06 | % | ||||||||
Quarter 4 |
3.50 | % | 0.16 | % | 0.65 | % | 2.27 | % | ||||||||
2016: Quarter 1 |
3.50 | % | 0.21 | % | 0.59 | % | 1.78 | % | ||||||||
Quarter 2 |
3.50 | % | 0.26 | % | 0.45 | % | 1.49 | % | ||||||||
Quarter 3 |
3.50 | % | 0.29 | % | 0.59 | % | 1.60 | % | ||||||||
Quarter 4 |
3.75 | % | 0.51 | % | 0.85 | % | 2.45 | % | ||||||||
2017: Quarter 1 |
4.00 | % | 0.76 | % | 1.03 | % | 2.40 | % | ||||||||
Quarter 2 |
4.25 | % | 1.03 | % | 1.24 | % | 2.31 | % | ||||||||
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 | % | ||||||||
2021: Quarter 1 |
3.25 | % | 0.05 | % | 0.07 | % | 1.74 | % | ||||||||
Quarter 2 |
3.25 | % | 0.05 | % | 0.07 | % | 1.45 | % | ||||||||
As of August 20, 2021 |
3.25 | % | 0.05 | % | 0.06 | % | 1.26 | % |
(1) |
End of period data. |
Sources: Federal Reserve and The Wall Street Journal.
EXHIBIT II-3
Colonial Federal Savings Bank
Market Area Demographic/Economic Information
(MI KEY: 1000588; SPCIQ KEY: 4613254)
Ownership: Pending
PROJECTED | CURRENT | ACTUAL | ||||
2026 |
2021 |
2010 |
||||
Population |
|
|
|
|||
Population (actual) |
6,091 | 5,943 | 5,605 | |||
Aggregate Change: CAGR (%) |
0.49 | 0.53 | ||||
Market Weighted Change: CAGR (%) |
0.49 | 0.54 | ||||
National Change: CAGR (%) |
0.58 | 0.63 | ||||
Age brackets (actual) |
|
|
|
|||
Population 0-14 (actual) |
974 | 991 | 1,043 | |||
Population 15-34 (actual) |
1,490 | 1,494 | 1,343 | |||
Population 35-54 (actual) |
1,534 | 1,551 | 1,699 | |||
Population 55-69 (actual) |
1,286 | 1,187 | 936 | |||
Population 70+ (actual) |
807 | 720 | 584 | |||
Percent of total (%) |
|
|
|
|||
Pop Age 0-14/ Pop (%) |
15.99 | 16.68 | 18.61 | |||
Pop Age 15-34/ Pop (%) |
24.46 | 25.14 | 23.96 | |||
Pop Age 35-54/ Pop (%) |
25.18 | 26.10 | 30.31 | |||
Pop Age 55-69/ Pop (%) |
21.11 | 19.97 | 16.70 | |||
Pop Age 70+/ Pop (%) |
13.25 | 12.12 | 10.42 | |||
Households (actual) |
2,362 | 2,299 | 2,155 | |||
Aggregate Change: CAGR (%) |
0.54 | 0.59 | ||||
Market Weighted Change: CAGR (%) |
0.54 | 0.59 | ||||
National Change: CAGR (%) |
0.61 | 0.68 | ||||
Income |
|
|
|
|||
Per Capita Income ($) |
65,959 | 60,544 | ||||
National Median Per Capita ($) |
41,788 | 37,689 | ||||
Aggregate Change: CAGR (%) |
1.72 | |||||
Market Weighted Change: CAGR (%) |
1.73 |
National Change: CAGR (%) |
2.09 | |||||
Median Household Income ($) |
118,393 | 108,468 | ||||
National Median Household ($) |
73,868 | 67,761 | ||||
Aggregate Change: CAGR (%) |
1.77 | |||||
Market Weighted Change: CAGR (%) |
1.77 | |||||
National Change: CAGR (%) |
1.74 | |||||
Income brackets (actual) |
|
|
|
|||
HH w Income < $25K (actual) |
240 | 257 | ||||
HH w Income $25K-$49K (actual) |
259 | 275 | ||||
HH w Income $50K-$99K (actual) |
515 | 540 | ||||
HH: Annual Income $100K+ (actual) |
1,347 | 1,227 | ||||
Percent of total (%) |
|
|
|
|||
HH w Income < $25K/ HH (%) |
10.16 | 11.18 | ||||
HH w Income $25K-$49K/ HH (%) |
10.97 | 11.96 | ||||
HH w Income $50K-$99K/ HH (%) |
21.80 | 23.49 | ||||
Annual Income $100K+/ HH (%) |
57.03 | 53.37 |
Company demographics represent the demographic attributes of the company, aggregated up from the county level for all markets in which the company has a presence (this excludes territories). We use two methodologies to derive these values.
1. Aggregate method uses deposit market share to calculate the overall demographic characteristics of the company. For example, if the focus company has a 50% deposit market share in a county of 100,000 people, then 50,000 people are allocated to the aggregate company population. Aggregate compound annual growth rate (CAGR) represents the change in the aggregate company demographic.
2. Market Weighted demographics represent the weighted average demographic attributes of all of the counties in which the company has a presence. Counties are weighted by percent of total company deposits in each market. For example, if the company has 10% of their total deposits in a county of 100,000 people and 90% of their total deposits in a county of 10,000 people, then the Market Weighted population is 19,000 - the weighted average of the two markets. Market Weighted compound annual growth rate (CAGR) represents the weighted average of the county demographic growth rates.
S&P Global Market Intelligence recommends using a combination of both metrics to gauge the growth rates of a company.
Demographic data is provided by Claritas based primarily on US Census data. For non-census year data, Claritas uses samples and projections to estimate the demographic data. S&P Global Market Intelligence performs calculations on the underlying data provided by Claritas for some of the data presented on this page.
EXHIBIT III-1
Colonial Federal Savings Bank
General Characteristics of Publicly-Traded Institutions
Exhibit III-1
Publicly-Traded Savings Institutions General Characteristics
As of June 30, 2021 or the Most Recent Date Available
As of
August 20, 2021 |
||||||||||||||||||||||||||||||||
Ticker |
Financial Institution |
Exchange |
Region |
City |
State |
Total
Assets |
Offices |
Fiscal Mth End |
Conv.
Date |
Stock
Price |
Market
Value |
|||||||||||||||||||||
($Mil) | ($) | ($Mil) | ||||||||||||||||||||||||||||||
All Publicly Traded Savings Institutions |
||||||||||||||||||||||||||||||||
BCOW |
1895 Bancorp of Wisconsin, Inc. | NASDAQCM | MW | Greenfield | WI | 606 | 6 | Dec | 1/8/19 | 10.90 | 70 | |||||||||||||||||||||
AFBI |
Affinity Bancshares, Inc. | NASDAQCM | SE | Covington | GA | 787 | 3 | Dec | 4/27/17 | 13.49 | 93 | |||||||||||||||||||||
AX |
Axos Financial, Inc. | NYSE | WE | Las Vegas | NV | 14,266 | 1 | Jun | 3/14/05 | 48.69 | 2,888 | |||||||||||||||||||||
BLFY |
Blue Foundry Bancorp | NASDAQGS | MA | Rutherford | NJ | 2,577 | 17 | Dec | 7/15/21 | 13.50 | 385 | |||||||||||||||||||||
BSBK |
Bogota Financial Corp. | NASDAQCM | MA | Teaneck | NJ | 819 | 8 | Dec | 1/15/20 | 10.35 | 144 | |||||||||||||||||||||
BYFC |
Broadway Financial Corporation | NASDAQCM | WE | Los Angeles | CA | 1,041 | 4 | Dec | 1/8/96 | 3.07 | 119 | |||||||||||||||||||||
CFFN |
Capitol Federal Financial, Inc. | NASDAQGS | MW | Topeka | KS | 9,650 | 54 | Sep | 3/31/99 | 11.51 | 1,560 | |||||||||||||||||||||
CARV |
Carver Bancorp, Inc. | NASDAQCM | MA | New York | NY | 683 | 7 | Mar | 10/24/94 | 16.80 | 58 | |||||||||||||||||||||
CBMB |
CBM Bancorp, Inc. | NASDAQCM | MA | Baltimore | MD | 250 | 4 | Dec | 9/27/18 | 14.75 | 48 | |||||||||||||||||||||
CNNB |
Cincinnati Bancorp, Inc. | NASDAQCM | MW | Cincinnati | OH | 250 | 6 | Dec | 10/14/15 | 14.10 | 41 | |||||||||||||||||||||
CLBK |
Columbia Financial, Inc. | NASDAQGS | MA | Fair Lawn | NJ | 9,067 | 61 | Dec | 4/19/18 | 18.44 | 1,998 | |||||||||||||||||||||
CULL |
Cullman Bancorp, Inc. | NASDAQCM | SE | Cullman | AL | 376 | 4 | Dec | 10/8/09 | 11.49 | 85 | |||||||||||||||||||||
ESBK |
Elmira Savings Bank | NASDAQCM | MA | Elmira | NY | 649 | 12 | Dec | 3/1/85 | 13.86 | 49 | |||||||||||||||||||||
ESSA |
ESSA Bancorp, Inc. | NASDAQGS | MA | Stroudsburg | PA | 1,822 | 22 | Sep | 4/3/07 | 16.58 | 163 | |||||||||||||||||||||
FFBW |
FFBW, Inc. | NASDAQCM | MW | Brookfield | WI | 353 | 6 | Dec | 10/10/17 | 11.35 | 73 | |||||||||||||||||||||
FNWB |
First Northwest Bancorp | NASDAQGM | WE | Port Angeles | WA | 1,787 | 14 | Dec | 1/29/15 | 18.75 | 170 | |||||||||||||||||||||
FSEA |
First Seacoast Bancorp | NASDAQCM | NE | Dover | NH | 478 | 5 | Dec | 7/16/19 | 9.80 | 57 | |||||||||||||||||||||
FBC |
Flagstar Bancorp, Inc. | NYSE | MW | Troy | MI | 27,065 | 159 | Dec | 4/30/97 | 48.43 | 2,560 | |||||||||||||||||||||
FSBW |
FS Bancorp, Inc. | NASDAQCM | WE | Mountlake Terrace | WA | 2,223 | 23 | Dec | 7/9/12 | 33.72 | 273 | |||||||||||||||||||||
GBNY |
Generations Bancorp NY, Inc. | NASDAQCM | MA | Seneca Falls | NY | 380 | 10 | Dec | 7/10/06 | 10.28 | 25 | |||||||||||||||||||||
GCBC |
Greene County Bancorp, Inc. | NASDAQCM | MA | Catskill | NY | 2,200 | 19 | Jun | 12/30/98 | 30.00 | 255 | |||||||||||||||||||||
HONE |
HarborOne Bancorp, Inc. | NASDAQGS | NE | Brockton | MA | 4,616 | 30 | Dec | 6/29/16 | 13.77 | 711 | |||||||||||||||||||||
HIFS |
Hingham Institution for Savings | NASDAQGM | NE | Hingham | MA | 2,974 | 9 | Dec | 12/13/88 | 306.54 | 657 | |||||||||||||||||||||
HMNF |
HMN Financial, Inc. | NASDAQGM | MW | Rochester | MN | 981 | 14 | Dec | 6/30/94 | 22.99 | 103 | |||||||||||||||||||||
HFBL |
Home Federal Bancorp, Inc. of Louisiana | NASDAQCM | SW | Shreveport | LA | 566 | 8 | Jun | 1/18/05 | 18.50 | 58 | |||||||||||||||||||||
HVBC |
HV Bancorp, Inc. | NASDAQCM | MA | Doylestown | PA | 549 | 7 | Dec | 1/11/17 | 21.83 | 47 | |||||||||||||||||||||
IROQ |
IF Bancorp, Inc. | NASDAQCM | MW | Watseka | IL | 745 | (1) | 8 | Jun | 7/7/11 | 21.67 | 66 | ||||||||||||||||||||
KRNY |
Kearny Financial Corp. | NASDAQGS | MA | Fairfield | NJ | 7,284 | 48 | Jun | 2/23/05 | 13.05 | 1,018 | |||||||||||||||||||||
KFFB |
Kentucky First Federal Bancorp | NASDAQGM | MW | Hazard | KY | 333 | (1) | 7 | Jun | 3/2/05 | 7.07 | 58 | ||||||||||||||||||||
LSBK |
Lake Shore Bancorp, Inc. | NASDAQGM | MA | Dunkirk | NY | 711 | 12 | Dec | 4/3/06 | 14.90 | 84 | |||||||||||||||||||||
MGYR |
Magyar Bancorp, Inc. | NASDAQGM | MA | New Brunswick | NJ | 842 | 7 | Sep | 1/23/06 | 10.57 | 75 | |||||||||||||||||||||
EBSB |
Meridian Bancorp, Inc. | NASDAQGS | NE | Peabody | MA | 6,287 | 43 | Dec | 1/22/08 | 20.91 | 1,054 | |||||||||||||||||||||
MSVB |
Mid-Southern Bancorp, Inc. | NASDAQCM | MW | Salem | IN | 249 | 3 | Dec | 4/8/98 | 15.39 | 44 | |||||||||||||||||||||
NYCB |
New York Community Bancorp, Inc. | NYSE | MA | Westbury | NY | 57,469 | 237 | Dec | 11/23/93 | 12.31 | 5,725 | |||||||||||||||||||||
NECB |
Northeast Community Bancorp, Inc. | NASDAQCM | MA | White Plains | NY | 1,077 | 10 | Dec | 7/5/06 | 10.07 | 165 | |||||||||||||||||||||
NFBK |
Northfield Bancorp, Inc. (Staten Island, NY) | NASDAQGS | MA | Woodbridge | NJ | 5,427 | 38 | Dec | 11/7/07 | 16.48 | 837 | |||||||||||||||||||||
OFED |
Oconee Federal Financial Corp. | NASDAQCM | SE | Seneca | SC | 544 | 8 | Jun | 1/13/11 | 23.50 | 131 | |||||||||||||||||||||
PBBK |
PB Bankshares, Inc. | NASDAQCM | MA | Coatesville | PA | 349 | 4 | Dec | 7/14/21 | 13.25 | 37 | |||||||||||||||||||||
PCSB |
PCSB Financial Corporation | NASDAQCM | MA | Yorktown Heights | NY | 1,875 | 16 | Jun | 4/20/17 | 18.60 | 293 | |||||||||||||||||||||
PDLB |
PDL Community Bancorp | NASDAQGM | MA | Bronx | NY | 1,548 | 14 | Dec | 9/29/17 | 13.58 | 235 | |||||||||||||||||||||
PBFS |
Pioneer Bancorp, Inc. | NASDAQCM | MA | Albany | NY | 1,788 | (1) | 23 | Jun | 7/17/19 | 12.00 | 301 | ||||||||||||||||||||
PVBC |
Provident Bancorp, Inc. | NASDAQCM | NE | Amesbury | MA | 1,585 | 7 | Dec | 7/15/15 | 16.47 | 272 | |||||||||||||||||||||
PROV |
Provident Financial Holdings, Inc. | NASDAQGS | WE | Riverside | CA | 1,184 | 14 | Jun | 6/27/96 | 17.30 | 130 | |||||||||||||||||||||
PFS |
Provident Financial Services, Inc. | NYSE | MA | Jersey City | NJ | 13,217 | 100 | Dec | 1/15/03 | 21.89 | 1,672 | |||||||||||||||||||||
PBIP |
Prudential Bancorp, Inc. | NASDAQGM | MA | Philadelphia | PA | 1,125 | 10 | Sep | 3/29/05 | 14.10 | 110 | |||||||||||||||||||||
RNDB |
Randolph Bancorp, Inc. | NASDAQGM | NE | Stoughton | MA | 744 | 5 | Dec | 7/1/16 | 20.32 | 99 | |||||||||||||||||||||
RBKB |
Rhinebeck Bancorp, Inc. | NASDAQCM | MA | Poughkeepsie | NY | 1,210 | 17 | Dec | 1/16/19 | 10.65 | 115 | |||||||||||||||||||||
RVSB |
Riverview Bancorp, Inc. | NASDAQGS | WE | Vancouver | WA | 1,617 | 16 | Mar | 10/26/93 | 7.39 | 163 | |||||||||||||||||||||
SVBI |
Severn Bancorp, Inc. | NASDAQCM | MA | Annapolis | MD | 1,144 | 7 | Dec | NA | 12.23 | 157 | |||||||||||||||||||||
STXB |
Spirit of Texas Bancshares, Inc. | NASDAQGS | SW | Conroe | TX | 3,085 | 37 | Dec | 5/3/18 | 22.39 | 384 | |||||||||||||||||||||
SBT |
Sterling Bancorp, Inc. (Southfield, MI) | NASDAQCM | MW | Southfield | MI | 3,417 | 28 | Dec | 11/16/17 | 5.17 | 261 | |||||||||||||||||||||
TCBC |
TC Bancshares, Inc. | NASDAQCM | SE | Thomasville | GA | 406 | 2 | Dec | 7/20/21 | 12.89 | 63 | |||||||||||||||||||||
TBNK |
Territorial Bancorp Inc. | NASDAQGS | WE | Honolulu | HI | 2,132 | 30 | Dec | 7/13/09 | 25.63 | 231 | |||||||||||||||||||||
TCBS |
Texas Community Bancshares, Inc. | NASDAQCM | SW | Mineola | TX | 350 | 6 | Dec | 7/14/21 | 15.45 | 50 | |||||||||||||||||||||
TFSL |
TFS Financial Corporation | NASDAQGS | MW | Cleveland | OH | 14,237 | 37 | Sep | 4/20/07 | 19.75 | 5,470 | |||||||||||||||||||||
TSBK |
Timberland Bancorp, Inc. | NASDAQGM | WE | Hoquiam | WA | 1,740 | 24 | Sep | 1/12/98 | 28.69 | 240 | |||||||||||||||||||||
TBK |
Triumph Bancorp, Inc. | NASDAQGS | SW | Dallas | TX | 6,016 | 65 | Dec | 11/6/14 | 80.39 | 1,990 | |||||||||||||||||||||
TRST |
TrustCo Bank Corp NY | NASDAQGS | MA | Glenville | NY | 6,123 | 147 | Dec | NA | 32.79 | 632 | |||||||||||||||||||||
WSBF |
Waterstone Financial, Inc. | NASDAQGS | MW | Wauwatosa | WI | 2,202 | 16 | Dec | 10/4/05 | 20.05 | 478 | |||||||||||||||||||||
WNEB |
Western New England Bancorp, Inc. | NASDAQGS | NE | Westfield | MA | 2,477 | 27 | Dec | 12/27/01 | 8.87 | 214 | |||||||||||||||||||||
WMPN |
William Penn Bancorporation | NASDAQCM | MA | Bristol | PA | 817 | (1) | 12 | Jun | 4/15/08 | 12.25 | 186 | ||||||||||||||||||||
WSFS |
WSFS Financial Corporation | NASDAQGS | MA | Wilmington | DE | 15,149 | 94 | Dec | 11/26/86 | 44.70 | 2,125 | |||||||||||||||||||||
WVFC |
WVS Financial Corp. | NASDAQGM | MA | Pittsburgh | PA | 346 | 6 | Jun | 11/29/93 | 16.23 | 28 |
(1) |
Data as of March 31, 2021. |
Source: S&P Global Market Intelligence.
EXHIBIT III-2
Colonial Federal Savings Bank
Peer Group Summary Demographic and Deposit Market Share Data
Exhibit III-2
Colonial Federal Savings Bank
Peer Group Market Area Comparative Analysis
Per Capita Income | Deposit | |||||||||||||||||||||||||||||||||
Population (000s) | 2015-2021 | 2021-2026 | 2021 | % State | Market | |||||||||||||||||||||||||||||
Institution |
County |
2015 | 2021 | 2026 (1) | % Change | % Change | ($) | Average | Share(2) | |||||||||||||||||||||||||
CBM Bancorp, Inc. |
Baltimore, MD | 830,854 | 827,833 | 838,202 | -0.1 | % | 0.2 | % | 44,121 | 96.9 | % | 0.65 | % | |||||||||||||||||||||
Cincinnati Bancorp, Inc. |
Hamilton, OH | 806,557 | 820,001 | 828,307 | 0.3 | % | 0.2 | % | 39,101 | 116.8 | % | 0.10 | % | |||||||||||||||||||||
Elmira Savings Bank |
Chemung, NY | 88,004 | 82,370 | 80,032 | -1.1 | % | -0.6 | % | 31,386 | 74.5 | % | 24.23 | % | |||||||||||||||||||||
FFBW, Inc. |
Waukesha, WI | 395,838 | 406,583 | 413,751 | 0.4 | % | 0.4 | % | 50,395 | 142.0 | % | 1.07 | % | |||||||||||||||||||||
Generations Bancorp NY, Inc. |
Seneca, NY | 35,409 | 33,735 | 33,139 | -0.8 | % | -0.4 | % | 32,604 | 77.4 | % | 0.41 | % | |||||||||||||||||||||
HMN Financial, Inc. |
Olmsted, MN | 151,624 | 160,589 | 167,296 | 1.0 | % | 0.8 | % | 43,936 | 107.2 | % | 5.92 | % | |||||||||||||||||||||
HV Bancorp, Inc. |
Bucks, PA | 627,549 | 628,796 | 630,606 | 0.0 | % | 0.1 | % | 51,097 | 138.5 | % | 0.41 | % | |||||||||||||||||||||
IF Bancorp, Inc. |
Iroquois, IL | 28,605 | 26,613 | 25,608 | -1.2 | % | -0.8 | % | 28,928 | 76.6 | % | 22.22 | % | |||||||||||||||||||||
Mid-Southern Bancorp, Inc. |
Washington, IN | 27,525 | 28,097 | 28,348 | 0.3 | % | 0.2 | % | 27,232 | 85.6 | % | 27.66 | % | |||||||||||||||||||||
Prudential Bancorp, Inc. |
Philadelphia, PA | 1,562,939 | 1,588,749 | 1,606,225 | 0.3 | % | 0.2 | % | 30,040 | 81.4 | % | 0.08 | % | |||||||||||||||||||||
Randolph Bancorp, Inc. |
Norfolk, MA | 695,686 | 711,405 | 729,065 | 0.4 | % | 0.5 | % | 60,544 | 123.6 | % | 1.63 | % | |||||||||||||||||||||
WVS Financial Corp. |
Allegheny, PA | 1,234,342 | 1,212,006 | 1,206,155 | -0.3 | % | -0.1 | % | 43,296 | 117.4 | % | 0.08 | % | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Averages: | 540,411 | 543,898 | 548,895 | -0.1 | % | 0.1 | % | 40,223 | 103.2 | % | 7.04 | % | ||||||||||||||||||||||
Medians: | 511,694 | 517,690 | 522,179 | 0.2 | % | 0.2 | % | 41,199 | 102.0 | % | 0.86 | % | ||||||||||||||||||||||
Colonial FSB |
Norfolk, MA | 695,686 | 711,405 | 729,065 | 0.4 | % | 0.5 | % | 60,544 | 123.6 | % | 0.84 | % |
(1) |
Projected population. |
(2) |
Total institution deposits in headquarters county as percent of total county deposits as of June 30, 2020. |
Sources: S&P Global Market Intelligence, FDIC.
EXHIBIT IV-1
Colonial Federal Savings Bank
Thrift Stock Prices: As of August 20, 2021
RP® Financial, LC.
Exhibit IV-1A
Weekly Bank and Thrift Market Line - Part One
Prices As of August 20, 2021
Market Capitalization |
Price Change Data |
Current Per Share Financials |
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Price/ Share(1) |
Shares Outstanding |
Market Capitalization |
52 Week (1) |
% Change From |
LTM EPS (3) |
LTM Core EPS (3) |
BV/ Share |
TBV/ Share (4) |
Assets/ Share |
|||||||||||||||||||||
High |
Low |
Last Wk |
Last Wk |
52 Wks (2) |
MRY (2) |
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($) | (000) | ($Mil) | ($) | ($) | ($) | (%) | (%) | (%) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||
Financial Institutions, Fully Converted, Not Under Acquisition (734) |
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Average | 155.76 | 58,189 | 3,063.7 | 163.01 | 104.34 | 155.76 | -0.87 | 47.44 | 23.39 | 16.49 | 11.55 | 162.72 | 124.76 | 1258.77 | ||||||||||||||||
Median | 26.84 | 5,644 | 136.8 | 29.69 | 17.00 | 26.84 | -0.46 | 41.72 | 20.72 | 2.76 | 2.65 | 24.43 | 21.51 | 251.87 | ||||||||||||||||
Financial Institutions, Fully Converted, Not Under Acquisition (734) |
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BCOW |
1895 Bancorp of Wisconsin, Inc. | 10.90 | 6,405 | 69.8 | 12.65 | 5.94 | 10.90 | 1.54 | 82.54 | 44.05 | 0.27 | NA | NA | NA | 94.54 | |||||||||||||||
ACNB |
ACNB Corporation | 28.23 | 8,721 | 246.2 | 33.74 | 19.00 | 28.23 | -1.77 | 32.29 | 12.92 | 3.44 | 3.50 | 30.54 | 24.95 | 310.56 | |||||||||||||||
AFBI |
Affinity Bancshares, Inc. | 13.49 | 6,873 | 92.7 | 14.14 | 6.53 | 13.49 | 1.76 | 98.09 | 36.28 | 1.09 | 1.13 | 17.12 | 14.37 | 114.48 | |||||||||||||||
ALRS |
Alerus Financial Corporation | 27.03 | 17,203 | 465.0 | 34.70 | 17.88 | 27.03 | -8.06 | 29.27 | -1.24 | 3.14 | 3.18 | 20.03 | 16.89 | 183.53 | |||||||||||||||
ATLO |
Ames National Corporation | 23.53 | 9,123 | 214.7 | 27.90 | 16.53 | 23.53 | -1.96 | 20.73 | -2.04 | 2.49 | 2.47 | 23.03 | 21.36 | 228.60 | |||||||||||||||
BFC |
Bank First Corporation | 68.99 | 7,666 | 528.9 | 77.00 | 55.90 | 68.99 | -1.97 | 10.61 | 6.43 | 5.90 | 5.71 | 40.50 | 32.69 | 367.73 | |||||||||||||||
BMRC |
Bank of Marin Bancorp | 36.44 | 16,357 | 596.1 | 42.19 | 27.26 | 36.44 | 0.91 | 13.70 | 6.12 | 2.52 | 2.57 | 26.71 | 24.14 | 187.92 | |||||||||||||||
BKSC |
Bank of South Carolina Corporation | 19.64 | 5,535 | 108.7 | 25.65 | 15.61 | 19.64 | -12.71 | 20.49 | 22.52 | 1.22 | 1.22 | 9.84 | 9.84 | 105.13 | |||||||||||||||
BOTJ |
Bank of the James Financial Group, Inc. | 14.39 | 4,741 | 68.2 | 19.68 | 8.60 | 14.39 | 1.91 | 51.59 | 30.60 | 1.47 | 1.47 | 13.05 | 13.05 | 191.61 | |||||||||||||||
BWB |
Bridgewater Bancshares, Inc. | 15.63 | 28,186 | 440.5 | 18.25 | 8.65 | 15.63 | -2.07 | 62.81 | 25.14 | 1.17 | 1.30 | 10.33 | 10.21 | 112.21 | |||||||||||||||
BYFC |
Broadway Financial Corporation | 3.07 | 38,751 | 57.1 | 3.95 | 1.41 | 3.07 | -8.08 | 99.35 | 65.95 | -0.15 | 0.03 | 1.96 | 1.55 | 26.86 | |||||||||||||||
CATC |
Cambridge Bancorp | 84.20 | 6,966 | 586.5 | 89.50 | 47.75 | 84.20 | -2.05 | 53.09 | 20.72 | 7.69 | 8.07 | 60.23 | 52.37 | 617.80 | |||||||||||||||
CARV |
Carver Bancorp, Inc. | 16.80 | 3,482 | 58.5 | 42.50 | 5.40 | 16.80 | 0.06 | 163.32 | 158.86 | -1.73 | -1.81 | 7.78 | 7.78 | 196.16 | |||||||||||||||
CBMB |
CBM Bancorp, Inc. | 14.75 | 3,285 | 48.5 | 16.50 | 11.90 | 14.75 | 0.34 | 23.36 | 11.07 | 0.25 | 0.25 | 14.23 | 14.23 | 76.11 | |||||||||||||||
CVCY |
Central Valley Community Bancorp | 22.51 | 11,984 | 269.8 | 23.83 | 11.51 | 22.51 | -3.60 | 83.91 | 51.18 | 2.12 | 2.12 | 20.36 | 15.93 | 190.30 | |||||||||||||||
CFBK |
CF Bankshares Inc. | 18.67 | 6,618 | 100.0 | 23.68 | 10.71 | 18.67 | -4.21 | 63.34 | 5.54 | 4.13 | 4.08 | 18.07 | 18.07 | 227.85 | |||||||||||||||
COFS |
ChoiceOne Financial Services, Inc. | 24.23 | 7,621 | 184.7 | 32.80 | 22.42 | 24.23 | 0.12 | -10.26 | -21.36 | 2.46 | 2.82 | 29.71 | 21.31 | 278.30 | |||||||||||||||
CNNB |
Cincinnati Bancorp, Inc. | 14.10 | 2,934 | 41.4 | 15.50 | 8.60 | 14.10 | -1.40 | 63.52 | 17.99 | 1.45 | 1.46 | 14.45 | 14.40 | 85.14 | |||||||||||||||
CZNC |
Citizens & Northern Corporation | 24.96 | 15,845 | 395.5 | 25.69 | 14.92 | 24.96 | -1.11 | 39.91 | 25.81 | 1.60 | 2.04 | 19.06 | 15.54 | 147.62 | |||||||||||||||
CIVB |
Civista Bancshares, Inc. | 23.02 | 15,139 | 348.5 | 24.26 | 11.25 | 23.02 | -3.32 | 68.64 | 31.32 | 2.39 | 2.53 | 22.83 | 17.50 | 193.19 | |||||||||||||||
EGBN |
Eagle Bancorp, Inc. | 56.73 | 31,961 | 1,813.1 | 59.25 | 24.81 | 56.73 | -1.56 | 91.27 | 37.36 | 5.35 | 5.49 | 40.87 | NA | 342.94 | |||||||||||||||
ESBK |
Elmira Savings Bank | 13.86 | 3,548 | 49.2 | 16.00 | 10.30 | 13.86 | -2.22 | 30.75 | 20.52 | 1.38 | 1.38 | 17.57 | 14.10 | 182.85 | |||||||||||||||
EMCF |
Emclaire Financial Corp | 27.70 | 2,721 | 75.4 | 36.40 | 20.97 | 27.70 | -3.65 | 19.14 | -9.55 | 2.99 | 3.01 | 32.72 | 25.20 | 406.83 | |||||||||||||||
ESQ |
Esquire Financial Holdings, Inc. | 26.00 | 7,450 | 193.7 | 26.79 | 14.00 | 26.00 | 1.01 | 54.30 | 35.49 | 2.09 | 2.04 | 17.20 | 17.20 | 142.02 | |||||||||||||||
FMAO |
Farmers & Merchants Bancorp, Inc. | 22.70 | 11,101 | 252.0 | 27.58 | 19.50 | 22.70 | 0.53 | 3.42 | -1.30 | 1.88 | 1.97 | 22.40 | 17.04 | 195.20 | |||||||||||||||
FMNB |
Farmers National Banc Corp. | 15.63 | 28,325 | 442.7 | 18.26 | 10.05 | 15.63 | -1.45 | 30.36 | 17.78 | 1.84 | 1.91 | 12.95 | 11.23 | 115.09 | |||||||||||||||
FFBW |
FFBW, Inc. | 11.35 | 6,421 | 72.9 | 11.76 | 7.86 | 11.35 | -3.40 | 39.26 | 13.27 | 0.31 | NA | 13.76 | NA | 54.91 | |||||||||||||||
FCAP |
First Capital, Inc. | 42.28 | 3,374 | 142.7 | 70.65 | 42.13 | 42.28 | -0.68 | -32.24 | -30.18 | 3.37 | 3.25 | 33.31 | 31.21 | 319.71 | |||||||||||||||
FCCO |
First Community Corporation | 20.21 | 7,540 | 152.4 | 22.00 | 12.23 | 20.21 | -4.80 | 54.27 | 18.95 | 1.71 | 1.70 | 18.29 | 16.22 | 200.94 | |||||||||||||||
FXNC |
First National Corporation | 21.25 | 6,219 | 132.1 | 23.87 | 13.25 | 21.25 | -2.30 | 51.89 | 25.74 | 2.20 | 2.30 | 18.22 | 18.22 | 164.76 | |||||||||||||||
FSFG |
First Savings Financial Group, Inc. | 81.95 | 2,369 | 194.2 | 82.80 | 42.15 | 81.95 | 1.89 | 75.67 | 26.08 | 16.74 | 16.07 | 74.84 | NA | 742.24 | |||||||||||||||
FUSB |
First US Bancshares, Inc. | 11.41 | 6,217 | 70.9 | 12.50 | 6.22 | 11.41 | -0.59 | 82.56 | 26.56 | 0.49 | 0.53 | 14.28 | 12.96 | 152.30 | |||||||||||||||
FNCB |
FNCB Bancorp, Inc. | 7.95 | 19,984 | 158.9 | 8.94 | 5.10 | 7.95 | 0.00 | 33.17 | 24.22 | 1.01 | 0.91 | 7.99 | 7.99 | 76.30 | |||||||||||||||
FRAF |
Franklin Financial Services Corporation | 31.68 | 4,420 | 140.0 | 34.90 | 19.60 | 31.68 | -4.61 | 29.84 | 17.20 | 4.11 | 4.06 | 34.16 | 32.12 | 379.74 | |||||||||||||||
FSBW |
FS Bancorp, Inc. | 33.72 | 8,094 | 279.5 | 36.85 | 19.00 | 33.72 | -4.91 | 66.52 | 23.07 | 5.09 | 5.14 | 29.01 | 28.21 | 274.59 | |||||||||||||||
GBNY |
Generations Bancorp NY, Inc. | 10.28 | 2,458 | 25.3 | 11.75 | 7.01 | 10.28 | -1.29 | 40.56 | -1.39 | 0.73 | 0.38 | 17.31 | 16.65 | 154.61 | |||||||||||||||
GLBZ |
Glen Burnie Bancorp | 12.41 | 2,851 | 35.4 | 13.01 | 9.00 | 12.41 | 1.31 | 37.89 | 12.82 | 0.90 | 0.90 | 12.43 | 12.43 | 151.79 | |||||||||||||||
HFBL |
Home Federal Bancorp, Inc. of Louisiana | 18.50 | 3,126 | 57.5 | 20.75 | 11.13 | 18.50 | -2.06 | 58.80 | 28.12 | 1.57 | 1.57 | 15.73 | 15.73 | 180.95 | |||||||||||||||
HVBC |
HV Bancorp, Inc. | 21.83 | 2,176 | 47.5 | 22.25 | 12.17 | 21.83 | -1.15 | 77.34 | 27.14 | 3.32 | 3.32 | 19.04 | 19.04 | 252.11 | |||||||||||||||
IROQ |
IF Bancorp, Inc. | 21.67 | 3,043 | 65.9 | 23.50 | 15.03 | 21.67 | -5.55 | 31.41 | -1.63 | 1.87 | 1.75 | 25.76 | 25.76 | 244.96 | |||||||||||||||
LCNB |
LCNB Corp. | 17.49 | 12,500 | 218.6 | 19.99 | 12.51 | 17.49 | -1.19 | 17.38 | 19.06 | 1.59 | 1.63 | 18.99 | 14.15 | 148.53 | |||||||||||||||
LMST |
Limestone Bancorp, Inc. | 17.25 | 7,469 | 111.6 | 17.34 | 10.18 | 17.25 | 3.42 | 60.62 | 37.34 | 1.64 | 1.67 | 16.30 | 15.20 | 179.25 | |||||||||||||||
MNSB |
MainStreet Bancshares, Inc. | 24.39 | 7,363 | 179.6 | 24.95 | 11.75 | 24.39 | 3.83 | 74.84 | 44.23 | 3.07 | 3.07 | 20.18 | 20.18 | 231.93 | |||||||||||||||
MBIN |
Merchants Bancorp | 35.32 | 28,784 | 1,016.6 | 45.67 | 18.67 | 35.32 | -2.83 | 81.97 | 27.83 | 7.34 | 7.36 | 24.21 | 23.59 | 343.30 | |||||||||||||||
MBCN |
Middlefield Banc Corp. | 23.65 | 6,129 | 145.4 | 26.35 | 17.41 | 23.65 | -0.08 | 35.22 | 5.11 | 2.03 | 2.05 | 23.50 | 20.82 | 221.93 | |||||||||||||||
MSVB |
Mid-Southern Bancorp, Inc. | 15.39 | 2,853 | 43.9 | 16.59 | 12.30 | 15.39 | -0.39 | 23.52 | 6.80 | 0.42 | 0.42 | 15.50 | 15.50 | 87.34 | |||||||||||||||
MVBF |
MVB Financial Corp. | 39.74 | 11,813 | 469.4 | 45.94 | 13.62 | 39.74 | -5.65 | 182.24 | 75.22 | 2.89 | -0.02 | 21.12 | 20.54 | 231.50 | |||||||||||||||
NKSH |
National Bankshares, Inc. | 37.25 | 6,170 | 229.8 | 39.99 | 23.37 | 37.25 | -3.95 | 42.67 | 18.97 | 2.89 | 2.89 | 30.99 | NA | 269.31 | |||||||||||||||
NCBS |
Nicolet Bankshares, Inc. | 75.50 | 9,757 | 736.6 | 86.25 | 53.23 | 75.50 | 0.49 | 28.47 | 13.79 | 6.98 | 7.40 | 56.70 | 39.09 | 470.17 | |||||||||||||||
NECB |
Northeast Community Bancorp, Inc. | 10.07 | 16,378 | 164.9 | 12.69 | 6.05 | 10.07 | 0.00 | 54.21 | -2.22 | 0.84 | NA | 9.84 | 9.80 | 65.73 | |||||||||||||||
OVLY |
Oak Valley Bancorp | 18.46 | 8,142 | 150.3 | 20.55 | 11.04 | 18.46 | 1.93 | 26.27 | 11.07 | 2.04 | 2.05 | 16.60 | 16.15 | 216.71 | |||||||||||||||
OPOF |
Old Point Financial Corporation | 22.10 | 5,245 | 115.9 | 26.26 | 14.89 | 22.10 | -0.62 | 42.28 | 16.54 | 1.24 | 1.31 | 22.87 | 22.50 | 243.07 | |||||||||||||||
OPHC |
OptimumBank Holdings, Inc. | 4.85 | 4,372 | 21.2 | 7.27 | 2.30 | 4.85 | -7.97 | 87.26 | 43.92 | 0.20 | 0.20 | 5.37 | 5.37 | 67.27 | |||||||||||||||
OBT |
Orange County Bancorp, Inc. | 34.02 | 5,638 | 191.8 | 37.00 | 22.00 | 34.02 | 0.00 | 42.94 | 24.84 | NA | NA | 31.39 | 29.79 | 363.97 | |||||||||||||||
ORRF |
Orrstown Financial Services, Inc. | 23.47 | 11,254 | 264.1 | 25.91 | 12.40 | 23.47 | 0.17 | 61.86 | 41.81 | 3.07 | 3.23 | 23.61 | 21.52 | 258.82 | |||||||||||||||
PKBK |
Parke Bancorp, Inc. | 19.94 | 11,893 | 237.2 | 22.08 | 11.56 | 19.94 | -4.13 | 58.25 | 27.82 | 2.90 | 2.87 | 18.09 | 18.09 | 176.69 | |||||||||||||||
PTRS |
Partners Bancorp | 8.83 | 17,727 | 156.6 | 9.56 | 4.97 | 8.83 | 0.16 | 40.44 | 35.90 | 0.31 | 0.29 | 7.67 | 6.99 | 90.77 | |||||||||||||||
PBHC |
Pathfinder Bancorp, Inc. | 16.25 | 4,483 | 72.8 | 16.55 | 9.51 | 16.25 | -0.18 | 74.17 | 41.55 | 1.44 | 1.31 | 17.37 | 16.59 | 281.00 | |||||||||||||||
PBBK |
PB Bankshares, Inc. | 13.25 | 2,777 | 36.8 | 13.58 | 12.50 | 13.25 | 2.75 | 32.50 | 32.50 | NA | NA | NA | NA | 125.53 | |||||||||||||||
PCSB |
PCSB Financial Corporation | 18.60 | 15,771 | 293.3 | 20.75 | 11.65 | 18.60 | -0.43 | 53.97 | 16.69 | 0.84 | 0.84 | 17.41 | 17.01 | 118.89 | |||||||||||||||
PLBC |
Plumas Bancorp | 32.37 | 5,810 | 188.1 | 33.26 | 18.70 | 32.37 | -0.15 | 56.83 | 37.74 | 3.23 | 3.33 | 20.54 | 20.42 | 218.22 | |||||||||||||||
PVBC |
Provident Bancorp, Inc. | 16.47 | 16,527 | 229.5 | 18.90 | 7.50 | 16.47 | -2.31 | 113.34 | 37.25 | 0.84 | 0.92 | 12.69 | 12.69 | 95.91 | |||||||||||||||
RMBI |
Richmond Mutual Bancorporation, Inc. | 15.79 | 12,475 | 197.0 | 15.90 | 10.09 | 15.79 | 0.00 | 40.86 | 15.59 | 0.88 | 0.88 | 14.39 | 14.39 | 95.27 | |||||||||||||||
SAL |
Salisbury Bancorp, Inc. | 48.77 | 2,822 | 137.6 | 53.00 | 30.32 | 48.77 | -4.56 | 35.47 | 30.86 | 5.62 | 5.53 | 46.02 | 41.01 | 509.17 | |||||||||||||||
SBFG |
SB Financial Group, Inc. | 17.81 | 7,035 | 125.3 | 20.09 | 12.02 | 17.81 | -2.46 | 36.68 | -2.57 | 2.89 | 2.90 | 20.50 | 17.26 | 186.58 | |||||||||||||||
SMBK |
SmartFinancial, Inc. | 24.54 | 15,110 | 370.8 | 25.41 | 12.70 | 24.54 | -1.37 | 69.59 | 35.28 | 2.24 | 2.39 | 24.71 | 18.69 | 241.85 | |||||||||||||||
SFBC |
Sound Financial Bancorp, Inc. | 43.35 | 2,588 | 112.2 | 48.39 | 26.15 | 43.35 | -1.88 | 62.97 | 36.54 | 4.02 | 4.03 | 34.25 | 33.91 | 356.69 | |||||||||||||||
SBT |
Sterling Bancorp, Inc. (Southfield, MI) | 5.17 | 50,475 | 261.0 | 5.95 | 2.89 | 5.17 | 0.00 | 61.56 | 13.88 | -0.11 | -0.11 | 6.48 | 6.48 | 67.71 | |||||||||||||||
TCBC |
TC Bancshares, Inc. | 12.89 | 4,898 | 63.1 | 12.94 | 11.80 | 12.89 | 4.97 | 28.90 | 28.90 | NA | NA | NA | NA | 82.93 | |||||||||||||||
TCBS |
Texas Community Bancshares, Inc. | 15.45 | 3,258 | 50.3 | 20.07 | 14.41 | 15.45 | 1.05 | 54.50 | 54.50 | NA | NA | NA | NA | 107.43 | |||||||||||||||
TCFC |
The Community Financial Corporation | 36.70 | 5,717 | 209.8 | 39.00 | 20.00 | 36.70 | -4.05 | 62.10 | 38.60 | 3.85 | 3.90 | 35.25 | 33.15 | 383.95 | |||||||||||||||
FLIC |
The First of Long Island Corporation | 21.32 | 23,706 | 505.4 | 23.98 | 14.12 | 21.32 | -2.83 | 35.62 | 19.44 | 1.84 | 1.84 | 17.58 | 17.57 | 173.41 |
UBCP |
United Bancorp, Inc. | 14.65 | 5,808 | 85.1 | 15.89 | 10.57 | 14.65 | 1.74 | 33.76 | 11.15 | 1.53 | 1.36 | 11.63 | 11.41 | 125.74 | |||||||||||||||||||||||||||||||||||||||||||
VBFC |
Village Bank and Trust Financial Corp. | 47.00 | 1,467 | 69.0 | 62.10 | 29.50 | 47.00 | -1.69 | 59.32 | 36.67 | 8.53 | 8.90 | 40.21 | 40.21 | 489.24 | |||||||||||||||||||||||||||||||||||||||||||
VABK |
Virginia National Bankshares Corporation | 38.19 | 5,306 | 202.6 | 40.00 | 23.30 | 38.19 | 2.49 | 51.24 | 40.65 | 2.23 | NA | 29.89 | 26.60 | 348.09 | |||||||||||||||||||||||||||||||||||||||||||
WMPN |
William Penn Bancorporation | 12.25 | 15,171 | 185.8 | 12.61 | 8.99 | 12.25 | -1.92 | 36.23 | 5.04 | 0.11 | 0.28 | 14.17 | 13.79 | 53.88 | |||||||||||||||||||||||||||||||||||||||||||
ABTX |
Allegiance Bancshares, Inc. | 37.50 | 20,215 | 758.1 | 43.34 | 21.45 | 37.50 | 1.35 | 50.91 | 9.87 | 3.57 | 3.76 | 39.04 | 27.17 | 321.98 | |||||||||||||||||||||||||||||||||||||||||||
AMAL |
Amalgamated Financial Corp. | 15.36 | 31,096 | 477.6 | 20.22 | 10.20 | 15.36 | -1.29 | 32.30 | 11.79 | 1.56 | 1.70 | 17.64 | 17.07 | 210.84 | |||||||||||||||||||||||||||||||||||||||||||
ASRV |
AmeriServ Financial, Inc. | 3.76 | 17,075 | 64.2 | 5.34 | 2.65 | 3.76 | -4.08 | 29.66 | 20.13 | 0.32 | 0.36 | 6.52 | 5.71 | 79.68 | |||||||||||||||||||||||||||||||||||||||||||
AUBN |
Auburn National Bancorporation, Inc. | 34.40 | 3,543 | 121.9 | 50.48 | 33.00 | 34.40 | 0.57 | -18.06 | -17.49 | 2.33 | 2.39 | 29.91 | 29.91 | 292.51 | |||||||||||||||||||||||||||||||||||||||||||
BWFG |
Bankwell Financial Group, Inc. | 29.93 | 7,658 | 229.2 | 31.98 | 14.08 | 29.93 | -3.61 | 89.67 | 53.09 | 1.92 | 2.23 | 24.17 | 23.83 | 296.39 | |||||||||||||||||||||||||||||||||||||||||||
BCBP |
BCB Bancorp, Inc. | 15.15 | 17,003 | 257.6 | 16.15 | 7.73 | 15.15 | -0.79 | 84.98 | 36.86 | 1.73 | 1.36 | 13.63 | 13.31 | 170.28 | |||||||||||||||||||||||||||||||||||||||||||
CBFV |
CB Financial Services, Inc. | 23.55 | 5,380 | 126.7 | 24.75 | 17.76 | 23.55 | 0.06 | 28.52 | 17.67 | -2.17 | 1.68 | 24.50 | 21.56 | 271.67 | |||||||||||||||||||||||||||||||||||||||||||
CZWI |
Citizens Community Bancorp, Inc. | 13.91 | 10,683 | 148.6 | 14.81 | 6.68 | 13.91 | -1.35 | 98.71 | 27.73 | 1.57 | 1.66 | 15.33 | 11.95 | 160.49 | |||||||||||||||||||||||||||||||||||||||||||
CIZN |
Citizens Holding Company | 17.69 | 5,595 | 99.0 | 27.88 | 17.00 | 17.69 | -1.48 | -19.55 | -15.56 | 1.45 | 1.28 | 19.58 | 17.15 | 239.15 | |||||||||||||||||||||||||||||||||||||||||||
CVLY |
Codorus Valley Bancorp, Inc. | 22.29 | 9,752 | 217.4 | 23.00 | 12.08 | 22.29 | -0.71 | 73.33 | 31.43 | 1.58 | 1.68 | 20.44 | 20.18 | 229.30 | |||||||||||||||||||||||||||||||||||||||||||
CBAN |
Colony Bankcorp, Inc. | 17.97 | 13,674 | 245.7 | 19.59 | 9.52 | 17.97 | -0.44 | 58.75 | 22.66 | 1.79 | 1.86 | 15.46 | 13.58 | 128.38 | |||||||||||||||||||||||||||||||||||||||||||
CWBC |
Community West Bancshares | 13.75 | 8,589 | 118.1 | 14.62 | 7.82 | 13.75 | -0.65 | 69.33 | 51.43 | 1.40 | 1.40 | 11.11 | 10.94 | 123.76 | |||||||||||||||||||||||||||||||||||||||||||
EBMT |
Eagle Bancorp Montana, Inc. | 22.55 | 6,761 | 152.5 | 26.13 | 16.55 | 22.55 | 1.12 | 29.52 | 6.27 | 2.87 | 2.91 | 22.54 | 19.17 | 201.06 | |||||||||||||||||||||||||||||||||||||||||||
FDBC |
Fidelity D & D Bancorp, Inc. | 52.51 | 5,644 | 296.4 | 70.97 | 44.80 | 52.51 | -1.43 | 14.18 | -18.41 | 4.28 | NA | 34.47 | 32.74 | 345.38 | |||||||||||||||||||||||||||||||||||||||||||
FRBA |
First Bank | 13.38 | 19,679 | 263.3 | 14.41 | 6.05 | 13.38 | 0.00 | 97.93 | 42.64 | 1.55 | 1.51 | 12.94 | 12.02 | 124.15 | |||||||||||||||||||||||||||||||||||||||||||
FFWM |
First Foundation Inc. | 24.22 | 44,820 | 1,085.5 | 25.81 | 12.29 | 24.22 | -1.34 | 57.89 | 21.10 | 2.27 | 2.32 | 16.38 | 14.27 | 177.13 | |||||||||||||||||||||||||||||||||||||||||||
FGBI |
First Guaranty Bancshares, Inc. | 19.15 | 9,741 | 186.5 | 21.29 | 11.54 | 19.15 | -4.30 | 47.42 | 7.77 | 2.32 | 1.25 | 18.61 | 16.73 | 281.80 | |||||||||||||||||||||||||||||||||||||||||||
FMBH |
First Mid Bancshares, Inc. | 40.73 | 18,083 | 736.5 | 45.00 | 22.24 | 40.73 | -0.42 | 53.29 | 21.00 | 2.42 | 3.05 | 34.08 | 26.36 | 320.22 | |||||||||||||||||||||||||||||||||||||||||||
FNWB |
First Northwest Bancorp | 18.75 | 9,069 | 170.0 | 19.25 | 9.45 | 18.75 | 0.37 | 54.96 | 20.19 | 1.47 | 1.23 | 18.50 | 18.50 | 197.09 | |||||||||||||||||||||||||||||||||||||||||||
GFED |
Guaranty Federal Bancshares, Inc. | 24.21 | 4,385 | 106.2 | 26.99 | 13.60 | 24.21 | -0.41 | 73.05 | 38.66 | 1.75 | 1.77 | 21.26 | 20.52 | 273.33 | |||||||||||||||||||||||||||||||||||||||||||
HIFS |
Hingham Institution for Savings | 306.54 | 2,142 | 656.7 | 325.90 | 180.75 | 306.54 | 1.42 | 60.14 | 41.92 | 31.47 | 23.87 | 153.02 | 153.02 | 1388.05 | |||||||||||||||||||||||||||||||||||||||||||
HMNF |
HMN Financial, Inc. | 22.99 | 4,460 | 102.5 | 23.53 | 13.06 | 22.99 | -0.13 | 61.79 | 33.66 | 3.08 | 3.08 | 23.24 | 23.07 | 219.94 | |||||||||||||||||||||||||||||||||||||||||||
ISTR |
Investar Holding Corporation | 22.33 | 10,424 | 232.8 | 23.69 | 12.40 | 22.33 | -1.54 | 61.69 | 35.01 | 1.87 | 1.76 | 24.08 | 19.85 | 256.42 | |||||||||||||||||||||||||||||||||||||||||||
LARK |
Landmark Bancorp, Inc. | 27.62 | 4,759 | 131.5 | 28.50 | 19.29 | 27.62 | 0.45 | 37.86 | 20.89 | 4.49 | 4.22 | 27.83 | 24.11 | 262.72 | |||||||||||||||||||||||||||||||||||||||||||
MGYR |
Magyar Bancorp, Inc. | 10.57 | 7,098 | 75.0 | 12.32 | 6.55 | 10.57 | 3.31 | 60.13 | 33.89 | 0.75 | 0.67 | 8.63 | 8.63 | 118.67 | |||||||||||||||||||||||||||||||||||||||||||
MLVF |
Malvern Bancorp, Inc. | 18.61 | 7,542 | 140.4 | 19.38 | 11.67 | 18.61 | -0.85 | 48.53 | 20.07 | 0.35 | NA | 19.44 | 19.44 | 157.21 | |||||||||||||||||||||||||||||||||||||||||||
MPB |
Mid Penn Bancorp, Inc. | 26.62 | 11,427 | 304.2 | 29.87 | 17.20 | 26.62 | -0.45 | 28.66 | 21.55 | 3.87 | 3.89 | 29.94 | 24.10 | 302.96 | |||||||||||||||||||||||||||||||||||||||||||
NBN |
Northeast Bank | 33.67 | 8,150 | 274.4 | 35.28 | 17.21 | 33.67 | -3.50 | 81.31 | 49.51 | 8.55 | 4.15 | 28.51 | 28.26 | 266.78 | |||||||||||||||||||||||||||||||||||||||||||
NWFL |
Norwood Financial Corp. | 25.31 | 8,189 | 207.3 | 29.68 | 22.85 | 25.31 | -0.37 | -7.63 | -3.29 | 2.66 | 2.71 | 24.38 | 20.77 | 247.35 | |||||||||||||||||||||||||||||||||||||||||||
OVBC |
Ohio Valley Banc Corp. | 26.84 | 4,787 | 128.5 | 32.70 | 20.11 | 26.84 | 3.23 | 12.30 | 13.73 | 2.80 | 2.80 | 29.12 | 27.58 | 258.38 | |||||||||||||||||||||||||||||||||||||||||||
OPBK |
OP Bancorp | 10.26 | 15,133 | 155.3 | 12.39 | 5.59 | 10.26 | -1.44 | 66.56 | 33.25 | 1.23 | 1.22 | 10.04 | NA | 105.82 | |||||||||||||||||||||||||||||||||||||||||||
PNBK |
Patriot National Bancorp, Inc. | 9.24 | 3,947 | 36.5 | 12.37 | 5.50 | 9.24 | -2.01 | 41.07 | -7.04 | 0.11 | 0.68 | 16.69 | 16.23 | 243.98 | |||||||||||||||||||||||||||||||||||||||||||
PEBK |
Peoples Bancorp of North Carolina, Inc. | 28.19 | 5,789 | 163.2 | 29.69 | 15.21 | 28.19 | -0.64 | 69.92 | 22.45 | 2.62 | 2.47 | 25.11 | 25.11 | 276.30 | |||||||||||||||||||||||||||||||||||||||||||
FRST |
Primis Financial Corp. | 14.85 | 24,539 | 364.4 | 16.32 | 8.22 | 14.85 | -5.11 | 72.27 | 22.63 | 1.56 | 1.28 | 16.58 | 12.22 | 138.36 | |||||||||||||||||||||||||||||||||||||||||||
PBIP |
Prudential Bancorp, Inc. | 14.10 | 7,794 | 109.9 | 15.86 | 9.53 | 14.10 | -1.40 | 25.00 | 1.81 | 0.79 | 0.71 | 16.75 | 15.94 | 144.34 | |||||||||||||||||||||||||||||||||||||||||||
QCRH |
QCR Holdings, Inc. | 49.01 | 15,769 | 772.8 | 50.93 | 25.54 | 49.01 | -2.14 | 61.96 | 23.79 | 4.74 | 4.75 | 40.00 | 34.64 | 368.13 | |||||||||||||||||||||||||||||||||||||||||||
RNDB |
Randolph Bancorp, Inc. | 20.32 | 4,873 | 99.0 | 24.70 | 10.73 | 20.32 | 0.84 | 83.39 | -7.89 | 4.11 | 4.17 | 19.17 | 19.16 | 152.70 | |||||||||||||||||||||||||||||||||||||||||||
FRBK |
Republic First Bancorp, Inc. | 3.40 | 58,886 | 200.2 | 4.61 | 1.95 | 3.40 | -7.36 | 43.16 | 19.30 | 0.20 | 0.28 | 4.62 | 4.54 | 91.32 | |||||||||||||||||||||||||||||||||||||||||||
SFST |
Southern First Bancshares, Inc. | 49.46 | 7,900 | 390.7 | 56.42 | 23.16 | 49.46 | -3.25 | 92.30 | 39.92 | 3.98 | 3.98 | 31.86 | 31.86 | 335.47 | |||||||||||||||||||||||||||||||||||||||||||
SMBC |
Southern Missouri Bancorp, Inc. | 44.46 | 8,905 | 395.9 | 46.59 | 21.50 | 44.46 | -1.64 | 97.95 | 46.06 | 5.22 | 5.27 | 31.83 | 29.66 | 303.25 | |||||||||||||||||||||||||||||||||||||||||||
SSBI |
Summit State Bank | 16.12 | 6,072 | 97.9 | 18.25 | 9.80 | 16.12 | -3.18 | 60.24 | 19.58 | 2.16 | 2.15 | 13.01 | 12.11 | 148.49 | |||||||||||||||||||||||||||||||||||||||||||
FBMS |
The First Bancshares, Inc. | 38.84 | 21,020 | 816.4 | 41.41 | 19.50 | 38.84 | -3.62 | 79.23 | 25.78 | 2.80 | 2.92 | 31.40 | 22.57 | 262.11 | |||||||||||||||||||||||||||||||||||||||||||
TSBK |
Timberland Bancorp, Inc. | 28.69 | 8,354 | 239.7 | 30.75 | 16.54 | 28.69 | -2.32 | 68.47 | 18.26 | 3.32 | 3.35 | 24.36 | 22.39 | 208.34 | |||||||||||||||||||||||||||||||||||||||||||
USCB |
U.S. Century Bank | 12.39 | 19,392 | 225.1 | 12.48 | 10.53 | 12.39 | 9.07 | 10.13 | 10.13 | NA | NA | 14.15 | 14.15 | 85.96 | |||||||||||||||||||||||||||||||||||||||||||
UNB |
Union Bankshares, Inc. | 34.00 | 4,485 | 152.5 | 37.99 | 18.40 | 34.00 | -5.00 | 81.53 | 32.24 | 3.07 | 3.07 | 18.37 | 17.87 | 237.72 | |||||||||||||||||||||||||||||||||||||||||||
UBOH |
United Bancshares, Inc. | 31.30 | 3,279 | 102.6 | 37.71 | 18.07 | 31.30 | -3.63 | 66.49 | 23.03 | 4.17 | 4.21 | 35.29 | 26.39 | 320.01 | |||||||||||||||||||||||||||||||||||||||||||
UNTY |
Unity Bancorp, Inc. | 23.40 | 10,370 | 242.6 | 25.50 | 10.56 | 23.40 | 0.17 | 70.68 | 33.33 | 2.83 | 2.79 | 18.12 | 17.90 | 190.30 | |||||||||||||||||||||||||||||||||||||||||||
VBTX |
Veritex Holdings, Inc. | 34.94 | 49,524 | 1,730.4 | 37.99 | 15.52 | 34.94 | 1.22 | 97.51 | 36.17 | 2.15 | 2.49 | 25.72 | 17.07 | 188.79 | |||||||||||||||||||||||||||||||||||||||||||
WVFC |
WVS Financial Corp. | 16.23 | 1,742 | 28.2 | 16.79 | 13.02 | 16.23 | -1.05 | 22.57 | 13.28 | 0.74 | 0.77 | 20.37 | 20.37 | 198.69 | |||||||||||||||||||||||||||||||||||||||||||
SRCE |
1st Source Corporation | 46.51 | 25,006 | 1,163.0 | 51.02 | 28.72 | 46.51 | -1.38 | 35.95 | 15.41 | 4.10 | 4.12 | 36.05 | 32.69 | 308.67 | |||||||||||||||||||||||||||||||||||||||||||
AMTB |
Amerant Bancorp Inc. | 24.27 | 37,481 | 909.7 | 24.75 | 9.01 | 24.27 | 0.71 | 77.67 | 59.67 | 1.04 | 1.04 | 21.29 | 20.71 | 200.98 | |||||||||||||||||||||||||||||||||||||||||||
AMNB |
American National Bankshares Inc. | 32.91 | 10,876 | 357.9 | 36.50 | 19.41 | 32.91 | -0.57 | 41.31 | 25.56 | 3.48 | 3.62 | 31.96 | 23.65 | 294.38 | |||||||||||||||||||||||||||||||||||||||||||
ABCB |
Ameris Bancorp | 48.32 | 69,508 | 3,358.6 | 59.85 | 20.86 | 48.32 | -4.18 | 100.00 | 26.92 | 6.09 | 6.29 | 40.66 | 26.36 | 314.88 | |||||||||||||||||||||||||||||||||||||||||||
AROW |
Arrow Financial Corporation | 35.33 | 15,575 | 550.3 | 38.26 | 24.51 | 35.33 | -4.90 | 28.86 | 18.12 | 3.22 | 3.21 | 22.67 | 21.20 | 250.15 | |||||||||||||||||||||||||||||||||||||||||||
AUB |
Atlantic Union Bankshares Corporation | 37.49 | 76,905 | 2,883.2 | 42.45 | 19.61 | 37.49 | -0.48 | 58.19 | 13.81 | 3.17 | NA | 33.12 | 20.48 | 259.92 | |||||||||||||||||||||||||||||||||||||||||||
BANF |
BancFirst Corporation | 56.89 | 32,785 | 1,865.1 | 77.38 | 39.20 | 56.89 | -2.02 | 27.96 | -3.08 | 4.41 | 4.38 | 34.52 | 29.35 | 335.99 | |||||||||||||||||||||||||||||||||||||||||||
OZK |
Bank OZK | 41.99 | 129,613 | 5,442.4 | 45.83 | 20.10 | 41.99 | -2.35 | 80.21 | 34.28 | 4.07 | 4.06 | 34.70 | 29.52 | 205.27 | |||||||||||||||||||||||||||||||||||||||||||
BSVN |
Bank7 Corp. | 22.31 | 9,051 | 201.9 | 24.23 | 8.11 | 22.31 | 3.53 | 117.45 | 57.11 | 2.23 | 2.25 | 12.93 | 12.76 | 125.19 | |||||||||||||||||||||||||||||||||||||||||||
BFIN |
BankFinancial Corporation | 11.34 | 13,829 | 156.8 | 11.96 | 6.81 | 11.34 | -1.05 | 50.40 | 29.16 | 0.53 | 0.55 | 11.79 | 11.79 | 119.80 | |||||||||||||||||||||||||||||||||||||||||||
BANR |
Banner Corporation | 55.60 | 34,552 | 1,921.1 | 60.42 | 30.05 | 55.60 | -1.03 | 58.54 | 19.34 | 5.02 | 5.25 | 48.31 | 36.99 | 468.34 | |||||||||||||||||||||||||||||||||||||||||||
BCML |
BayCom Corp | 17.38 | 10,542 | 183.2 | 19.00 | 9.67 | 17.38 | -2.14 | 53.94 | 14.57 | 1.55 | 1.68 | 23.60 | 19.28 | 221.45 | |||||||||||||||||||||||||||||||||||||||||||
BLFY |
Blue Foundry Bancorp | 13.50 | 28,523 | 385.1 | 13.55 | 12.32 | 13.50 | 0.82 | 35.00 | 35.00 | NA | NA | 2049.12 | 2049.12 | 90.34 | |||||||||||||||||||||||||||||||||||||||||||
BOKF |
BOK Financial Corporation | 86.96 | 69,078 | 6,007.1 | 98.95 | 48.41 | 86.96 | -1.10 | 55.09 | 26.99 | 8.90 | 9.06 | 77.20 | 60.50 | 682.62 | |||||||||||||||||||||||||||||||||||||||||||
BRKL |
Brookline Bancorp, Inc. | 14.68 | 78,155 | 1,147.3 | 17.14 | 8.13 | 14.68 | -1.21 | 51.81 | 21.93 | 1.32 | 1.33 | 12.36 | 10.29 | 108.27 | |||||||||||||||||||||||||||||||||||||||||||
BFST |
Business First Bancshares, Inc. | 23.40 | 20,516 | 480.1 | 24.95 | 12.12 | 23.40 | -3.31 | 75.41 | 14.93 | 2.56 | 2.40 | 20.78 | 17.24 | 210.76 | |||||||||||||||||||||||||||||||||||||||||||
CFFI |
C&F Financial Corporation | 53.50 | 3,592 | 192.2 | 54.55 | 28.75 | 53.50 | -0.37 | 65.12 | 44.17 | 8.16 | 8.57 | 56.02 | 48.41 | 603.66 | |||||||||||||||||||||||||||||||||||||||||||
CALB |
California BanCorp | 17.75 | 8,229 | 146.0 | 19.88 | 10.19 | 17.75 | -1.14 | 33.22 | 14.04 | 1.12 | 1.12 | 17.47 | NA | 227.13 | |||||||||||||||||||||||||||||||||||||||||||
CAC |
Camden National Corporation | 46.71 | 14,951 | 698.4 | 49.66 | 28.32 | 46.71 | -1.54 | 43.02 | 30.55 | 4.85 | 4.97 | 36.49 | 29.99 | 344.59 | |||||||||||||||||||||||||||||||||||||||||||
CBNK |
Capital Bancorp, Inc. | 23.79 | 13,784 | 327.9 | 24.98 | 9.02 | 23.79 | 1.10 | 123.38 | 70.78 | 2.65 | 2.64 | 12.87 | 12.87 | 156.11 | |||||||||||||||||||||||||||||||||||||||||||
CCBG |
Capital City Bank Group, Inc. | 23.09 | 16,874 | 389.6 | 28.98 | 17.55 | 23.09 | -3.27 | 14.59 | -6.06 | 2.08 | 1.52 | 19.90 | 14.37 | 237.73 | |||||||||||||||||||||||||||||||||||||||||||
CFFN |
Capitol Federal Financial, Inc. | 11.51 | 135,566 | 1,560.4 | 14.38 | 8.75 | 11.51 | 1.50 | 22.32 | -7.92 | 0.55 | 0.54 | 8.91 | 8.82 | 71.18 | |||||||||||||||||||||||||||||||||||||||||||
CSTR |
Capstar Financial Holdings, Inc. | 20.59 | 22,163 | 456.3 | 23.00 | 9.01 | 20.59 | -0.91 | 97.60 | 39.59 | 1.82 | 2.05 | 16.23 | 14.03 | 144.94 | |||||||||||||||||||||||||||||||||||||||||||
CARE |
Carter Bankshares, Inc. | 11.85 | 26,467 | 313.6 | 16.28 | 6.30 | 11.85 | -3.42 | 65.27 | 10.54 | -1.51 | 0.23 | 15.08 | 15.08 | 155.69 | |||||||||||||||||||||||||||||||||||||||||||
CATY |
Cathay General Bancorp | 39.18 | 78,161 | 3,062.3 | 45.19 | 20.59 | 39.18 | -0.68 | 56.91 | 21.71 | 3.49 | 3.54 | 31.37 | 26.55 | 247.55 | |||||||||||||||||||||||||||||||||||||||||||
CBTX |
CBTX, Inc. | 26.46 | 24,450 | 647.0 | 33.29 | 14.74 | 26.46 | 1.89 | 62.93 | 3.72 | 1.56 | 1.56 | 22.75 | 19.28 | 166.32 | |||||||||||||||||||||||||||||||||||||||||||
CHMG |
Chemung Financial Corporation | 46.32 | 4,662 | 216.0 | 47.93 | 27.38 | 46.32 | 0.09 | 50.88 | 36.44 | 5.14 | 5.15 | 43.76 | 39.07 | 510.62 | |||||||||||||||||||||||||||||||||||||||||||
CHCO |
City Holding Company | 78.73 | 15,384 | 1,211.2 | 88.49 | 55.03 | 78.73 | -0.53 | 23.07 | 13.20 | 5.31 | 5.24 | 44.79 | 37.20 | 383.79 | |||||||||||||||||||||||||||||||||||||||||||
CCNE |
CNB Financial Corporation | 25.11 | 16,818 | 422.3 | 26.85 | 13.95 | 25.11 | 0.16 | 47.62 | 17.94 | 2.41 | 2.99 | 22.04 | 19.42 | 306.13 | |||||||||||||||||||||||||||||||||||||||||||
CCB |
Coastal Financial Corporation | 29.60 | 12,010 | 355.5 | 33.76 | 11.58 | 29.60 | 0.48 | 110.83 | 40.95 | 1.77 | 1.69 | 12.83 | 12.83 | 167.12 | |||||||||||||||||||||||||||||||||||||||||||
COLB |
Columbia Banking System, Inc. | 36.52 | 70,902 | 2,589.3 | 50.68 | 22.62 | 36.52 | -1.85 | 30.43 | 1.73 | 2.95 | 3.04 | 32.52 | 21.53 | 254.06 | |||||||||||||||||||||||||||||||||||||||||||
CBSH |
Commerce Bancshares, Inc. | 69.91 | 116,804 | 8,165.8 | 83.06 | 50.50 | 69.91 | -0.53 | 24.86 | 6.41 | 4.66 | 4.18 | 29.82 | 28.62 | 289.85 | |||||||||||||||||||||||||||||||||||||||||||
CTBI |
Community Trust Bancorp, Inc. | 41.40 | 17,837 | 738.5 | 47.53 | 27.74 | 41.40 | -1.26 | 28.17 | 11.74 | 4.54 | 4.51 | 38.36 | 34.69 | 308.02 | |||||||||||||||||||||||||||||||||||||||||||
CNOB |
ConnectOne Bancorp, Inc. | 29.34 | 39,698 | 1,164.7 | 29.75 | 13.72 | 29.34 | 1.24 | 102.07 | 48.26 | 2.89 | 2.91 | 24.25 | 18.76 | 194.22 | |||||||||||||||||||||||||||||||||||||||||||
CFB |
CrossFirst Bankshares, Inc. | 13.17 | 50,988 | 671.5 | 15.67 | 7.96 | 13.17 | -1.72 | 39.22 | 22.51 | 0.83 | 0.79 | 12.50 | 12.50 | 104.17 |
CVBF |
CVB Financial Corp. | 20.34 | 135,896 | 2,764.1 | 25.00 | 15.57 | 20.34 | 0.44 | 11.64 | 4.31 | 1.57 | 1.58 | 15.12 | 10.02 | 114.35 | |||||||||||||||||||||||||||||||||||||||||||
DCOM |
Dime Community Bancshares, Inc. | 33.22 | 40,971 | 1,361.1 | 35.87 | 16.34 | 33.22 | 0.21 | 63.08 | 36.50 | 1.34 | 3.06 | 26.43 | 22.41 | 310.06 | |||||||||||||||||||||||||||||||||||||||||||
EWBC |
East West Bancorp, Inc. | 71.44 | 141,878 | 10,135.7 | 82.53 | 30.49 | 71.44 | -5.98 | 96.70 | 40.88 | 5.28 | 5.27 | 39.10 | 35.78 | 421.88 | |||||||||||||||||||||||||||||||||||||||||||
EBC |
Eastern Bankshares, Inc. | 19.54 | 171,986 | 3,360.6 | 23.03 | 11.74 | 19.54 | 0.98 | 95.40 | 19.80 | NA | NA | 18.37 | 16.33 | 99.12 | |||||||||||||||||||||||||||||||||||||||||||
EBTC |
Enterprise Bancorp, Inc. | 33.23 | 11,895 | 395.3 | 36.78 | 19.81 | 33.23 | -4.51 | 49.95 | 30.06 | 3.47 | 3.50 | 28.24 | 27.77 | 372.25 | |||||||||||||||||||||||||||||||||||||||||||
EFSC |
Enterprise Financial Services Corp | 45.63 | 38,625 | 1,762.4 | 52.00 | 25.21 | 45.63 | -1.83 | 48.97 | 30.56 | 3.87 | 4.34 | 35.86 | 26.85 | 267.89 | |||||||||||||||||||||||||||||||||||||||||||
EQBK |
Equity Bancshares, Inc. | 31.74 | 14,363 | 455.9 | 33.78 | 13.91 | 31.74 | 0.57 | 106.78 | 47.01 | -3.12 | 2.56 | 28.76 | 25.51 | 297.18 | |||||||||||||||||||||||||||||||||||||||||||
ESSA |
ESSA Bancorp, Inc. | 16.58 | 9,861 | 163.1 | 18.23 | 11.05 | 16.58 | 0.48 | 24.19 | 10.53 | 1.60 | 1.57 | 18.85 | 17.49 | 184.79 | |||||||||||||||||||||||||||||||||||||||||||
FITB |
Fifth Third Bancorp | 37.62 | 690,718 | 25,984.8 | 43.06 | 19.32 | 37.62 | -2.23 | 90.19 | 36.45 | 3.43 | 3.33 | 29.57 | 23.35 | 297.36 | |||||||||||||||||||||||||||||||||||||||||||
FISI |
Financial Institutions, Inc. | 31.14 | 15,630 | 486.7 | 33.45 | 14.35 | 31.14 | -4.48 | 82.96 | 38.40 | 4.10 | 4.14 | 29.66 | 24.97 | 338.79 | |||||||||||||||||||||||||||||||||||||||||||
FBNC |
First Bancorp | 41.88 | 28,489 | 1,193.1 | 48.83 | 19.60 | 41.88 | -1.16 | 100.29 | 23.80 | 3.66 | 3.73 | 31.75 | 23.43 | 287.85 | |||||||||||||||||||||||||||||||||||||||||||
BUSE |
First Busey Corporation | 23.58 | 56,268 | 1,326.8 | 27.61 | 15.07 | 23.58 | -0.46 | 33.83 | 9.42 | 2.30 | 2.58 | 23.89 | 17.08 | 220.65 | |||||||||||||||||||||||||||||||||||||||||||
FBIZ |
First Business Financial Services, Inc. | 28.51 | 8,534 | 243.3 | 29.40 | 13.66 | 28.51 | -0.87 | 75.45 | 54.86 | 3.28 | 3.28 | 25.70 | 24.36 | 335.80 | |||||||||||||||||||||||||||||||||||||||||||
FCNC.A |
First Citizens BancShares, Inc. | 847.42 | 9,816 | 8,318.6 | 901.17 | 310.27 | 847.42 | -1.08 | 117.63 | 47.56 | 57.24 | 52.29 | 421.39 | 383.11 | 5620.73 | |||||||||||||||||||||||||||||||||||||||||||
FCBC |
First Community Bankshares, Inc. | 31.67 | 17,280 | 547.3 | 32.48 | 17.21 | 31.67 | -0.81 | 61.99 | 46.76 | 2.70 | 2.76 | 24.66 | 16.82 | 181.09 | |||||||||||||||||||||||||||||||||||||||||||
FFBC |
First Financial Bancorp. | 23.38 | 95,702 | 2,237.5 | 26.62 | 11.28 | 23.38 | -0.47 | 65.11 | 33.37 | 1.91 | 2.11 | 23.59 | 13.23 | 167.58 | |||||||||||||||||||||||||||||||||||||||||||
FFIN |
First Financial Bankshares, Inc. | 48.52 | 141,421 | 6,861.8 | 52.49 | 26.71 | 48.52 | -0.86 | 58.80 | 34.13 | 1.57 | 1.58 | 12.08 | 9.85 | 87.18 | |||||||||||||||||||||||||||||||||||||||||||
THFF |
First Financial Corporation | 40.56 | 13,048 | 529.2 | 47.00 | 30.02 | 40.56 | -0.93 | 18.29 | 4.40 | 4.36 | 4.40 | 45.08 | 38.43 | 364.29 | |||||||||||||||||||||||||||||||||||||||||||
FFNW |
First Financial Northwest, Inc. | 16.39 | 9,321 | 152.8 | 16.95 | 8.88 | 16.39 | -0.85 | 76.43 | 43.77 | 1.15 | 1.16 | 16.75 | 16.58 | 153.49 | |||||||||||||||||||||||||||||||||||||||||||
FHB |
First Hawaiian, Inc. | 27.28 | 129,585 | 3,535.1 | 30.80 | 14.16 | 27.28 | -1.91 | 64.34 | 15.69 | 2.08 | 2.11 | 21.17 | 13.45 | 187.11 | |||||||||||||||||||||||||||||||||||||||||||
INBK |
First Internet Bancorp | 30.24 | 9,854 | 298.0 | 41.55 | 14.05 | 30.24 | -0.23 | 100.66 | 5.22 | 4.34 | 4.13 | 36.39 | 35.73 | 426.69 | |||||||||||||||||||||||||||||||||||||||||||
FIBK |
First Interstate BancSystem, Inc. | 45.48 | 62,240 | 1,897.5 | 51.24 | 30.02 | 45.48 | 1.81 | 47.28 | 11.55 | 3.04 | 3.20 | 31.67 | 20.49 | 304.31 | |||||||||||||||||||||||||||||||||||||||||||
FRME |
First Merchants Corporation | 41.37 | 54,164 | 2,240.8 | 50.65 | 21.51 | 41.37 | -3.57 | 65.35 | 10.59 | 3.44 | 3.49 | 34.68 | 24.05 | 275.52 | |||||||||||||||||||||||||||||||||||||||||||
FUNC |
First United Corporation | 17.86 | 6,615 | 118.1 | 20.48 | 10.74 | 17.86 | 0.34 | 63.70 | 15.23 | 2.50 | 2.78 | 19.74 | 18.07 | 266.65 | |||||||||||||||||||||||||||||||||||||||||||
MYFW |
First Western Financial, Inc. | 27.00 | 7,996 | 215.9 | 31.72 | 11.95 | 27.00 | 3.25 | 92.86 | 37.97 | 3.32 | 3.37 | 21.01 | 17.98 | 251.27 | |||||||||||||||||||||||||||||||||||||||||||
FSBC |
Five Star Bancorp | 24.90 | 17,226 | 428.9 | 28.30 | 23.00 | 24.90 | 0.24 | 31.05 | 31.05 | 3.37 | 3.41 | 12.67 | 12.67 | 135.14 | |||||||||||||||||||||||||||||||||||||||||||
FFIC |
Flushing Financial Corporation | 22.69 | 30,889 | 700.9 | 25.22 | 10.19 | 22.69 | -0.57 | 96.79 | 36.36 | 1.82 | 1.96 | 21.16 | NA | 264.15 | |||||||||||||||||||||||||||||||||||||||||||
FULT |
Fulton Financial Corporation | 15.74 | 163,075 | 2,566.8 | 18.41 | 8.89 | 15.74 | -1.44 | 61.93 | 23.74 | 1.49 | 1.57 | 15.34 | 12.05 | 159.93 | |||||||||||||||||||||||||||||||||||||||||||
GABC |
German American Bancorp, Inc. | 38.06 | 26,546 | 1,010.3 | 51.11 | 26.02 | 38.06 | -1.53 | 31.33 | 15.02 | 2.98 | 3.04 | 24.45 | 19.58 | 201.49 | |||||||||||||||||||||||||||||||||||||||||||
GBCI |
Glacier Bancorp, Inc. | 53.50 | 95,508 | 5,109.7 | 67.35 | 30.05 | 53.50 | 0.36 | 52.64 | 16.28 | 3.33 | 3.43 | 24.65 | 18.74 | 214.52 | |||||||||||||||||||||||||||||||||||||||||||
GSBC |
Great Southern Bancorp, Inc. | 53.18 | 13,582 | 722.3 | 60.55 | 34.32 | 53.18 | -0.64 | 40.50 | 8.75 | 5.06 | 5.19 | 46.09 | 45.62 | 410.65 | |||||||||||||||||||||||||||||||||||||||||||
GNTY |
Guaranty Bancshares, Inc. | 33.51 | 12,058 | 404.1 | 41.28 | 20.98 | 33.51 | -2.30 | 36.07 | 23.08 | 3.40 | 3.44 | 23.86 | 20.98 | 243.24 | |||||||||||||||||||||||||||||||||||||||||||
HWC |
Hancock Whitney Corporation | 44.95 | 86,851 | 3,903.9 | 50.69 | 17.42 | 44.95 | -1.60 | 124.75 | 32.13 | 4.28 | 4.51 | 41.03 | 30.27 | 404.13 | |||||||||||||||||||||||||||||||||||||||||||
HAFC |
Hanmi Financial Corporation | 18.82 | 30,453 | 573.1 | 22.29 | 7.48 | 18.82 | -1.10 | 97.07 | 65.96 | 2.26 | 2.22 | 19.64 | 19.23 | 216.03 | |||||||||||||||||||||||||||||||||||||||||||
HONE |
HarborOne Bancorp, Inc. | 13.77 | 51,663 | 711.4 | 15.49 | 7.59 | 13.77 | -0.72 | 54.03 | 26.80 | 1.19 | 1.19 | 12.66 | 11.34 | 89.36 | |||||||||||||||||||||||||||||||||||||||||||
HWBK |
Hawthorn Bancshares, Inc. | 22.78 | 6,617 | 150.7 | 25.06 | 16.29 | 22.78 | -0.74 | 26.42 | 8.18 | 3.13 | 3.13 | 20.63 | 20.63 | 258.27 | |||||||||||||||||||||||||||||||||||||||||||
HBT |
HBT Financial, Inc. | 15.74 | 27,346 | 430.4 | 18.83 | 11.01 | 15.74 | -5.24 | 24.72 | 3.89 | 1.89 | 1.94 | 13.64 | 12.70 | 144.58 | |||||||||||||||||||||||||||||||||||||||||||
HTLF |
Heartland Financial USA, Inc. | 46.96 | 42,246 | 1,983.9 | 54.04 | 28.37 | 46.96 | -0.68 | 41.57 | 16.32 | 4.82 | 4.99 | 48.50 | 33.97 | 434.86 | |||||||||||||||||||||||||||||||||||||||||||
HTBK |
Heritage Commerce Corp | 11.37 | 60,207 | 684.5 | 12.65 | 6.13 | 11.37 | 0.09 | 67.08 | 28.18 | 0.72 | 0.76 | 9.69 | 6.65 | 84.26 | |||||||||||||||||||||||||||||||||||||||||||
HFWA |
Heritage Financial Corporation | 24.88 | 35,950 | 894.4 | 30.86 | 17.39 | 24.88 | -1.43 | 26.29 | 6.37 | 2.72 | 2.73 | 23.77 | 16.76 | 197.65 | |||||||||||||||||||||||||||||||||||||||||||
HBCP |
Home Bancorp, Inc. | 36.62 | 8,646 | 316.6 | 39.84 | 22.71 | 36.62 | -1.95 | 51.64 | 30.83 | 5.00 | 5.16 | 38.92 | 31.72 | 319.78 | |||||||||||||||||||||||||||||||||||||||||||
HOMB |
Home Bancshares, Inc. (Conway, AR) | 21.69 | 164,088 | 3,559.1 | 29.76 | 14.42 | 21.69 | -1.68 | 32.42 | 11.34 | 1.95 | 1.90 | 16.39 | 10.31 | 107.43 | |||||||||||||||||||||||||||||||||||||||||||
HMST |
HomeStreet, Inc. | 40.77 | 20,795 | 847.8 | 52.46 | 24.20 | 40.77 | -0.66 | 44.78 | 20.80 | 5.12 | 5.46 | 34.09 | 32.53 | 344.70 | |||||||||||||||||||||||||||||||||||||||||||
HTBI |
HomeTrust Bancshares, Inc. | 27.69 | 16,489 | 456.6 | 30.09 | 12.81 | 27.69 | 0.25 | 92.69 | 43.40 | 0.94 | 2.12 | 23.83 | 22.27 | 213.76 | |||||||||||||||||||||||||||||||||||||||||||
HOPE |
Hope Bancorp, Inc. | 13.89 | 122,898 | 1,707.1 | 16.61 | 7.03 | 13.89 | -0.79 | 66.35 | 27.31 | 1.26 | 1.27 | 16.92 | 13.09 | 142.15 | |||||||||||||||||||||||||||||||||||||||||||
HBNC |
Horizon Bancorp, Inc. | 18.18 | 43,951 | 799.0 | 20.17 | 9.42 | 18.18 | -0.11 | 65.42 | 14.63 | 1.92 | 1.97 | 16.16 | 12.24 | 139.00 | |||||||||||||||||||||||||||||||||||||||||||
HBAN |
Huntington Bancshares Incorporated | 14.76 | 1,476,557 | 21,794.0 | 16.91 | 8.52 | 14.76 | -2.57 | 60.43 | 16.86 | 0.97 | 1.21 | 11.96 | 8.16 | 118.64 | |||||||||||||||||||||||||||||||||||||||||||
INDB |
Independent Bank Corp. | 77.58 | 33,044 | 2,563.6 | 99.85 | 49.25 | 77.58 | 1.90 | 20.35 | 6.22 | 4.51 | 4.67 | 52.72 | 36.78 | 429.55 | |||||||||||||||||||||||||||||||||||||||||||
IBCP |
Independent Bank Corporation | 20.75 | 21,519 | 446.5 | 24.73 | 12.14 | 20.75 | -2.26 | 43.60 | 12.34 | 3.22 | 3.33 | 18.30 | 16.82 | 207.32 | |||||||||||||||||||||||||||||||||||||||||||
IBTX |
Independent Bank Group, Inc. | 70.04 | 43,168 | 3,023.5 | 80.71 | 41.09 | 70.04 | -1.82 | 51.93 | 12.03 | 5.48 | 5.73 | 58.89 | 33.98 | 427.34 | |||||||||||||||||||||||||||||||||||||||||||
IBOC |
International Bancshares Corporation | 41.67 | 63,372 | 2,640.7 | 53.06 | 25.21 | 41.67 | -1.88 | 30.06 | 11.30 | 3.68 | 3.64 | 36.07 | 31.61 | 241.60 | |||||||||||||||||||||||||||||||||||||||||||
KRNY |
Kearny Financial Corp. | 13.05 | 77,983 | 1,017.7 | 13.77 | 6.91 | 13.05 | 0.85 | 68.60 | 23.58 | 0.77 | 0.80 | 13.21 | NA | 93.40 | |||||||||||||||||||||||||||||||||||||||||||
LBAI |
Lakeland Bancorp, Inc. | 16.52 | 50,601 | 835.9 | 19.35 | 9.49 | 16.52 | 0.61 | 53.96 | 30.08 | 1.63 | 1.64 | 15.74 | 12.60 | 155.22 | |||||||||||||||||||||||||||||||||||||||||||
LKFN |
Lakeland Financial Corporation | 66.85 | 25,300 | 1,691.3 | 77.05 | 39.38 | 66.85 | -7.05 | 40.03 | 24.77 | 3.71 | 3.66 | 26.78 | 26.59 | 246.36 | |||||||||||||||||||||||||||||||||||||||||||
LEVL |
Level One Bancorp, Inc. | 27.29 | 7,644 | 208.6 | 28.77 | 14.72 | 27.29 | -0.69 | 64.70 | 34.90 | 3.63 | 3.66 | 26.48 | 21.45 | 327.92 | |||||||||||||||||||||||||||||||||||||||||||
LOB |
Live Oak Bancshares, Inc. | 57.50 | 43,308 | 2,460.9 | 72.64 | 19.37 | 57.50 | -3.75 | 193.07 | 21.15 | 3.78 | 3.00 | 15.19 | NA | 190.34 | |||||||||||||||||||||||||||||||||||||||||||
LBC |
Luther Burbank Corporation | 12.78 | 51,723 | 661.0 | 13.28 | 7.58 | 12.78 | -2.22 | 35.24 | 30.41 | 1.20 | 1.36 | 12.32 | 12.25 | 140.31 | |||||||||||||||||||||||||||||||||||||||||||
MCBC |
Macatawa Bank Corporation | 8.25 | 34,192 | 282.1 | 10.66 | 6.23 | 8.25 | -1.79 | 12.86 | -1.43 | 0.93 | 0.93 | 7.26 | 7.26 | 86.02 | |||||||||||||||||||||||||||||||||||||||||||
MBWM |
Mercantile Bank Corporation | 31.70 | 15,893 | 503.8 | 34.47 | 17.09 | 31.70 | -3.12 | 49.60 | 16.67 | 3.51 | 3.62 | 28.23 | 25.03 | 299.34 | |||||||||||||||||||||||||||||||||||||||||||
MRBK |
Meridian Corporation | 27.27 | 6,049 | 164.9 | 29.18 | 14.12 | 27.27 | -0.80 | 79.41 | 31.11 | 5.97 | 5.83 | 24.77 | 24.06 | 282.54 | |||||||||||||||||||||||||||||||||||||||||||
CASH |
Meta Financial Group, Inc. | 49.02 | 31,920 | 1,564.7 | 54.65 | 17.74 | 49.02 | -1.59 | 155.71 | 34.08 | 4.27 | 4.36 | 27.42 | 16.63 | 220.92 | |||||||||||||||||||||||||||||||||||||||||||
MCBS |
MetroCity Bankshares, Inc. | 20.91 | 25,500 | 533.2 | 22.33 | 12.24 | 20.91 | -2.24 | 47.15 | 45.01 | 1.79 | 1.79 | 10.33 | 9.89 | 98.74 | |||||||||||||||||||||||||||||||||||||||||||
MSBI |
Midland States Bancorp, Inc. | 25.38 | 22,395 | 568.4 | 30.32 | 12.48 | 25.38 | 0.28 | 75.40 | 42.03 | 2.05 | 2.50 | 28.96 | 20.48 | 296.05 | |||||||||||||||||||||||||||||||||||||||||||
MOFG |
MidWestOne Financial Group, Inc. | 29.56 | 15,875 | 469.3 | 33.68 | 16.59 | 29.56 | -2.31 | 53.72 | 20.65 | 2.24 | 4.07 | 33.22 | 27.90 | 362.15 | |||||||||||||||||||||||||||||||||||||||||||
NBTB |
NBT Bancorp Inc. | 36.30 | 43,336 | 1,573.1 | 42.79 | 26.10 | 36.30 | -1.57 | 19.02 | 13.08 | 3.41 | 3.56 | 28.19 | 21.50 | 267.10 | |||||||||||||||||||||||||||||||||||||||||||
NTRS |
Northern Trust Corporation | 114.60 | 208,395 | 23,882.0 | 123.10 | 74.03 | 114.60 | -1.52 | 40.73 | 23.04 | 5.86 | 6.13 | 52.49 | 48.60 | 826.75 | |||||||||||||||||||||||||||||||||||||||||||
NFBK |
Northfield Bancorp, Inc. (Staten Island, NY) | 16.48 | 50,805 | 837.3 | 17.25 | 8.72 | 16.48 | -1.55 | 71.49 | 33.66 | 1.21 | 1.30 | 14.81 | 14.00 | 106.82 | |||||||||||||||||||||||||||||||||||||||||||
NRIM |
Northrim BanCorp, Inc. | 39.89 | 6,207 | 247.6 | 48.19 | 23.44 | 39.89 | -6.82 | 58.80 | 17.50 | 6.70 | NA | 38.22 | 35.64 | 395.30 | |||||||||||||||||||||||||||||||||||||||||||
NWBI |
Northwest Bancshares, Inc. | 13.10 | 126,888 | 1,662.2 | 15.48 | 8.84 | 13.10 | -1.65 | 32.73 | 2.83 | 1.28 | 1.22 | 12.32 | 9.22 | 112.68 | |||||||||||||||||||||||||||||||||||||||||||
OCFC |
OceanFirst Financial Corp. | 21.17 | 59,454 | 1,258.6 | 25.76 | 13.14 | 21.17 | -2.31 | 33.94 | 13.63 | 1.46 | 1.30 | 24.29 | 15.58 | 193.16 | |||||||||||||||||||||||||||||||||||||||||||
ONB |
Old National Bancorp | 16.49 | 165,720 | 2,732.7 | 21.28 | 12.02 | 16.49 | -1.14 | 16.29 | -0.42 | 1.81 | 1.97 | 18.05 | 11.55 | 142.87 | |||||||||||||||||||||||||||||||||||||||||||
OSBC |
Old Second Bancorp, Inc. | 11.80 | 28,708 | 338.8 | 14.45 | 7.19 | 11.80 | -2.07 | 46.77 | 16.83 | 1.31 | 1.32 | 11.01 | 10.29 | 113.23 | |||||||||||||||||||||||||||||||||||||||||||
OBNK |
Origin Bancorp, Inc. | 40.40 | 23,502 | 949.5 | 46.65 | 19.40 | 40.40 | -2.42 | 72.95 | 45.48 | 3.56 | 3.47 | 29.28 | 28.01 | 309.25 | |||||||||||||||||||||||||||||||||||||||||||
PPBI |
Pacific Premier Bancorp, Inc. | 39.19 | 94,650 | 3,709.3 | 47.46 | 18.47 | 39.19 | -1.31 | 83.73 | 25.09 | 3.14 | 3.22 | 29.72 | 19.34 | 216.90 | |||||||||||||||||||||||||||||||||||||||||||
PACW |
PacWest Bancorp | 40.86 | 117,214 | 4,789.3 | 46.75 | 15.62 | 40.86 | -3.24 | 118.27 | 60.87 | 4.16 | 4.24 | 32.17 | 21.95 | 297.47 | |||||||||||||||||||||||||||||||||||||||||||
PCB |
PCB Bancorp | 19.71 | 14,761 | 290.9 | 21.29 | 8.20 | 19.71 | -4.18 | 107.69 | 94.96 | 1.79 | 1.79 | 16.09 | 16.05 | 139.55 | |||||||||||||||||||||||||||||||||||||||||||
PGC |
Peapack-Gladstone Financial Corporation | 33.04 | 17,878 | 590.7 | 33.99 | 14.38 | 33.04 | -0.21 | 97.84 | 45.17 | 2.28 | 2.64 | 28.60 | 26.30 | 323.95 | |||||||||||||||||||||||||||||||||||||||||||
PWOD |
Penns Woods Bancorp, Inc. | 23.67 | 7,065 | 167.2 | 28.19 | 19.50 | 23.67 | -0.67 | 15.18 | -9.00 | 2.19 | 2.03 | 23.63 | 21.12 | 268.20 | |||||||||||||||||||||||||||||||||||||||||||
PEBO |
Peoples Bancorp Inc. | 31.30 | 19,330 | 605.0 | 36.75 | 18.35 | 31.30 | 0.81 | 48.83 | 15.54 | 2.86 | 3.25 | 29.78 | 18.63 | 262.17 | |||||||||||||||||||||||||||||||||||||||||||
PFIS |
Peoples Financial Services Corp. | 45.59 | 7,202 | 328.4 | 47.54 | 31.75 | 45.59 | 1.31 | 20.96 | 24.02 | 4.76 | 4.67 | 45.11 | 36.21 | 416.22 | |||||||||||||||||||||||||||||||||||||||||||
PNFP |
Pinnacle Financial Partners, Inc. | 93.83 | 75,687 | 7,101.7 | 97.73 | 32.80 | 93.83 | -2.12 | 129.58 | 45.70 | 6.14 | 6.28 | 64.19 | 39.77 | 467.88 | |||||||||||||||||||||||||||||||||||||||||||
BPOP |
Popular, Inc. | 75.21 | 80,671 | 6,067.3 | 83.72 | 34.30 | 75.21 | -2.22 | 100.88 | 33.54 | 9.88 | 9.43 | 71.82 | 63.24 | 900.66 | |||||||||||||||||||||||||||||||||||||||||||
PFBC |
Preferred Bank | 60.64 | 14,924 | 905.0 | 69.44 | 30.65 | 60.64 | 1.47 | 60.89 | 20.15 | 5.41 | 5.45 | 37.36 | 37.31 | 373.63 | |||||||||||||||||||||||||||||||||||||||||||
PFC |
Premier Financial Corp. | 29.63 | 37,179 | 1,101.6 | 35.90 | 14.74 | 29.63 | -0.54 | 56.03 | 28.83 | 3.45 | 3.66 | 27.64 | 18.36 | 204.25 | |||||||||||||||||||||||||||||||||||||||||||
PFHD |
Professional Holding Corp. | 18.85 | 13,419 | 252.9 | 20.66 | 11.52 | 18.85 | -4.80 | 41.73 | 22.16 | 1.24 | 1.34 | 16.55 | 14.63 | 190.85 | |||||||||||||||||||||||||||||||||||||||||||
PROV |
Provident Financial Holdings, Inc. | 17.30 | 7,541 | 130.0 | 18.48 | 11.40 | 17.30 | 0.00 | 42.98 | 10.12 | 1.00 | 0.75 | 16.88 | 16.88 | 156.95 | |||||||||||||||||||||||||||||||||||||||||||
RBB |
RBB Bancorp | 25.64 | 19,354 | 496.2 | 25.80 | 10.71 | 25.64 | 1.46 | 94.98 | 66.71 | 2.29 | 2.35 | 22.86 | 18.87 | 201.03 | |||||||||||||||||||||||||||||||||||||||||||
RRBI |
Red River Bancshares, Inc. | 50.55 | 7,276 | 367.8 | 65.07 | 40.98 | 50.55 | -2.36 | 14.94 | 2.02 | 4.21 | 4.17 | 40.21 | 40.00 | 395.59 |
RNST |
Renasant Corporation | 34.93 | 56,352 | 1,968.4 | 46.97 | 20.89 | 34.93 | -4.95 | 40.28 | 3.71 | 2.83 | 3.05 | 39.11 | 21.92 | 284.33 | |||||||||||||||||||||||||||||||||||||||||||
RBCA.A |
Republic Bancorp, Inc. | 50.10 | 20,399 | 913.5 | 50.75 | 27.22 | 50.10 | 0.14 | 63.09 | 38.90 | 3.59 | 3.59 | 41.05 | 40.26 | 303.12 | |||||||||||||||||||||||||||||||||||||||||||
RVSB |
Riverview Bancorp, Inc. | 7.39 | 22,107 | 163.4 | 7.79 | 3.77 | 7.39 | -0.67 | 70.67 | 40.49 | 0.70 | 0.69 | 7.05 | 5.80 | 73.14 | |||||||||||||||||||||||||||||||||||||||||||
STBA |
S&T Bancorp, Inc. | 30.01 | 39,344 | 1,180.7 | 35.80 | 16.98 | 30.01 | -1.61 | 45.82 | 20.81 | 2.58 | 2.61 | 30.21 | 20.52 | 241.35 | |||||||||||||||||||||||||||||||||||||||||||
SASR |
Sandy Spring Bancorp, Inc. | 42.49 | 47,227 | 2,006.7 | 48.22 | 21.11 | 42.49 | -2.41 | 78.91 | 32.00 | 4.90 | 5.03 | 33.02 | 24.58 | 273.69 | |||||||||||||||||||||||||||||||||||||||||||
SBCF |
Seacoast Banking Corporation of Florida | 31.58 | 55,011 | 1,737.2 | 40.93 | 17.00 | 31.58 | -2.65 | 60.06 | 7.23 | 2.11 | 2.29 | 21.33 | 17.12 | 169.36 | |||||||||||||||||||||||||||||||||||||||||||
SHBI |
Shore Bancshares, Inc. | 17.29 | 11,753 | 203.2 | 18.10 | 9.46 | 17.29 | -2.76 | 71.87 | 18.42 | 1.27 | 1.33 | 16.91 | 15.29 | 180.40 | |||||||||||||||||||||||||||||||||||||||||||
BSRR |
Sierra Bancorp | 24.12 | 15,245 | 367.7 | 29.42 | 15.84 | 24.12 | -1.63 | 34.00 | 0.84 | 2.74 | 2.73 | 23.21 | 21.19 | 214.63 | |||||||||||||||||||||||||||||||||||||||||||
SBNY |
Signature Bank | 245.93 | 59,905 | 14,732.5 | 268.46 | 71.45 | 245.93 | -4.48 | 153.04 | 81.78 | 12.69 | 12.74 | 106.24 | 105.89 | 1617.35 | |||||||||||||||||||||||||||||||||||||||||||
SFNC |
Simmons First National Corporation | 28.74 | 108,284 | 3,112.1 | 33.43 | 14.84 | 28.74 | -1.27 | 69.26 | 33.12 | 2.40 | 2.23 | 28.03 | 17.16 | 216.31 | |||||||||||||||||||||||||||||||||||||||||||
SPFI |
South Plains Financial, Inc. | 22.82 | 17,954 | 409.7 | 25.08 | 11.52 | 22.82 | -4.24 | 55.98 | 20.42 | 3.35 | 3.44 | 21.81 | 20.35 | 206.80 | |||||||||||||||||||||||||||||||||||||||||||
SSB |
South State Corporation | 68.73 | 70,041 | 4,813.9 | 93.26 | 45.00 | 68.73 | -4.17 | 20.24 | -4.94 | 6.00 | 7.91 | 67.60 | 43.07 | 576.46 | |||||||||||||||||||||||||||||||||||||||||||
SSBK |
Southern States Bancshares, Inc. | 19.60 | 9,013 | 176.7 | 21.01 | 19.10 | 19.60 | 1.55 | 3.16 | 3.16 | 2.07 | NA | NA | NA | 166.43 | |||||||||||||||||||||||||||||||||||||||||||
SBSI |
Southside Bancshares, Inc. | 37.00 | 32,654 | 1,208.2 | 43.69 | 23.51 | 37.00 | -1.15 | 33.67 | 19.24 | 3.40 | 3.46 | 27.37 | 20.97 | 219.96 | |||||||||||||||||||||||||||||||||||||||||||
STXB |
Spirit of Texas Bancshares, Inc. | 22.39 | 17,169 | 384.4 | 24.94 | 10.45 | 22.39 | -2.48 | 82.78 | 33.27 | 2.41 | 2.55 | 22.01 | 16.97 | 179.67 | |||||||||||||||||||||||||||||||||||||||||||
SYBT |
Stock Yards Bancorp, Inc. | 51.63 | 26,588 | 1,372.7 | 56.00 | 32.71 | 51.63 | 0.16 | 21.80 | 27.54 | 2.58 | 3.20 | 24.49 | 19.16 | 228.98 | |||||||||||||||||||||||||||||||||||||||||||
SMMF |
Summit Financial Group, Inc. | 23.44 | 12,964 | 303.9 | 27.40 | 14.50 | 23.44 | -0.26 | 53.60 | 6.16 | 3.13 | 3.08 | 23.11 | 18.96 | 252.43 | |||||||||||||||||||||||||||||||||||||||||||
SIVB |
SVB Financial Group | 550.95 | 58,664 | 32,320.7 | 608.84 | 221.55 | 550.95 | -5.29 | 128.89 | 42.06 | 34.99 | 20.07 | 176.10 | 172.44 | 2785.36 | |||||||||||||||||||||||||||||||||||||||||||
TBNK |
Territorial Bancorp Inc. | 25.63 | 9,004 | 230.8 | 30.04 | 19.23 | 25.63 | 0.35 | 18.66 | 6.66 | 2.05 | 1.86 | 26.67 | 26.67 | 236.79 | |||||||||||||||||||||||||||||||||||||||||||
TCBI |
Texas Capital Bancshares, Inc. | 64.80 | 50,598 | 3,278.7 | 93.26 | 29.45 | 64.80 | -0.49 | 104.03 | 8.91 | 4.86 | 5.04 | 55.64 | 55.29 | 696.25 | |||||||||||||||||||||||||||||||||||||||||||
TBBK |
The Bancorp, Inc. | 23.79 | 57,022 | 1,356.6 | 26.70 | 7.95 | 23.79 | -6.08 | 153.62 | 74.29 | 1.74 | 1.75 | 10.77 | 10.73 | 114.88 | |||||||||||||||||||||||||||||||||||||||||||
BPRN |
The Bank of Princeton | 30.39 | 6,803 | 206.8 | 31.31 | 17.40 | 30.39 | -0.88 | 56.34 | 29.82 | 2.62 | 2.69 | 31.96 | 30.23 | 240.40 | |||||||||||||||||||||||||||||||||||||||||||
FNLC |
The First Bancorp, Inc. | 29.77 | 10,991 | 327.2 | 32.63 | 19.10 | 29.77 | -1.42 | 40.56 | 17.20 | 2.89 | 2.91 | 21.31 | 18.49 | 222.96 | |||||||||||||||||||||||||||||||||||||||||||
TOWN |
TowneBank | 30.40 | 71,750 | 2,181.2 | 33.25 | 15.36 | 30.40 | -2.69 | 67.31 | 29.47 | 2.89 | 2.65 | 25.51 | 18.70 | 220.26 | |||||||||||||||||||||||||||||||||||||||||||
TCBK |
TriCo Bancshares | 39.44 | 29,712 | 1,171.8 | 51.66 | 23.38 | 39.44 | -3.14 | 40.11 | 11.79 | 3.46 | 3.60 | 32.53 | 24.60 | 274.99 | |||||||||||||||||||||||||||||||||||||||||||
TSC |
TriState Capital Holdings, Inc. | 20.23 | 33,157 | 670.8 | 26.42 | 12.09 | 20.23 | -3.21 | 44.50 | 16.26 | 1.39 | 1.33 | 18.54 | 16.65 | 348.08 | |||||||||||||||||||||||||||||||||||||||||||
TBK |
Triumph Bancorp, Inc. | 80.39 | 24,751 | 1,989.7 | 97.49 | 26.86 | 80.39 | -1.89 | 188.14 | 65.58 | 4.54 | 4.36 | 29.76 | 18.35 | 243.05 | |||||||||||||||||||||||||||||||||||||||||||
TRST |
TrustCo Bank Corp NY | 32.79 | 19,265 | 631.7 | 41.47 | 25.25 | 32.79 | -3.05 | 12.29 | -1.68 | 2.92 | 2.92 | 30.03 | 30.00 | 317.81 | |||||||||||||||||||||||||||||||||||||||||||
TRMK |
Trustmark Corporation | 30.23 | 62,455 | 1,888.0 | 36.31 | 20.08 | 30.23 | -2.10 | 28.09 | 10.69 | 3.25 | 3.28 | 28.35 | 22.13 | 273.77 | |||||||||||||||||||||||||||||||||||||||||||
UMBF |
UMB Financial Corporation | 90.58 | 48,348 | 4,379.3 | 99.98 | 45.87 | 90.58 | -2.55 | 72.21 | 31.29 | 8.46 | 6.58 | 63.92 | 59.96 | 757.41 | |||||||||||||||||||||||||||||||||||||||||||
UMPQ |
Umpqua Holdings Corporation | 19.61 | 220,133 | 4,316.8 | 20.44 | 10.03 | 19.61 | -2.49 | 76.83 | 29.52 | 2.27 | 2.28 | 12.54 | NA | 137.58 | |||||||||||||||||||||||||||||||||||||||||||
UBSI |
United Bankshares, Inc. | 35.86 | 128,811 | 4,619.2 | 42.50 | 20.57 | 35.86 | 0.14 | 35.27 | 10.68 | 3.07 | 3.11 | 34.01 | 19.81 | 211.09 | |||||||||||||||||||||||||||||||||||||||||||
UCBI |
United Community Banks, Inc. | 29.80 | 86,628 | 2,581.5 | 36.67 | 15.73 | 29.80 | -4.12 | 68.93 | 4.78 | 2.78 | 2.88 | 22.96 | 18.51 | 218.13 | |||||||||||||||||||||||||||||||||||||||||||
UBFO |
United Security Bancshares | 8.16 | 17,010 | 138.8 | 8.92 | 5.79 | 8.16 | -0.97 | 35.32 | 15.74 | 0.48 | 0.48 | 6.96 | 6.69 | 72.37 | |||||||||||||||||||||||||||||||||||||||||||
UVSP |
Univest Financial Corporation | 27.24 | 29,413 | 801.2 | 30.14 | 13.92 | 27.24 | -0.66 | 69.19 | 32.36 | 3.32 | 3.39 | 25.16 | 19.22 | 216.11 | |||||||||||||||||||||||||||||||||||||||||||
VLY |
Valley National Bancorp | 13.10 | 406,601 | 5,326.5 | 14.74 | 6.50 | 13.10 | -0.98 | 75.60 | 34.36 | 1.07 | 1.11 | 11.15 | 7.64 | 101.51 | |||||||||||||||||||||||||||||||||||||||||||
WAFD |
Washington Federal, Inc. | 33.46 | 67,946 | 2,273.5 | 34.00 | 20.01 | 33.46 | 0.03 | 39.36 | 29.99 | 2.13 | 2.00 | 27.74 | 23.30 | 289.19 | |||||||||||||||||||||||||||||||||||||||||||
WASH |
Washington Trust Bancorp, Inc. | 52.31 | 17,320 | 906.0 | 56.20 | 30.01 | 52.31 | 0.46 | 55.50 | 16.76 | 4.30 | 4.49 | 31.63 | 27.60 | 337.87 | |||||||||||||||||||||||||||||||||||||||||||
WSBF |
Waterstone Financial, Inc. | 20.05 | 23,842 | 478.6 | 21.41 | 14.62 | 20.05 | -2.48 | 29.52 | 6.54 | 3.88 | 3.97 | 17.12 | 17.10 | 92.35 | |||||||||||||||||||||||||||||||||||||||||||
WSBC |
WesBanco, Inc. | 33.99 | 65,404 | 2,223.1 | 39.87 | 19.56 | 33.99 | -0.85 | 54.43 | 13.45 | 3.42 | 3.61 | 39.96 | 22.42 | 259.42 | |||||||||||||||||||||||||||||||||||||||||||
WTBA |
West Bancorporation, Inc. | 29.28 | 16,555 | 484.7 | 31.98 | 15.50 | 29.28 | -6.21 | 71.53 | 51.71 | 2.50 | 2.49 | 14.89 | 14.89 | 197.45 | |||||||||||||||||||||||||||||||||||||||||||
WABC |
Westamerica Bancorporation | 56.89 | 26,866 | 1,528.4 | 66.85 | 51.32 | 56.89 | -2.79 | -5.98 | 2.89 | 3.22 | 3.12 | 31.35 | 26.78 | 266.06 | |||||||||||||||||||||||||||||||||||||||||||
WNEB |
Western New England Bancorp, Inc. | 8.87 | 24,070 | 213.5 | 9.24 | 4.92 | 8.87 | 1.26 | 73.24 | 28.74 | 0.76 | 0.79 | 9.29 | 8.66 | 102.89 | |||||||||||||||||||||||||||||||||||||||||||
WTFC |
Wintrust Financial Corporation | 72.86 | 57,041 | 4,156.0 | 87.85 | 37.28 | 72.86 | -1.92 | 69.01 | 19.27 | 7.54 | NA | 68.81 | 56.92 | 819.39 | |||||||||||||||||||||||||||||||||||||||||||
WSFS |
WSFS Financial Corporation | 44.70 | 47,535 | 2,124.8 | 55.18 | 24.59 | 44.70 | -1.91 | 53.77 | -0.40 | 5.58 | 5.73 | 39.63 | 28.08 | 318.69 | |||||||||||||||||||||||||||||||||||||||||||
ZION |
Zions Bancorporation, National Association | 53.87 | 162,070 | 8,730.7 | 60.65 | 27.55 | 53.87 | -2.78 | 67.66 | 24.01 | 6.65 | 6.23 | 46.80 | 40.54 | 538.09 | |||||||||||||||||||||||||||||||||||||||||||
ASB |
Associated Banc-Corp | 20.74 | 150,297 | 3,117.2 | 23.95 | 12.04 | 20.74 | -1.43 | 55.01 | 21.64 | 1.80 | 2.11 | 24.99 | 17.35 | 227.23 | |||||||||||||||||||||||||||||||||||||||||||
AX |
Axos Financial, Inc. | 48.69 | 59,318 | 2,888.2 | 54.36 | 21.27 | 48.69 | -2.58 | 100.70 | 29.74 | 3.56 | 3.81 | 23.62 | 21.66 | 240.49 | |||||||||||||||||||||||||||||||||||||||||||
BANC |
Banc of California, Inc. | 17.74 | 50,792 | 892.6 | 21.40 | 9.00 | 17.74 | -1.72 | 57.41 | 20.60 | 1.08 | 1.13 | 14.46 | 13.67 | 158.04 | |||||||||||||||||||||||||||||||||||||||||||
BXS |
BancorpSouth Bank | 28.42 | 108,601 | 3,086.4 | 35.59 | 18.11 | 28.42 | -0.63 | 29.48 | 3.57 | 2.80 | 2.88 | 26.72 | 17.41 | 254.25 | |||||||||||||||||||||||||||||||||||||||||||
BAC |
Bank of America Corporation | 40.37 | 8,414,904 | 339,709.7 | 43.49 | 22.95 | 40.37 | -3.03 | 60.84 | 33.19 | 2.99 | NA | 29.89 | 21.50 | 360.06 | |||||||||||||||||||||||||||||||||||||||||||
BOH |
Bank of Hawaii Corporation | 84.99 | 40,478 | 3,440.2 | 99.10 | 48.77 | 84.99 | -0.99 | 52.67 | 10.92 | 5.19 | 5.31 | 34.80 | 34.02 | 560.11 | |||||||||||||||||||||||||||||||||||||||||||
BKU |
BankUnited, Inc. | 41.02 | 92,821 | 3,807.5 | 50.71 | 20.52 | 41.02 | -2.52 | 84.69 | 17.94 | 3.76 | 3.62 | 33.91 | 33.06 | 384.61 | |||||||||||||||||||||||||||||||||||||||||||
BHLB |
Berkshire Hills Bancorp, Inc. | 25.75 | 48,114 | 1,238.9 | 28.97 | 8.55 | 25.75 | -4.17 | 175.40 | 50.41 | 1.53 | 1.73 | 23.30 | 22.66 | 255.09 | |||||||||||||||||||||||||||||||||||||||||||
BY |
Byline Bancorp, Inc. | 25.00 | 37,733 | 943.3 | 25.78 | 10.49 | 25.00 | -1.96 | 93.65 | 61.81 | 1.94 | 2.08 | 21.17 | NA | 173.34 | |||||||||||||||||||||||||||||||||||||||||||
COF |
Capital One Financial Corporation | 168.22 | 446,114 | 75,045.3 | 177.95 | 63.39 | 168.22 | -5.35 | 161.74 | 70.18 | 25.06 | 25.16 | 130.32 | 97.29 | 949.13 | |||||||||||||||||||||||||||||||||||||||||||
CPF |
Central Pacific Financial Corp. | 25.59 | 28,219 | 722.1 | 28.81 | 12.80 | 25.59 | -2.40 | 62.17 | 34.61 | 1.97 | 2.06 | 19.59 | 19.59 | 254.39 | |||||||||||||||||||||||||||||||||||||||||||
C |
Citigroup Inc. | 70.25 | 2,026,785 | 142,381.7 | 80.29 | 40.49 | 70.25 | -3.91 | 41.69 | 13.93 | 9.74 | 9.40 | 90.87 | 77.88 | 1148.55 | |||||||||||||||||||||||||||||||||||||||||||
CFG |
Citizens Financial Group, Inc. | 42.34 | 426,083 | 18,040.4 | 51.14 | 23.46 | 42.34 | -5.43 | 74.24 | 18.40 | 4.48 | 4.66 | 49.72 | 33.05 | 434.43 | |||||||||||||||||||||||||||||||||||||||||||
CMA |
Comerica Incorporated | 71.28 | 133,924 | 9,546.1 | 79.86 | 35.76 | 71.28 | -4.90 | 83.57 | 27.60 | 7.76 | 7.70 | 56.28 | 51.43 | 659.74 | |||||||||||||||||||||||||||||||||||||||||||
CBU |
Community Bank System, Inc. | 74.16 | 53,918 | 3,998.6 | 82.53 | 52.37 | 74.16 | -1.28 | 26.55 | 19.02 | 3.50 | 3.76 | 38.23 | 22.60 | 274.51 | |||||||||||||||||||||||||||||||||||||||||||
CFR |
Cullen/Frost Bankers, Inc. | 114.06 | 63,650 | 7,259.9 | 125.00 | 61.50 | 114.06 | -2.07 | 62.92 | 30.76 | 6.45 | 6.54 | 66.44 | 56.13 | 733.67 | |||||||||||||||||||||||||||||||||||||||||||
CUBI |
Customers Bancorp, Inc. | 38.60 | 32,374 | 1,249.6 | 43.86 | 10.41 | 38.60 | -0.36 | 213.06 | 112.32 | 7.12 | 6.83 | 31.94 | 31.82 | 606.51 | |||||||||||||||||||||||||||||||||||||||||||
FNB |
F.N.B. Corporation | 11.44 | 319,519 | 3,655.3 | 13.83 | 6.37 | 11.44 | -2.39 | 55.86 | 20.42 | 1.06 | 1.18 | 15.43 | 8.20 | 120.20 | |||||||||||||||||||||||||||||||||||||||||||
FBK |
FB Financial Corporation | 40.38 | 47,363 | 1,912.5 | 49.62 | 23.64 | 40.38 | -1.87 | 52.90 | 16.27 | 2.81 | 3.55 | 28.96 | 23.43 | 251.64 | |||||||||||||||||||||||||||||||||||||||||||
FBP |
First BanCorp. | 12.56 | 207,260 | 2,603.2 | 13.25 | 4.94 | 12.56 | -2.33 | 125.09 | 36.23 | 0.97 | 1.17 | 10.30 | 9.94 | 103.11 | |||||||||||||||||||||||||||||||||||||||||||
FCF |
First Commonwealth Financial Corporation | 13.32 | 95,688 | 1,274.6 | 15.69 | 7.14 | 13.32 | -1.62 | 63.24 | 21.76 | 1.19 | 1.27 | 11.50 | 8.25 | 98.26 | |||||||||||||||||||||||||||||||||||||||||||
FHN |
First Horizon Corporation | 15.83 | 549,333 | 8,695.9 | 19.45 | 8.53 | 15.83 | -2.58 | 66.98 | 24.06 | 2.30 | NA | 14.07 | 10.74 | 160.03 | |||||||||||||||||||||||||||||||||||||||||||
FRC |
First Republic Bank | 194.60 | 179,060 | 34,845.0 | 204.68 | 100.38 | 194.60 | -2.14 | 72.50 | 32.44 | 6.95 | 6.97 | 62.99 | 61.72 | 902.75 | |||||||||||||||||||||||||||||||||||||||||||
GWB |
Great Western Bancorp, Inc. | 31.26 | 55,116 | 1,722.9 | 35.18 | 11.80 | 31.26 | -1.85 | 122.97 | 49.57 | 2.94 | 2.87 | 21.07 | 20.97 | 237.14 | |||||||||||||||||||||||||||||||||||||||||||
HTH |
Hilltop Holdings Inc. | 33.48 | 81,155 | 2,717.1 | 39.60 | 17.80 | 33.48 | 0.87 | 69.35 | 21.70 | 5.66 | NA | 30.44 | 26.93 | 217.67 | |||||||||||||||||||||||||||||||||||||||||||
JPM |
JPMorgan Chase & Co. | 154.72 | 2,988,155 | 462,327.4 | 167.44 | 91.38 | 154.72 | -3.29 | 58.90 | 21.76 | 14.99 | 14.82 | 84.85 | 68.08 | 1232.95 | |||||||||||||||||||||||||||||||||||||||||||
KEY |
KeyCorp | 19.91 | 956,370 | 19,041.3 | 23.65 | 11.33 | 19.91 | -3.72 | 66.06 | 21.33 | 2.30 | 2.36 | 16.70 | 13.76 | 189.38 | |||||||||||||||||||||||||||||||||||||||||||
LC |
LendingClub Corporation | 28.70 | 98,597 | 2,829.7 | 29.72 | 4.32 | 28.70 | -1.68 | 410.68 | 171.78 | NA | NA | 7.73 | 6.10 | 44.32 | |||||||||||||||||||||||||||||||||||||||||||
MTB |
M&T Bank Corporation | 135.70 | 128,678 | 17,461.6 | 168.27 | 88.48 | 135.70 | -3.03 | 33.47 | 6.60 | 13.01 | 13.10 | 120.22 | 84.46 | 1170.54 | |||||||||||||||||||||||||||||||||||||||||||
MCB |
Metropolitan Bank Holding Corp. | 77.01 | 8,344 | 642.6 | 77.65 | 25.51 | 77.01 | -0.56 | 156.70 | 112.32 | 5.64 | 5.59 | 42.92 | 41.75 | 693.56 | |||||||||||||||||||||||||||||||||||||||||||
NBHC |
National Bank Holdings Corporation | 37.00 | 30,801 | 1,139.6 | 43.21 | 24.35 | 37.00 | -0.13 | 31.11 | 12.94 | 3.40 | 3.43 | 27.52 | 23.58 | 231.69 | |||||||||||||||||||||||||||||||||||||||||||
NYCB |
New York Community Bancorp, Inc. | 12.31 | 465,033 | 5,724.6 | 13.23 | 7.72 | 12.31 | -2.38 | 32.79 | 16.68 | 1.21 | 1.07 | 13.79 | 8.57 | 123.58 | |||||||||||||||||||||||||||||||||||||||||||
OFG |
OFG Bancorp | 23.41 | 51,662 | 1,209.4 | 25.52 | 11.97 | 23.41 | -2.50 | 82.89 | 26.27 | 2.26 | 2.67 | 20.44 | 17.98 | 202.50 | |||||||||||||||||||||||||||||||||||||||||||
PB |
Prosperity Bancshares, Inc. | 70.29 | 92,930 | 6,532.1 | 83.02 | 48.80 | 70.29 | 0.04 | 28.69 | 1.34 | 5.73 | 5.84 | 67.90 | 32.40 | 388.46 | |||||||||||||||||||||||||||||||||||||||||||
PFS |
Provident Financial Services, Inc. | 21.89 | 76,381 | 1,672.0 | 25.70 | 11.76 | 21.89 | -1.62 | 64.96 | 21.88 | 2.11 | 2.10 | 21.55 | 15.58 | 173.04 | |||||||||||||||||||||||||||||||||||||||||||
RF |
Regions Financial Corporation | 20.03 | 954,539 | 19,119.4 | 23.81 | 10.60 | 20.03 | -2.29 | 80.78 | 24.26 | 2.53 | 2.51 | 17.38 | 11.84 | 163.02 | |||||||||||||||||||||||||||||||||||||||||||
SFBS |
ServisFirst Bancshares, Inc. | 71.30 | 54,201 | 3,864.5 | 74.49 | 31.93 | 71.30 | -2.38 | 92.49 | 76.97 | 3.61 | 3.60 | 19.79 | 19.54 | 243.67 | |||||||||||||||||||||||||||||||||||||||||||
SI |
Silvergate Capital Corporation | 100.75 | 26,521 | 2,672.0 | 187.86 | 13.50 | 100.75 | -9.80 | 572.56 | 35.58 | 2.19 | 2.19 | 32.84 | 32.84 | 463.39 | |||||||||||||||||||||||||||||||||||||||||||
STT |
State Street Corporation | 86.09 | 343,503 | 29,572.2 | 92.63 | 56.63 | 86.09 | -5.18 | 26.73 | 18.29 | 6.28 | 7.09 | 67.51 | 39.68 | 950.58 | |||||||||||||||||||||||||||||||||||||||||||
SNV |
Synovus Financial Corp. | 42.36 | 146,446 | 6,203.4 | 50.51 | 19.39 | 42.36 | -3.20 | 104.54 | 30.86 | 3.90 | 4.37 | 31.96 | 28.59 | 375.15 | |||||||||||||||||||||||||||||||||||||||||||
BK |
The Bank of New York Mellon Corporation | 53.32 | 863,174 | 46,024.4 | 55.02 | 32.65 | 53.32 | -1.02 | 48.65 | 25.64 | 3.87 | 3.96 | 47.20 | 23.51 | 540.98 | |||||||||||||||||||||||||||||||||||||||||||
PNC |
The PNC Financial Services Group, Inc. | 185.82 | 424,993 | 78,972.2 | 203.88 | 101.58 | 185.82 | -2.40 | 75.17 | 24.71 | 13.18 | NA | 120.25 | 93.16 | 1304.05 |
TFC |
Truist Financial Corporation | 55.58 | 1,334,831 | 74,189.9 | 62.69 | 34.86 | 55.58 | -3.14 | 49.37 | 15.96 | 3.83 | 4.72 | 46.20 | 25.94 | 391.03 | |||||||||||||||
USB |
U.S. Bancorp | 55.68 | 1,482,623 | 82,552.4 | 62.47 | 34.17 | 55.68 | -4.36 | 56.36 | 19.51 | 4.67 | 4.72 | 31.75 | 24.63 | 376.96 | |||||||||||||||
WBS |
Webster Financial Corporation | 48.70 | 90,592 | 4,411.8 | 63.81 | 23.67 | 48.70 | -3.66 | 76.19 | 15.54 | 3.57 | NA | 35.15 | 28.99 | 372.59 | |||||||||||||||
WFC |
Wells Fargo & Company | 47.42 | 4,106,411 | 194,726.0 | 51.41 | 20.76 | 47.42 | -5.86 | 99.66 | 57.12 | 3.76 | 2.75 | 41.49 | 34.94 | 473.89 | |||||||||||||||
WAL |
Western Alliance Bancorporation | 95.09 | 103,261 | 9,819.1 | 109.84 | 30.34 | 95.09 | -4.80 | 168.92 | 58.62 | 7.36 | 7.24 | 38.70 | 32.84 | 475.19 | |||||||||||||||
BHB |
Bar Harbor Bankshares | 26.69 | 14,982 | 399.9 | 32.37 | 18.17 | 26.69 | -6.05 | 29.50 | 18.15 | 2.37 | 2.58 | 27.76 | 19.30 | 242.93 | |||||||||||||||
BRBS |
Blue Ridge Bankshares, Inc. | 17.80 | 18,778 | 334.2 | 18.71 | 8.98 | 17.80 | -0.34 | 88.03 | 49.92 | 3.06 | NA | 14.31 | 12.38 | 147.24 | |||||||||||||||
EVBN |
Evans Bancorp, Inc. | 38.59 | 5,413 | 208.9 | 40.45 | 21.79 | 38.59 | -2.80 | 67.49 | 40.12 | 3.99 | 3.95 | 32.28 | NA | 399.06 | |||||||||||||||
PRK |
Park National Corporation | 119.72 | 16,337 | 1,955.8 | 141.96 | 79.96 | 119.72 | -2.49 | 39.55 | 14.01 | 9.62 | 9.67 | 65.44 | 55.17 | 608.93 | |||||||||||||||
TMP |
Tompkins Financial Corporation | 80.01 | 14,737 | 1,179.1 | 92.80 | 54.32 | 80.01 | -1.16 | 18.71 | 13.33 | 6.50 | 6.57 | 49.01 | 42.55 | 542.06 | |||||||||||||||
WFCL |
1867 Western Financial Corporation | 8000.00 | NA | NA | 8500.00 | 6250.00 | 8000.00 | 0.00 | 44.01 | 18.52 | 1337.90 | 502.10 | 7681.94 | 7275.04 | NA | |||||||||||||||
FCOB |
1st Colonial Bancorp, Inc. | 9.65 | 4,832 | 46.6 | 10.01 | 5.35 | 9.65 | -3.02 | 74.19 | 24.36 | 1.38 | NA | 11.47 | 11.47 | 141.78 | |||||||||||||||
FSMK |
1ST SUMMIT BANCORP of Johnstown, Inc. | 132.50 | 1,095 | 145.5 | 132.50 | 82.00 | 132.50 | 0.00 | 6.85 | 61.59 | NA | NA | NA | NA | 1169.87 | |||||||||||||||
ABTO |
AB&T Financial Corp. | 0.89 | 31,433 | 28.0 | 0.95 | 0.30 | 0.89 | 27.14 | 140.54 | 36.92 | 0.03 | 0.03 | NA | NA | 6.47 | |||||||||||||||
ASCN |
Absecon Bancorp | 85.00 | 119 | 10.1 | 90.13 | 68.00 | 85.00 | 6.25 | 14.86 | 13.33 | 7.17 | 7.17 | 141.86 | 141.86 | 1440.18 | |||||||||||||||
AFBA |
Allied First Bancorp, Inc. | 7.50 | 1,772 | 13.3 | 9.75 | 2.85 | 7.50 | -2.34 | 187.36 | 105.48 | NA | NA | NA | NA | 82.60 | |||||||||||||||
AMFC |
AMB Financial Corp. | 21.15 | 923 | 19.5 | 21.15 | 10.51 | 21.15 | 0.95 | 69.20 | 32.19 | 4.18 | 4.17 | 25.60 | 25.60 | 294.46 | |||||||||||||||
AMBK |
American Bank Incorporated | 15.50 | 5,685 | 88.1 | 16.88 | 11.30 | 15.50 | 0.85 | 31.91 | 29.17 | 1.57 | NA | NA | NA | 140.24 | |||||||||||||||
ANDC |
Andover Bancorp, Inc. | 18.00 | 2,285 | 41.1 | 20.24 | 17.75 | 18.00 | -2.81 | -0.28 | -2.70 | NA | NA | NA | NA | 248.12 | |||||||||||||||
APLO |
Apollo Bancorp, Inc. | 42.00 | 520 | 21.8 | 43.00 | 37.00 | 42.00 | 1.82 | 2.16 | -2.33 | 3.74 | 3.74 | 43.39 | 43.39 | 344.36 | |||||||||||||||
AVBH |
Avidbank Holdings, Inc. | 23.10 | 6,236 | 144.1 | 24.00 | 13.20 | 23.10 | -3.75 | 67.15 | 32.00 | 1.87 | 1.77 | 21.26 | 21.26 | 257.24 | |||||||||||||||
BBBK |
Baker Boyer Bancorp | 68.50 | 1,297 | 87.8 | 74.50 | 62.00 | 68.50 | -2.14 | 2.24 | 0.74 | NA | NA | 46.39 | 46.39 | 597.55 | |||||||||||||||
BSPA |
Ballston Spa Bancorp, Inc. | 53.10 | 743 | 39.4 | 60.00 | 41.50 | 53.10 | -10.76 | 27.95 | 18.00 | NA | NA | 62.04 | 59.89 | 979.03 | |||||||||||||||
BAFI |
Bancaffiliated Inc. | 100.00 | 431 | 43.1 | 100.00 | 80.00 | 100.00 | 0.00 | -5.66 | 25.00 | NA | NA | NA | NA | 3168.14 | |||||||||||||||
BCSO |
Bancorp. of Southern Indiana | 42.00 | 1,354 | 56.9 | 42.00 | 34.10 | 42.00 | 0.00 | -6.67 | 0.00 | 6.30 | NA | NA | NA | 541.80 | |||||||||||||||
BORT |
Bank of Botetourt | 30.55 | 1,741 | 53.2 | 35.00 | 21.50 | 30.55 | -1.45 | 35.78 | 24.95 | 3.46 | 3.42 | 32.67 | 32.67 | 370.76 | |||||||||||||||
BHDB |
Bank of Labor Bancshares, Inc. | 35.67 | 374 | 13.4 | 41.50 | 34.00 | 35.67 | 4.91 | -12.47 | -14.05 | NA | NA | NA | NA | 2143.02 | |||||||||||||||
BSSC |
Bank of Southside Virginia Corporation, The | 244.00 | 545 | 133.0 | 260.00 | 222.00 | 244.00 | 0.00 | 6.09 | 9.91 | NA | NA | NA | NA | 1190.39 | |||||||||||||||
BKUT |
Bank of Utica | 575.00 | 250 | 143.8 | 600.00 | 545.00 | 575.00 | 2.68 | 0.88 | 0.00 | 205.58 | 51.52 | 1111.41 | 1111.41 | 5765.94 | |||||||||||||||
BKGM |
BankGuam Holding Company | 12.50 | 9,723 | 121.5 | 12.99 | 8.00 | 12.50 | 0.00 | 53.37 | 31.58 | 1.56 | 1.36 | 16.32 | 16.24 | 301.32 | |||||||||||||||
CBOB.A |
Bay Community Bancorp | 8.00 | 8,714 | 69.3 | 8.00 | 4.90 | 8.00 | 0.00 | 60.00 | 36.75 | NA | NA | 7.44 | 7.42 | 91.33 | |||||||||||||||
BMBN |
Benchmark Bankshares, Inc. | 23.50 | 4,524 | 106.3 | 24.00 | 13.61 | 23.50 | -1.84 | 59.32 | 42.42 | 2.45 | 2.45 | 17.77 | 17.77 | 216.29 | |||||||||||||||
BTOF |
Benton Financial Corporation | 30.00 | 661 | 19.8 | NA | NA | 30.00 | 0.00 | 0.00 | 0.00 | NA | NA | NA | NA | 315.52 | |||||||||||||||
BEOB |
BEO Bancorp | 36.25 | 1,199 | 43.5 | 44.00 | 29.00 | 36.25 | 0.00 | 9.85 | -16.47 | 4.96 | NA | 36.27 | 35.18 | 602.53 | |||||||||||||||
BLHK |
blueharbor bank | 13.07 | 2,932 | 38.3 | 14.00 | 8.50 | 13.07 | -0.61 | 50.75 | 27.51 | 1.33 | 1.33 | 12.80 | 12.80 | 132.96 | |||||||||||||||
BOLB |
BOL Bancshares Inc. | 12.00 | 179 | 2.1 | 20.00 | 11.25 | 12.00 | 0.00 | -20.00 | -40.00 | 5.53 | -1.13 | 34.31 | 34.31 | 494.42 | |||||||||||||||
BYLB |
Boyle Bancorp, Inc. | 84.50 | 868 | 73.4 | 85.00 | 61.83 | 84.50 | -0.29 | 37.82 | 20.73 | NA | NA | 81.04 | 77.36 | 937.00 | |||||||||||||||
BRBW |
Brunswick Bancorp | 12.23 | 2,818 | 34.5 | 12.49 | 7.46 | 12.23 | 1.07 | 55.80 | 35.14 | 1.22 | 0.60 | 15.11 | 15.11 | 128.97 | |||||||||||||||
BHRB |
Burke & Herbert Bank & Trust Company | 2132.00 | 186 | 395.6 | 3325.00 | 1545.00 | 2132.00 | -3.09 | 36.67 | 24.90 | NA | NA | 2104.72 | 2104.72 | 19158.10 | |||||||||||||||
CABB |
California Business Bank | 0.07 | 132,441 | 9.3 | 0.25 | 0.06 | 0.07 | 0.00 | 32.26 | -19.43 | NA | NA | NA | NA | 0.73 | |||||||||||||||
CAIB |
California International Bank, N.A. | 0.09 | 170,431 | 15.9 | 0.15 | 0.04 | 0.09 | 0.00 | -5.10 | 158.33 | NA | NA | NA | NA | 0.47 | |||||||||||||||
CNND |
Canandaigua National Corporation | 271.00 | 1,871 | 509.2 | 310.00 | 151.00 | 271.00 | 3.83 | 37.56 | 44.15 | 24.76 | NA | 165.85 | NA | 2114.16 | |||||||||||||||
CSKL |
Catskill Hudson Bancorp, Inc. | 26.65 | 703 | 18.7 | 31.25 | 23.25 | 26.65 | -6.85 | 15.87 | 14.62 | 1.61 | 1.13 | NA | NA | 813.19 | |||||||||||||||
CBHC |
CBC Holding Company | 23.50 | 608 | 14.3 | 26.50 | 21.00 | 23.50 | 0.00 | -6.00 | -6.00 | NA | NA | 37.34 | 34.60 | 366.94 | |||||||||||||||
CBOF |
CBOA Financial, Inc. | 3.00 | 8,892 | 26.7 | 3.50 | 1.65 | 3.00 | -2.91 | 50.00 | 20.48 | 0.42 | 0.50 | 3.16 | 3.16 | 37.85 | |||||||||||||||
CCYY |
CCCB Bancorp, Inc. | 9.00 | 1,666 | 15.0 | 9.00 | 5.75 | 9.00 | 6.13 | 36.57 | 34.73 | NA | NA | 10.90 | 10.90 | 121.21 | |||||||||||||||
CCFN |
CCFNB Bancorp, Inc. | 51.00 | 2,077 | 105.9 | 59.00 | 38.25 | 51.00 | -3.77 | 26.55 | 15.94 | 4.69 | 4.61 | 50.80 | 46.98 | 431.74 | |||||||||||||||
CCFC |
CCSB Financial Corp. | 17.01 | 746 | 12.7 | 19.50 | 16.13 | 17.01 | 0.00 | 5.46 | 0.35 | NA | NA | NA | NA | 202.08 | |||||||||||||||
CBCY.B |
Central Bancompany, Inc. | 591.50 | 4,425 | 2,617.4 | 595.00 | 530.00 | 591.50 | 0.25 | 0.25 | 2.87 | 56.79 | 57.26 | 537.04 | 453.72 | 4286.34 | |||||||||||||||
CBSU |
Central Bank Corporation | 27.50 | 993 | 27.3 | 30.00 | 20.50 | 27.50 | -6.91 | 35.47 | 3.77 | NA | NA | NA | NA | 337.55 | |||||||||||||||
CFCX |
Centric Financial Corporation | 9.75 | 8,476 | 82.6 | 9.85 | 6.40 | 9.75 | 1.04 | 37.32 | 13.64 | 1.46 | NA | 10.85 | 10.79 | 131.06 | |||||||||||||||
CYFL |
Century Financial Corporation | 25.24 | 1,820 | 45.9 | 25.24 | 18.00 | 25.24 | 0.96 | 31.12 | 9.98 | 2.94 | 2.91 | 25.74 | 25.74 | 242.14 | |||||||||||||||
CNBA |
Chester Bancorp, Inc. | 54.00 | 655 | 35.4 | 54.00 | 14.10 | 54.00 | 0.00 | 231.29 | 282.98 | NA | NA | 10.76 | NA | 103.20 | |||||||||||||||
CCBC |
Chino Commercial Bancorp | 13.05 | 2,677 | 34.9 | 15.55 | 7.88 | 13.05 | -1.88 | 63.30 | 36.77 | 1.15 | 1.15 | 10.61 | 10.61 | 131.99 | |||||||||||||||
CZBC |
Citizens Bancorp | 16.86 | 5,624 | 94.8 | 18.49 | 13.56 | 16.86 | 0.00 | 16.28 | 8.77 | 1.71 | NA | NA | NA | 187.31 | |||||||||||||||
CZBT |
Citizens Bancorp of Virginia, Inc. | 28.00 | 2,143 | 60.0 | 29.00 | 23.25 | 28.00 | 4.67 | 16.67 | 19.40 | 2.38 | 2.38 | 27.08 | 27.08 | 245.78 | |||||||||||||||
CZBS |
Citizens Bancshares Corporation | 10.68 | 1,981 | 20.2 | 15.95 | 8.55 | 10.68 | 0.00 | 6.64 | 6.27 | NA | NA | NA | NA | 303.45 | |||||||||||||||
CCVS |
Citizens Commerce Bancshares, Inc. | 8.00 | 3,988 | 31.9 | 8.24 | 6.12 | 8.00 | 0.00 | 29.87 | 18.69 | NA | NA | NA | NA | 77.87 | |||||||||||||||
CIWV |
Citizens Financial Corp. | 18.75 | 1,783 | 32.0 | 19.50 | 12.85 | 18.75 | 0.00 | 31.03 | 29.31 | NA | NA | NA | NA | 193.08 | |||||||||||||||
CZFS |
Citizens Financial Services, Inc. | 62.00 | 3,952 | 245.0 | 65.00 | 42.57 | 62.00 | 0.00 | 30.19 | 11.82 | 7.68 | 7.36 | 51.73 | 43.65 | 506.92 | |||||||||||||||
CNBL |
Citizens National Bancshares of Bossier, Inc. | 18.00 | 6,202 | 111.6 | 22.99 | 17.95 | 18.00 | -2.70 | -8.86 | -10.00 | NA | NA | NA | NA | 208.65 | |||||||||||||||
CZNL |
Citizens National Corporation | 49.00 | 996 | 48.8 | 75.00 | 41.00 | 49.00 | 0.00 | 2.62 | 10.11 | NA | NA | NA | NA | 740.83 | |||||||||||||||
CNBW |
CNB Corp. | 85.00 | 1,599 | 135.9 | 85.00 | 68.01 | 85.00 | 0.00 | 21.43 | 14.86 | NA | NA | NA | NA | 1016.73 | |||||||||||||||
CNBZ |
CNB Corporation | 22.04 | 1,211 | 26.7 | 25.00 | 17.20 | 22.04 | -11.84 | 11.59 | 15.51 | 2.40 | NA | 24.54 | 24.54 | 364.74 | |||||||||||||||
CBFC |
CNB Financial Services, Inc. | 59.00 | 406 | 23.3 | 62.31 | 45.00 | 59.00 | 0.00 | 40.48 | 31.11 | 8.61 | 7.91 | NA | NA | 1246.04 | |||||||||||||||
CABT |
Coastal Bank & Trust | 7.00 | 1,345 | 9.4 | 7.33 | 5.26 | 7.00 | 1.45 | 7.69 | 12.00 | NA | NA | NA | NA | 129.76 | |||||||||||||||
CDAB |
Coeur dAlene Bancorp, Inc. | 11.30 | 1,888 | 21.3 | 12.00 | 8.78 | 11.30 | 0.00 | 25.56 | 18.95 | 0.93 | NA | 11.28 | 11.26 | 124.60 | |||||||||||||||
CEFC |
Commercial National Financial Corporation | 10.50 | 3,965 | 41.6 | 11.79 | 8.05 | 10.50 | -3.23 | 11.70 | 13.51 | 1.40 | NA | 10.87 | NA | 148.19 | |||||||||||||||
CNUN |
Community Bancshares, Inc. (McArthur, OH) | 72.00 | 1,308 | 94.2 | 73.00 | 67.50 | 72.00 | 6.29 | 9.09 | 9.09 | 8.12 | 8.23 | 98.20 | 92.48 | 976.28 | |||||||||||||||
CTYP |
Community Bankers Corporation | 9.00 | 2,248 | 20.2 | 9.00 | 6.60 | 9.00 | 5.88 | 28.57 | 27.12 | NA | NA | NA | NA | 158.07 | |||||||||||||||
CFGW |
Community Financial Group, Inc. (Spokane, WA) | 38.00 | 1,859 | 70.6 | 38.00 | 28.30 | 38.00 | 0.00 | 34.27 | 29.89 | 3.21 | 3.21 | 27.74 | 27.74 | 331.10 | |||||||||||||||
CFOK |
Community First Bancorporation | 7.25 | 5,495 | 39.8 | 7.45 | 5.06 | 7.25 | -0.68 | 23.93 | 21.44 | 0.39 | NA | 8.80 | NA | 116.22 | |||||||||||||||
CMHF |
Community Heritage Financial, Inc. | 22.65 | 2,251 | 51.0 | 28.00 | 16.00 | 22.65 | 0.00 | 35.47 | 20.80 | 2.34 | 2.02 | 24.23 | 23.49 | 324.88 | |||||||||||||||
CIBN |
Community Investors Bancorp, Inc. | 18.64 | 795 | 14.8 | 20.24 | 14.83 | 18.64 | 0.00 | 25.86 | 6.51 | 3.09 | NA | 21.62 | 21.62 | 288.89 | |||||||||||||||
CBCZ |
Comunibanc Corp. | 32.03 | 829 | 26.5 | 33.00 | 24.50 | 32.03 | 0.00 | 20.87 | 18.63 | 2.61 | 2.60 | 38.69 | 38.69 | 401.97 | |||||||||||||||
CNBP |
Cornerstone Bancorp Inc. | 63.00 | 994 | 62.6 | 63.00 | 60.00 | 63.00 | 0.00 | 14.55 | 5.00 | 9.13 | NA | 52.76 | 52.76 | 967.05 | |||||||||||||||
CRSB |
Cornerstone Community Bancorp | 28.20 | 1,458 | 41.1 | 31.65 | 13.75 | 28.20 | 0.71 | 93.15 | 44.99 | 4.75 | 4.73 | 23.22 | 23.22 | 360.69 | |||||||||||||||
CFIC |
Cornerstone Financial Corporation | 11.00 | 2,172 | 23.9 | 11.00 | 6.80 | 11.00 | 0.00 | 44.35 | 59.42 | NA | NA | NA | NA | 125.61 | |||||||||||||||
CRZY |
Crazy Woman Creek Bancorp Incorporated | 24.00 | 530 | 12.7 | 25.00 | 15.25 | 24.00 | 0.00 | 60.00 | 25.00 | 3.22 | 3.21 | 27.38 | 27.13 | 296.12 | |||||||||||||||
CYVF |
Crystal Valley Financial Corporation | 63.12 | 1,442 | 91.0 | 64.00 | 45.00 | 63.12 | -0.60 | 34.30 | 20.73 | 8.06 | 7.78 | 60.09 | NA | 492.46 | |||||||||||||||
CSBB |
CSB Bancorp, Inc. | 39.25 | 2,734 | 107.3 | 39.25 | 28.55 | 39.25 | 1.82 | 18.94 | 12.14 | 4.04 | 4.05 | 35.11 | 33.38 | 412.88 | |||||||||||||||
CBMI |
CSB Bancorp Inc. | 195.00 | 118 | 23.1 | 195.00 | 195.00 | 195.00 | 0.00 | -56.67 | 0.00 | 45.74 | 45.59 | 352.94 | 352.94 | 3627.83 | |||||||||||||||
DWNX |
Delhi Bank Corp. | 18.30 | 3,276 | 59.9 | 19.00 | 17.00 | 18.30 | -3.68 | 7.65 | 5.02 | 0.68 | 0.68 | 10.41 | 10.41 | 112.70 | |||||||||||||||
DENI |
Denali Bancorporation, Inc. | 11.10 | 2,863 | 31.8 | 13.49 | 9.00 | 11.10 | 0.82 | 16.84 | -14.62 | 1.09 | 1.09 | 11.43 | 11.43 | 132.91 | |||||||||||||||
DNVB |
Denver Bankshares, Inc. | 245.00 | 76 | 18.6 | 270.00 | 200.00 | 245.00 | 0.00 | -9.26 | 22.50 | NA | NA | NA | NA | 3594.10 | |||||||||||||||
DMNB |
Diamond Bancshares, Inc. | 75.00 | 143 | 10.7 | 75.00 | 75.00 | 75.00 | 0.00 | -2.15 | 0.00 | NA | NA | 95.86 | NA | 953.23 | |||||||||||||||
DIMC |
Dimeco, Inc. | 36.00 | 2,468 | 88.8 | 37.40 | 31.55 | 36.00 | -1.37 | 2.86 | 12.50 | 3.83 | NA | 38.07 | 38.07 | 379.02 | |||||||||||||||
EFIN |
Eastern Michigan Financial Corporation | 31.65 | 1,238 | 39.2 | 31.65 | 25.46 | 31.65 | 1.93 | 19.89 | 15.09 | 3.73 | NA | 35.86 | 35.52 | 405.70 |
ELMA |
Elmer Bancorp, Inc. | 20.30 | 1,150 | 23.3 | 20.35 | 13.90 | 20.30 | 0.00 | 40.97 | 35.33 | 1.25 | NA | 25.13 | NA | 322.99 | |||||||||||||||
EBSH |
Empire Bancshares, Inc. | 21.50 | 662 | 14.2 | 22.00 | 18.40 | 21.50 | 0.00 | 7.50 | 13.16 | NA | NA | NA | NA | 225.60 | |||||||||||||||
EDVR |
Endeavor Bank | 9.28 | 3,372 | 31.3 | 10.25 | 7.20 | 9.28 | 0.00 | 11.81 | 16.15 | 1.05 | 1.05 | 8.86 | 8.86 | 137.54 | |||||||||||||||
EFSG |
Enterprise Financial Services Group, Inc. | 13.40 | 1,135 | 15.2 | 13.40 | 8.50 | 13.40 | 0.00 | 67.50 | 41.05 | NA | NA | NA | NA | 340.81 | |||||||||||||||
ERKH |
Eureka Homestead Bancorp, Inc. | 12.99 | 1,085 | 13.8 | 13.97 | 9.25 | 12.99 | -0.08 | 41.97 | 1.48 | NA | NA | 18.41 | 18.41 | 98.55 | |||||||||||||||
EXSR |
Exchange Bank (Santa Rosa, CA) | 156.00 | 1,714 | 267.4 | 175.00 | 109.75 | 156.00 | 3.65 | 34.48 | 5.41 | 19.67 | NA | 180.24 | 180.24 | 2001.35 | |||||||||||||||
EXCH |
Exchange Bankshares, Inc. | 40.32 | 634 | 25.6 | 43.75 | 33.00 | 40.32 | 0.00 | 6.11 | 12.00 | NA | NA | NA | NA | 508.20 | |||||||||||||||
FMOO |
F&M Bancorp | 79.25 | 316 | 25.0 | 84.00 | 66.00 | 79.25 | 0.00 | 20.08 | 20.08 | 9.78 | NA | 76.54 | 76.54 | 814.84 | |||||||||||||||
FMBN |
Farmers & Merchants Bancshares, Inc. (Burlington, IA) | 35.00 | 268 | 9.3 | 35.00 | 19.75 | 35.00 | 0.00 | 66.67 | 25.00 | 4.44 | NA | 57.87 | 57.87 | 857.07 | |||||||||||||||
FMFG |
Farmers and Merchants Bancshares, Inc. | 22.50 | 3,023 | 68.0 | 29.99 | 12.75 | 22.50 | 0.00 | 68.54 | 69.17 | 1.61 | 2.37 | 18.00 | 15.66 | 234.00 | |||||||||||||||
FABP |
Farmers Bancorp (Frankfort IN) | 45.75 | 2,059 | 94.2 | 47.00 | 34.65 | 45.75 | 0.44 | 24.49 | 22.33 | 5.08 | 5.07 | 41.74 | 41.74 | 368.80 | |||||||||||||||
FBVA |
Farmers Bankshares, Inc. | 18.10 | 3,101 | 56.1 | 20.94 | 12.21 | 18.10 | -4.38 | 43.08 | 35.78 | 2.80 | 2.60 | 21.51 | 18.29 | 190.55 | |||||||||||||||
FBVI |
FCN Banc Corp. | 46.55 | 1,749 | 81.4 | 49.00 | 43.66 | 46.55 | 0.98 | 17.37 | 17.37 | 5.35 | NA | NA | NA | 413.09 | |||||||||||||||
FFDF |
FFD Financial Corporation | 74.00 | 983 | 72.7 | 78.00 | 65.12 | 74.00 | 0.43 | 15.64 | 1.37 | 8.97 | 8.97 | 52.07 | 51.52 | 601.16 | |||||||||||||||
FFWC |
FFW Corporation | 46.00 | 1,141 | 52.5 | 48.00 | 37.00 | 46.00 | -1.08 | 21.85 | 15.72 | 5.67 | 5.60 | 46.40 | 45.34 | 426.26 | |||||||||||||||
FDLB |
Fidelity Federal Bancorp | 90.00 | 1,938 | 174.4 | 90.00 | 90.00 | 90.00 | 0.00 | -10.00 | -10.00 | NA | NA | 10.20 | NA | 100.83 | |||||||||||||||
FNWD |
Finward Bancorp | 41.48 | 3,479 | 144.3 | 46.00 | 30.60 | 41.48 | -1.36 | 33.94 | 14.90 | 4.80 | 4.60 | 44.71 | 40.48 | 460.89 | |||||||||||||||
FBLV |
First Bancorp Inc., Lebanon | 57.00 | 8,291 | 472.6 | NA | NA | 57.00 | 0.00 | 0.00 | 0.00 | 4.26 | NA | 29.18 | 29.04 | 303.42 | |||||||||||||||
FBPI |
First Bancorp of Indiana, Inc. | 21.00 | 1,738 | 36.5 | 22.50 | 15.10 | 21.00 | -4.98 | 33.33 | 21.74 | 2.00 | NA | 23.49 | 19.91 | 277.23 | |||||||||||||||
FIBH |
First Bancshares Inc. (Bellevue, OH) | 41.00 | 538 | 22.0 | 44.00 | 32.50 | 41.00 | 0.74 | 21.05 | 9.33 | 5.79 | NA | 44.39 | 44.39 | 577.06 | |||||||||||||||
FBSI |
First Bancshares, Inc. | 15.00 | 2,591 | 38.9 | 15.90 | 11.25 | 15.00 | 0.00 | 15.38 | 15.30 | 1.69 | 1.67 | NA | NA | 163.37 | |||||||||||||||
FBOO |
First Bank of Ohio | 610.00 | NA | NA | NA | NA | 610.00 | 0.00 | 0.00 | 0.00 | 70.75 | 70.15 | 1342.56 | 1342.56 | NA | |||||||||||||||
FCPB |
First Capital Bancshar es, Inc. |
7.50 | 5,084 | 38.1 | 8.50 | 5.25 | 7.50 | 0.00 | 37.61 | 15.38 | 0.17 | NA | 6.65 | 6.65 | 65.47 | |||||||||||||||
FIZN |
First Citizens Bancshares, Inc. | 73.50 | 3,926 | 279.1 | 73.50 | 50.05 | 73.50 | 0.00 | 38.68 | 33.64 | 6.21 | NA | NA | NA | 540.62 | |||||||||||||||
FCIT |
First Citrus Bancorporation, Inc. | 28.20 | 2,061 | 58.1 | 35.00 | 17.81 | 28.20 | -5.97 | 44.62 | 23.96 | 3.05 | NA | 21.74 | 21.74 | 304.71 | |||||||||||||||
CMRB |
First Commerce Bank | 5.45 | 22,745 | 124.0 | 5.80 | 3.36 | 5.45 | -3.54 | 60.29 | 25.87 | NA | NA | NA | NA | 48.50 | |||||||||||||||
FCCT |
First Community Corporation | 8.10 | 1,651 | 13.4 | 8.10 | 4.52 | 8.10 | 0.00 | 55.77 | 44.64 | 0.60 | 0.60 | 9.88 | 9.88 | 111.10 | |||||||||||||||
FMFP |
First Community Financial Corporation | 18.60 | 2,824 | 52.5 | 23.70 | 16.13 | 18.60 | -11.43 | 0.54 | -14.48 | 1.57 | NA | 19.71 | 19.71 | 224.73 | |||||||||||||||
FFMH |
First Farmers and Merchants Corporation | 34.10 | 4,348 | 148.3 | 37.00 | 26.00 | 34.10 | -3.94 | 23.91 | 6.56 | 3.55 | 3.14 | 37.15 | 35.08 | 432.15 | |||||||||||||||
FGFI |
First Greenwich Financial, Inc. | 12.70 | 2,531 | 32.1 | 13.00 | 10.39 | 12.70 | 0.00 | 14.21 | 20.38 | NA | NA | NA | NA | 180.56 | |||||||||||||||
FIEB |
First IC Corporation | 7.00 | 9,606 | 67.2 | 7.10 | 4.15 | 7.00 | 0.00 | 60.42 | 36.04 | NA | NA | NA | NA | 91.77 | |||||||||||||||
FKYS |
First Keystone Corporation | 24.36 | 5,915 | 144.1 | 32.50 | 18.01 | 24.36 | -2.56 | 29.57 | 18.31 | 2.37 | 2.32 | 24.94 | 21.70 | 221.55 | |||||||||||||||
FMIA |
First Miami Bancorp, Inc. | 1169.95 | 87 | 102.1 | 1200.00 | 900.00 | 1169.95 | 0.00 | 26.89 | 19.38 | NA | NA | 1362.58 | 1362.58 | 10237.12 | |||||||||||||||
FINN |
First National of Nebraska, Inc. | 13500.00 | 268 | 3,623.5 | 13999.00 | 10000.00 | 13500.00 | 0.00 | 39.16 | 15.48 | 1951.49 | NA | 10925.91 | NA | 95187.12 | |||||||||||||||
FNFI |
First Niles Financial, Inc. | 11.00 | 1,333 | 14.7 | 12.75 | 9.50 | 11.00 | 0.00 | 0.46 | 6.90 | NA | NA | NA | NA | 82.27 | |||||||||||||||
FOTB |
First Ottawa Bancshares, Inc. | 85.00 | 853 | 72.5 | 85.00 | 50.10 | 85.00 | 6.25 | 46.55 | 39.34 | 7.68 | NA | NA | NA | NA | |||||||||||||||
FSRL |
First Reliance Bancshares, Inc. | 10.09 | 8,299 | 83.7 | 10.15 | 5.53 | 10.09 | -0.10 | 82.46 | 30.19 | 1.11 | 1.15 | 8.39 | NA | 100.28 | |||||||||||||||
FRFC |
First Robinson Financial Corporation | 50.50 | 540 | 27.2 | 55.00 | 47.00 | 50.50 | -3.81 | -0.10 | 0.98 | 4.68 | 4.68 | 59.53 | 59.53 | 787.81 | |||||||||||||||
FSWA |
First Sound Bank | 5.65 | 3,155 | 17.8 | 5.95 | 4.00 | 5.65 | 9.50 | 33.57 | 17.71 | 0.10 | 0.10 | 4.35 | 4.31 | 52.38 | |||||||||||||||
FSBH |
First Southern Bank | 9.00 | 2,478 | 22.3 | 9.00 | 5.75 | 9.00 | 0.00 | 50.00 | 21.62 | NA | NA | NA | NA | 97.63 | |||||||||||||||
FLEW |
Fleetwood Bank Corporation | 69.26 | 307 | 21.3 | 85.00 | 63.75 | 69.26 | -7.65 | -3.81 | -18.52 | 5.58 | 5.58 | NA | NA | 1063.52 | |||||||||||||||
FBIP |
FNB Bancorp, Inc. | 136.00 | 883 | 120.1 | 139.00 | 111.00 | 136.00 | 0.00 | 20.35 | 11.48 | NA | NA | NA | NA | 1401.70 | |||||||||||||||
FIDS |
FNB, Inc. | 30.00 | 673 | 20.2 | 33.00 | 23.50 | 30.00 | 0.00 | 11.11 | 0.03 | 3.48 | 3.48 | 36.62 | 36.62 | 424.36 | |||||||||||||||
FGFH |
Foresight Financial Group, Inc. | 31.77 | 3,665 | 116.4 | 32.90 | 21.65 | 31.77 | -0.56 | 25.57 | 6.33 | 3.02 | NA | NA | NA | 387.98 | |||||||||||||||
FHLB |
Friendly Hills Bancorp | 10.05 | 2,006 | 20.2 | 11.20 | 7.30 | 10.05 | -1.95 | 37.86 | 21.82 | 0.52 | 0.57 | 10.43 | 10.22 | 111.31 | |||||||||||||||
FXLG |
FS Bancorp | 55.85 | 2,164 | 120.9 | 57.00 | 49.00 | 55.85 | -0.27 | 5.40 | 11.70 | 7.01 | 6.86 | 45.77 | 44.56 | 494.17 | |||||||||||||||
GLNV |
Glenville Bank Holding Company, Inc. | 90.00 | 200 | 18.0 | NA | NA | 90.00 | 0.00 | 0.00 | 0.00 | NA | NA | NA | NA | 3246.18 | |||||||||||||||
GSBX |
Golden State Bancorp | 18.00 | 1,845 | 33.2 | 19.20 | 13.50 | 18.00 | 12.50 | 33.33 | 31.15 | -0.10 | -0.10 | 17.14 | 17.14 | 264.45 | |||||||||||||||
GVYB |
Golden Valley Bancshares, Inc. | 19.00 | 2,241 | 42.6 | 19.50 | 9.80 | 19.00 | 0.26 | 77.57 | 58.33 | NA | NA | 16.46 | 16.46 | 197.64 | |||||||||||||||
GABK |
Grand Bank Corp. | 7900.00 | 11 | 89.7 | 7900.00 | 4975.10 | 7900.00 | 5.33 | 49.06 | 41.08 | NA | NA | NA | NA | 39511.67 | |||||||||||||||
GTPS |
Great American Bancorp, Inc. | 33.40 | 409 | 13.7 | 35.25 | 28.30 | 33.40 | 0.00 | 21.45 | 10.41 | 2.44 | 2.44 | 45.54 | 44.35 | 517.17 | |||||||||||||||
GUAA |
Guaranty Bancorp, Inc. | 40.01 | NA | NA | 40.01 | 40.01 | 40.01 | 45.17 | 45.17 | 45.17 | NA | NA | 50.05 | 50.05 | NA | |||||||||||||||
HMLN |
Hamlin Bank and Trust Company | 278.00 | 373 | 102.4 | 296.50 | 252.00 | 278.00 | 0.00 | -0.71 | -2.46 | NA | NA | 244.90 | 244.90 | 1227.52 | |||||||||||||||
HRBK |
Harbor Bankshares Corporation | 1.90 | 6,512 | 1.9 | 3.95 | 0.65 | 1.90 | 0.00 | 52.00 | 2.70 | NA | NA | NA | NA | 49.57 | |||||||||||||||
HFBK |
Harford Bank | 28.89 | 1,441 | 41.6 | 34.00 | 20.50 | 28.89 | 2.81 | 34.37 | 35.95 | 3.38 | 3.43 | 33.01 | 33.01 | 360.35 | |||||||||||||||
HCBN |
HCB Financial Corp. | 28.00 | 1,037 | 29.0 | 29.00 | 20.25 | 28.00 | 0.00 | 31.76 | 28.38 | 2.82 | NA | 34.09 | 34.09 | 416.65 | |||||||||||||||
HRGG |
Heritage NOLA Bancorp, Inc. | 13.95 | 1,242 | 17.1 | 14.50 | 10.40 | 13.95 | 0.00 | 34.13 | 15.77 | 0.77 | 0.77 | 16.73 | 16.73 | 122.74 | |||||||||||||||
HFBA |
HFB Financial Corporation | 30.50 | 1,181 | 36.0 | 34.00 | 25.50 | 30.50 | 0.00 | 19.61 | 8.93 | NA | NA | NA | NA | 378.11 | |||||||||||||||
HBSI |
Highlands Bankshares, Inc. | 37.50 | 1,337 | 50.1 | 38.00 | 33.45 | 37.50 | 0.00 | 4.17 | 9.11 | 2.50 | 2.48 | 42.15 | 40.98 | 355.67 | |||||||||||||||
HBIA |
Hills Bancorporation | 64.80 | 9,302 | 602.7 | 70.00 | 60.30 | 64.80 | 0.00 | 9.27 | 4.88 | 5.21 | 5.44 | 45.71 | 45.44 | 422.09 | |||||||||||||||
HCKG |
Hocking Valley BancShares, Inc. | 805.00 | 187 | 150.9 | 825.00 | 605.00 | 805.00 | 0.00 | 3.21 | 1.26 | NA | NA | NA | NA | 1692.06 | |||||||||||||||
HWIS |
Home Bancorp Wisconsin, Inc. | 15.75 | 1,245 | 19.6 | 16.25 | 8.92 | 15.75 | 0.00 | 76.17 | 10.53 | 1.84 | 1.84 | 14.13 | 14.13 | 146.85 | |||||||||||||||
HWEN |
Home Financial Bancorp | 10.80 | 1,156 | 12.5 | 11.00 | 9.51 | 10.80 | -0.83 | 10.77 | 9.64 | -0.56 | 0.35 | 7.07 | 7.07 | 64.17 | |||||||||||||||
HLFN |
Home Loan Financial Corporation | 35.00 | 1,400 | 49.0 | 37.46 | 29.05 | 35.00 | 0.00 | 26.13 | 16.63 | 2.74 | 2.74 | 22.94 | 22.94 | 180.49 | |||||||||||||||
HONT |
Honat Bancorp, Inc. | 124.00 | 1,449 | 179.7 | 150.00 | 112.00 | 124.00 | 0.00 | 7.83 | 3.51 | 8.03 | 7.87 | 80.58 | 80.58 | 605.74 | |||||||||||||||
HRRB |
Horizon Bancorp, Inc. (Lake Havasu City, AZ) | 8.50 | 4,132 | 35.1 | 9.49 | 4.63 | 8.50 | 2.29 | 47.83 | 30.97 | 1.20 | NA | 8.61 | 8.61 | 128.89 | |||||||||||||||
HVLM |
Huron Valley Bancorp, Inc. | 18.20 | 868 | 15.8 | 18.25 | 16.25 | 18.20 | 0.00 | 8.33 | 9.24 | 1.75 | NA | 17.94 | 17.94 | 221.46 | |||||||||||||||
IBWC |
IBW Financial Corporation | 33.00 | 597 | 19.7 | 36.00 | 28.00 | 33.00 | 0.00 | 5.60 | -5.71 | NA | NA | 80.95 | 80.45 | 964.63 | |||||||||||||||
IFBH |
IFB Holdings, Inc. | 65.00 | 168 | 10.9 | NA | NA | 65.00 | 0.00 | 0.00 | 0.00 | NA | NA | NA | NA | 496.55 | |||||||||||||||
IOFB |
Iowa First Bancshares Corp. | 35.00 | 1,116 | 39.1 | 35.50 | 24.50 | 35.00 | -1.41 | 34.62 | 29.34 | 1.96 | NA | NA | NA | 470.74 | |||||||||||||||
JBTC |
JBT Bancorp Inc. | 26.70 | 2,434 | 65.0 | 28.00 | 20.00 | 26.70 | 0.75 | 29.93 | 21.92 | 2.83 | NA | 26.46 | 26.46 | 328.72 | |||||||||||||||
JFWV |
Jefferson Security Bank | 109.00 | 276 | 30.1 | 109.00 | 75.00 | 109.00 | 0.00 | 36.25 | 28.24 | 12.03 | 11.97 | 112.61 | 112.61 | 1502.34 | |||||||||||||||
JTNB |
JTNB Bancorp, Inc. | 17.57 | NA | NA | 20.25 | 11.85 | 17.57 | -0.45 | 52.78 | 34.64 | NA | NA | NA | NA | NA | |||||||||||||||
JUVF |
Juniata Valley Financial Corp. | 16.55 | 5,000 | 82.8 | 19.90 | 15.70 | 16.55 | -1.93 | -4.06 | -6.50 | 1.27 | 1.19 | 14.75 | 12.90 | 167.16 | |||||||||||||||
KEFI |
Keweenaw Financial Corporation | 77.25 | 1,159 | 89.6 | 84.00 | 67.01 | 77.25 | 4.25 | 18.85 | 3.00 | 9.19 | 9.29 | 77.65 | NA | 843.84 | |||||||||||||||
KLIB |
Killbuck Bancshares, Inc. | 156.00 | 551 | 86.0 | 200.00 | 137.00 | 156.00 | -0.01 | -15.68 | -13.33 | NA | NA | NA | NA | 1287.15 | |||||||||||||||
KSBI |
KS Bancorp, Inc. | 40.07 | 1,108 | 44.4 | 44.00 | 23.00 | 40.07 | -2.91 | 74.22 | 51.21 | 4.92 | NA | 30.92 | 30.92 | 481.74 | |||||||||||||||
LKSB |
Lakeside Bancshares, Inc. | 11.00 | 2,096 | 23.1 | 12.50 | 10.55 | 11.00 | -2.22 | -15.38 | -12.00 | NA | NA | NA | NA | 170.01 | |||||||||||||||
LWCL |
Lewis & Clark Bancorp | 34.01 | 1,096 | 37.3 | 34.36 | 19.85 | 34.01 | 0.03 | 70.14 | 29.56 | 2.28 | NA | NA | NA | 387.72 | |||||||||||||||
LIBC |
Liberty Bancorp (South San Francisco, CA) | 28.00 | 887 | 24.8 | 28.00 | 20.00 | 28.00 | 0.00 | 22.54 | 25.56 | 0.90 | 0.90 | 25.39 | 25.39 | 325.17 | |||||||||||||||
LBSI |
Liberty Bancshares, Inc. (Ada, OH) | 61.00 | 900 | 54.9 | 66.51 | 51.55 | 61.00 | -7.58 | 16.97 | 18.33 | 5.81 | 5.81 | NA | NA | 490.36 | |||||||||||||||
LNKB |
LINKBANCORP, Inc. | 17.25 | 4,968 | 85.7 | 19.00 | 10.25 | 17.25 | 1.17 | 56.82 | 53.33 | 0.71 | 0.79 | 8.67 | 8.40 | 84.75 | |||||||||||||||
MFBP |
M&F Bancorp, Inc. | 7.60 | 2,031 | 15.4 | 8.05 | 3.01 | 7.60 | 1.33 | 123.53 | 94.87 | 1.06 | NA | 12.10 | 12.10 | 176.38 | |||||||||||||||
MCBK |
Madison County Financial, Inc. | 33.55 | 2,512 | 84.3 | 42.98 | 27.61 | 33.55 | 1.73 | 15.69 | 15.09 | 2.77 | NA | 31.34 | NA | 195.56 | |||||||||||||||
MSWV |
Main Street Financial Services Corp. | 15.50 | 3,413 | 52.9 | 18.50 | 14.75 | 15.50 | -3.13 | -6.06 | -8.82 | NA | NA | NA | NA | 162.44 | |||||||||||||||
MLGF |
Malaga Financial Corporation | 24.99 | 7,718 | 192.9 | 26.00 | 19.52 | 24.99 | 3.01 | 19.16 | 6.34 | 2.49 | 2.49 | NA | NA | 180.49 | |||||||||||||||
MBOF |
Marine Bancorp of Florida, Inc. | 26.88 | 1,366 | 36.7 | 26.88 | 17.50 | 26.88 | 0.00 | 45.38 | 53.60 | 3.92 | NA | NA | NA | 357.36 | |||||||||||||||
MCHT |
Mauch Chunk Trust Financial Corp. | 12.40 | 3,347 | 41.5 | 13.75 | 11.10 | 12.40 | 0.00 | -8.49 | 3.68 | 1.09 | 0.67 | 12.87 | 12.87 | 160.89 |
MBKL |
MBT Bancshares, Inc. | 24.30 | 2,044 | 49.7 | 26.00 | 20.85 | 24.30 | 0.00 | 15.99 | 14.89 | 1.99 | 1.98 | 21.41 | 21.41 | 258.58 | |||||||||||||||
MCHN |
Mchenry Bancorp, Inc. | 0.09 | 232,929 | 19.8 | 0.09 | 0.07 | 0.09 | 0.00 | 0.00 | 19.72 | NA | NA | NA | NA | 1.18 | |||||||||||||||
MKIN |
MCNB Banks, Inc. | 21.05 | 1,106 | 22.7 | 30.00 | 18.80 | 21.05 | 0.00 | 10.79 | 10.79 | NA | NA | 34.70 | 34.70 | 300.57 | |||||||||||||||
MCHB |
Mechanics Bank | 30000.00 | 64 | 1,926.5 | 31000.00 | 18325.00 | 30000.00 | -3.23 | 51.90 | 41.18 | 1836.14 | 2144.94 | 38337.68 | 23507.24 | 295005.57 | |||||||||||||||
MFGI |
Merchants Financial Group, Inc. | 73.00 | 2,636 | 192.4 | 74.99 | 53.55 | 73.00 | 0.90 | 34.56 | 13.62 | 11.45 | NA | 82.94 | 69.16 | 1026.42 | |||||||||||||||
MDVT |
Middlebury National Corporation | 43.50 | 863 | 37.5 | 46.20 | 34.00 | 43.50 | -1.14 | 15.23 | 11.25 | 5.49 | NA | 49.65 | 49.65 | 604.81 | |||||||||||||||
MCPH |
Midland Capital Holdings Corp. | 12.00 | 373 | 4.5 | 13.45 | 11.01 | 12.00 | -4.38 | -1.64 | -0.08 | -2.14 | -2.14 | 27.28 | 27.28 | 341.72 | |||||||||||||||
MIFF |
Mifflinburg Bancorp, Inc. | 30.05 | 1,872 | 56.3 | 38.00 | 28.00 | 30.05 | -6.82 | 3.62 | -14.14 | 3.05 | NA | 29.00 | 29.00 | 289.09 | |||||||||||||||
MSBC |
Mission Bancorp | 82.65 | 2,156 | 178.2 | 89.25 | 53.10 | 82.65 | 1.59 | 27.15 | 29.91 | NA | NA | 51.39 | 51.33 | 667.05 | |||||||||||||||
MPCB |
Mountain Pacific Bancorp, Inc. | 7.25 | 6,580 | 47.7 | 13.00 | 6.25 | 7.25 | -6.45 | 16.00 | 16.00 | NA | NA | 6.42 | 6.42 | 81.21 | |||||||||||||||
MPHX |
MPB BHC, INC. | 17.50 | 3,483 | NA | 19.00 | 9.75 | 17.50 | 0.00 | 70.73 | 52.31 | 1.64 | 1.64 | 11.33 | NA | 113.53 | |||||||||||||||
NACB |
National Capital Bancorp Inc. | 200.00 | 286 | 57.3 | 200.00 | 140.00 | 200.00 | 8.11 | 21.40 | 22.70 | 14.58 | NA | 189.40 | 189.40 | 2278.63 | |||||||||||||||
NCXS |
NBC Bancorp, Inc. | 51.00 | 473 | 24.1 | 51.00 | 36.51 | 51.00 | 0.00 | 52.24 | 21.43 | NA | NA | NA | NA | 806.11 | |||||||||||||||
NEFB |
Neffs Bancorp, Inc. | 586.00 | 160 | 93.6 | 715.00 | 415.00 | 586.00 | 0.00 | 41.89 | 31.69 | NA | NA | NA | NA | 2761.53 | |||||||||||||||
NWPP |
New Peoples Bankshares, Inc. | 2.15 | 23,922 | 51.4 | 2.33 | 1.55 | 2.15 | -0.92 | 29.52 | 7.50 | 0.26 | 0.26 | 2.55 | 2.55 | 33.34 | |||||||||||||||
NTBP |
New Tripoli Bancorp, Inc. | 1535.00 | 63 | 97.2 | 1535.00 | 1417.00 | 1535.00 | 0.99 | 8.48 | 8.10 | NA | NA | NA | NA | 8634.41 | |||||||||||||||
NMBF |
Nmb Financial Corp | 6.00 | NA | NA | 8.00 | 4.45 | 6.00 | -25.00 | 31.87 | 31.87 | NA | NA | NA | NA | NA | |||||||||||||||
NODB |
North Dallas Bank & Trust Co. | 77.50 | 2,569 | 199.1 | 83.50 | 57.51 | 77.50 | -0.01 | 34.76 | -0.64 | 3.12 | NA | NA | NA | 583.88 | |||||||||||||||
NRLB |
Northern California Bancorp, Inc. | 3.50 | 3,564 | 12.5 | 3.55 | 1.58 | 3.50 | 11.11 | 82.29 | 121.52 | NA | NA | 4.29 | NA | 57.79 | |||||||||||||||
NCNB |
Northern California National Bank | 32.10 | NA | NA | 33.98 | 17.30 | 32.10 | 0.00 | 83.43 | 60.50 | NA | NA | NA | NA | NA | |||||||||||||||
NUBC |
Northumberland Bancorp | 38.50 | 1,328 | 51.1 | 48.00 | 26.90 | 38.50 | 0.52 | 35.09 | 28.98 | 3.53 | 3.37 | 46.11 | 46.11 | 475.19 | |||||||||||||||
BKOR |
Oak Ridge Financial Services, Inc. | 17.67 | 2,673 | 47.2 | 17.75 | 11.05 | 17.67 | 0.00 | 55.68 | 32.86 | 2.13 | 2.15 | 17.93 | 17.93 | 213.03 | |||||||||||||||
OAKV |
Oak View National Bank | 8.55 | 2,956 | 25.3 | 9.45 | 5.50 | 8.55 | 0.00 | 48.95 | 16.33 | 0.73 | 0.87 | 9.29 | 9.29 | 106.13 | |||||||||||||||
OCNB |
Oconomowoc Bancshares, Inc. | 440.00 | 335 | 147.4 | 520.00 | 240.00 | 440.00 | 0.00 | 83.33 | 83.33 | NA | NA | NA | NA | 4321.01 | |||||||||||||||
ORBN |
Oregon Bancorp, Inc. | 42.00 | 2,414 | 98.3 | 57.00 | 30.06 | 42.00 | -1.18 | 29.27 | -13.85 | NA | NA | 28.22 | 28.22 | 156.00 | |||||||||||||||
ORPB |
Oregon Pacific Bancorp | 6.99 | 7,042 | 49.2 | 7.35 | 3.90 | 6.99 | -0.14 | 76.96 | 34.42 | 0.96 | 0.96 | 6.57 | 6.57 | 94.24 | |||||||||||||||
OXBC |
Oxford Bank Corporation | 30.25 | 2,275 | 68.8 | 32.00 | 18.85 | 30.25 | -0.33 | 59.21 | 17.48 | 4.46 | NA | NA | NA | 318.12 | |||||||||||||||
PFBN |
Pacific Alliance Bank | 9.00 | 3,138 | 28.2 | 9.00 | 6.10 | 9.00 | 0.00 | 25.87 | 40.19 | 0.97 | 0.78 | 13.53 | 13.53 | 111.02 | |||||||||||||||
PEBN |
Pacific Enterprise Bancorp | 22.49 | 2,996 | 67.4 | 22.50 | 10.50 | 22.49 | 1.31 | 87.42 | 45.10 | 1.74 | 1.74 | 20.37 | NA | 215.95 | |||||||||||||||
PVBK |
Pacific Valley Bank | 10.60 | 3,994 | 42.3 | 12.50 | 6.20 | 10.60 | 0.00 | 67.72 | 35.03 | 1.05 | 1.05 | 10.38 | 10.38 | 119.49 | |||||||||||||||
PWBO |
Pacific West Bank | 15.75 | 2,658 | 41.9 | 18.00 | 9.56 | 15.75 | 0.00 | 51.88 | 44.23 | 0.25 | 0.25 | 12.92 | NA | 106.84 | |||||||||||||||
PGNN |
Paragon Financial Solutions, Inc. | 10.25 | 4,347 | 44.6 | 11.00 | 7.87 | 10.25 | -2.38 | 26.23 | 17.14 | 0.74 | 0.73 | 11.40 | 11.32 | 110.23 | |||||||||||||||
PBKX |
Partners Bank of California | 10.10 | 4,302 | 43.5 | 16.00 | 8.76 | 10.10 | 0.00 | 9.07 | 1.00 | NA | NA | NA | NA | 100.15 | |||||||||||||||
IDFB |
Peak Bancorp Inc. | 8.31 | 2,118 | 17.6 | 8.85 | 5.66 | 8.31 | -1.07 | 43.28 | 31.90 | NA | NA | 7.48 | 7.48 | 322.83 | |||||||||||||||
PEBA |
Penn Bancshares, Inc. | 24.25 | NA | NA | 44.50 | 24.00 | 24.25 | 0.00 | 15.48 | 0.00 | NA | NA | NA | NA | NA | |||||||||||||||
PPBB |
Peoples Bancorp | 232.00 | NA | NA | 242.00 | 140.00 | 232.00 | -4.13 | 28.90 | 46.10 | NA | NA | NA | NA | NA | |||||||||||||||
PEBC |
Peoples Bancorp, Inc. | 31.35 | 729 | 22.9 | 35.00 | 24.60 | 31.35 | 0.10 | 20.58 | 21.51 | 2.42 | 2.66 | 41.32 | 36.44 | 426.31 | |||||||||||||||
PBCO |
Peoples Bank of Commerce | 16.50 | 4,803 | 77.5 | 17.00 | 10.25 | 16.50 | -2.08 | 51.38 | 31.47 | 2.37 | NA | 15.63 | NA | 167.81 | |||||||||||||||
PPLL |
Peoples Ltd. | 71.00 | 701 | 49.7 | 73.75 | 57.62 | 71.00 | 0.35 | 11.27 | 14.52 | 9.07 | NA | NA | NA | 660.20 | |||||||||||||||
PPAL |
Peoples Trust Company of St. Albans | 69.00 | 573 | 39.5 | 104.95 | 57.50 | 69.00 | 2.40 | 20.00 | -1.43 | NA | NA | NA | NA | 644.64 | |||||||||||||||
PPSF |
Peoples-Sidney Financial Corporation | 9.60 | 1,175 | 11.3 | 10.00 | 8.30 | 9.60 | 0.00 | 11.63 | 6.67 | NA | NA | NA | NA | 108.45 | |||||||||||||||
PCLB |
Pinnacle Bancshares, Inc. | 33.85 | 971 | 32.9 | 34.10 | 27.33 | 33.85 | 0.00 | 19.19 | 15.33 | 3.58 | 3.58 | 35.28 | 34.97 | 331.45 | |||||||||||||||
PBKC |
Pioneer Bankcorp, Inc. | 36.25 | 1,145 | 41.5 | 38.00 | 32.00 | 36.25 | 0.00 | 13.28 | 10.86 | 4.29 | NA | 38.08 | 38.08 | 500.58 | |||||||||||||||
PNBI |
Pioneer Bankshares, Inc. | 28.55 | 990 | 28.3 | 31.99 | 22.00 | 28.55 | 1.96 | 18.96 | 24.13 | 3.38 | NA | 31.93 | 31.57 | 288.39 | |||||||||||||||
PONT |
Pontiac Bancorp, Inc. | 467.50 | NA | NA | 467.50 | 450.00 | 467.50 | 0.00 | 8.72 | 3.89 | NA | NA | NA | NA | NA | |||||||||||||||
PTBS |
Potomac Bancshares, Inc. | 16.60 | 4,134 | 68.6 | 17.00 | 9.66 | 16.60 | -2.35 | 68.02 | 34.85 | 1.40 | NA | 13.76 | 13.76 | 162.56 | |||||||||||||||
PRMY |
Primary Bank | 19.00 | 4,392 | 83.4 | 20.20 | 14.75 | 19.00 | 0.00 | -2.81 | 15.15 | NA | NA | NA | NA | 144.63 | |||||||||||||||
QNBC |
QNB Corp. | 36.70 | 3,556 | 130.5 | 39.17 | 26.00 | 36.70 | -0.14 | 28.77 | 14.51 | 4.75 | 3.71 | 38.58 | 38.58 | 443.07 | |||||||||||||||
QRRY |
Quarry City Savings & Loan Association | 15.03 | 408 | 6.1 | 15.50 | 11.58 | 15.03 | -3.03 | 28.24 | 15.62 | 0.61 | 0.61 | 23.42 | 23.42 | 177.64 | |||||||||||||||
RBAZ |
RBAZ Bancorp, Inc. | 9.15 | 1,806 | 16.5 | 9.89 | 6.55 | 9.15 | 6.40 | 30.71 | 27.97 | 0.91 | 0.91 | 13.07 | 13.07 | 127.88 | |||||||||||||||
RWCB |
Redwood Capital Bancorp | 20.06 | 1,958 | 39.3 | 23.67 | 11.81 | 20.06 | -0.74 | 69.71 | 33.73 | 2.73 | 2.73 | 18.82 | 18.82 | 279.08 | |||||||||||||||
REDW |
Redwood Financial, Inc. | 120.50 | 403 | 48.6 | 143.00 | 115.30 | 120.50 | 0.00 | -19.67 | 0.00 | NA | NA | NA | NA | 1166.34 | |||||||||||||||
RCBC |
River City Bank | 260.01 | 1,475 | 383.5 | 275.00 | 150.00 | 260.01 | 0.00 | 72.18 | 59.52 | 28.01 | 26.19 | NA | NA | 2277.46 | |||||||||||||||
RVRF |
River Financial Corporation | 29.00 | 6,543 | 189.7 | 44.99 | 17.55 | 29.00 | 0.00 | 64.77 | 38.10 | 3.43 | 3.52 | 26.32 | 21.53 | 340.25 | |||||||||||||||
RVCB |
River Valley Community Bancorp | 24.25 | 2,423 | 58.8 | 27.00 | 17.50 | 24.25 | 0.00 | 35.55 | 13.05 | 2.15 | NA | 20.03 | 20.03 | 207.71 | |||||||||||||||
SBBI |
S.B.C.P. Bancorp, Inc. | 95.00 | 1,082 | 102.8 | 105.00 | 64.25 | 95.00 | 0.00 | 50.79 | 47.86 | 13.14 | NA | 113.31 | 95.97 | 1490.49 | |||||||||||||||
SVVB |
Savi Financial Corporation, Inc. | 10.62 | 3,439 | 36.5 | 13.00 | 7.11 | 10.62 | 0.00 | 41.60 | 32.75 | 0.67 | NA | 10.63 | NA | 136.40 | |||||||||||||||
SCYT |
Security Bancorp, Inc. | 66.25 | 371 | 24.6 | 105.00 | 51.50 | 66.25 | 0.38 | 27.40 | 27.40 | 6.65 | NA | NA | NA | 765.99 | |||||||||||||||
SFDL |
Security Federal Corporation | 31.69 | 3,253 | 103.1 | 37.00 | 21.62 | 31.69 | -0.97 | 37.48 | 23.07 | 3.10 | 2.98 | 35.43 | 35.06 | 368.95 | |||||||||||||||
SNLC |
Security National Corporation | 125.36 | NA | NA | 175.00 | 105.05 | 125.36 | -2.82 | 20.54 | 4.68 | 7.97 | 7.98 | 88.34 | 87.04 | NA | |||||||||||||||
SFSA |
Sidney Federal Savings and Loan Association | 6.01 | 132 | 0.8 | 10.00 | 6.01 | 6.01 | 0.00 | -33.22 | -33.22 | NA | NA | 8.90 | 8.90 | 148.48 | |||||||||||||||
SGBG |
Signature Bank of Georgia | 1.34 | 28,073 | 37.6 | 4.00 | 0.86 | 1.34 | 7.20 | 41.05 | 41.05 | NA | NA | NA | NA | 6.92 | |||||||||||||||
SLRK |
Solera National Bancorp, Inc. | 11.60 | 4,300 | 49.9 | 13.95 | 9.26 | 11.60 | -2.77 | 22.75 | 5.45 | NA | NA | 12.60 | 12.60 | 123.72 | |||||||||||||||
SOBS |
Solvay Bank Corp. | 40.13 | 2,300 | 92.3 | 42.20 | 30.28 | 40.13 | -4.45 | 9.95 | 14.66 | NA | NA | NA | NA | 480.67 | |||||||||||||||
SOME |
Somerset Trust Holding Company | 41.64 | 2,503 | 104.2 | 65.00 | 32.56 | 41.64 | -0.86 | 15.70 | 3.45 | 5.37 | 5.27 | NA | NA | 710.22 | |||||||||||||||
SEBC |
Southeastern Banking Corporation | 21.80 | 3,151 | 68.7 | 22.00 | 16.56 | 21.80 | 0.00 | 28.61 | 21.11 | 2.28 | 2.27 | 21.47 | 21.47 | 187.95 | |||||||||||||||
SBNC |
Southern BancShares (N.C.), Inc. | 5100.00 | 80 | 408.4 | 5250.00 | 3349.75 | 5100.00 | -0.97 | 59.42 | 30.78 | 1571.17 | 482.50 | 5340.24 | 5006.22 | 51187.45 | |||||||||||||||
BCAL |
Southern California Bancorp | 14.25 | 13,509 | 192.5 | 15.25 | 8.35 | 14.25 | 0.00 | 59.22 | 11.76 | 0.29 | 0.86 | 12.85 | 11.26 | 131.62 | |||||||||||||||
SCBS |
Southern Community Bancshares, Inc. | 13.51 | 485 | 6.6 | 20.00 | 9.08 | 13.51 | 0.00 | 50.11 | 32.45 | NA | NA | NA | NA | 258.14 | |||||||||||||||
SOMC |
Southern Michigan Bancorp, Inc. | 19.95 | 4,503 | 89.8 | 21.50 | 9.50 | 19.95 | 2.31 | 38.78 | 17.35 | 2.22 | 2.22 | 20.90 | 17.91 | 249.57 | |||||||||||||||
SOUB |
SouthPoint Bancshares, Inc. | 32.25 | 2,020 | 65.2 | 33.99 | 17.25 | 32.25 | -5.12 | 86.96 | 51.05 | NA | NA | NA | NA | 325.10 | |||||||||||||||
SFIG.A |
STAR Financial Group, Inc. | 73.00 | 3,437 | 250.9 | 73.10 | 60.75 | 73.00 | 0.00 | 17.67 | 17.74 | NA | NA | NA | NA | 805.22 | |||||||||||||||
STBK |
Studio Bank | 10.85 | 46,000 | 499.1 | 11.58 | 9.60 | 10.85 | -0.82 | -1.36 | 8.50 | NA | NA | NA | NA | 9.12 | |||||||||||||||
SMAL |
Summit Bancshares, Inc. | 38.00 | 1,194 | 45.4 | 38.00 | 23.85 | 38.00 | 0.00 | 55.10 | 33.33 | 2.29 | 2.29 | 31.28 | 31.28 | 279.28 | |||||||||||||||
SBKO |
Summit Bank Group, Inc. | 15.25 | 7,604 | 116.0 | 15.68 | 8.05 | 15.25 | -1.29 | 76.50 | 61.55 | 1.39 | 1.39 | 9.01 | 9.01 | 106.69 | |||||||||||||||
SRYB |
Surrey Bancorp | 15.00 | 4,171 | 61.3 | 15.50 | 11.00 | 15.00 | 0.00 | 36.12 | 29.09 | 1.35 | 1.19 | 12.20 | NA | 110.73 | |||||||||||||||
SQCF |
Susquehanna Community Financial, Inc. | 19.00 | 2,866 | 54.5 | 19.95 | 16.70 | 19.00 | -3.31 | 11.44 | 8.57 | 1.91 | 1.91 | NA | NA | 180.19 | |||||||||||||||
TVLF |
Tennessee Valley Financial Holdings, Inc. | 7.25 | 1,842 | 13.4 | 7.95 | 4.36 | 7.25 | -2.68 | 45.00 | 50.73 | NA | NA | NA | NA | 144.58 | |||||||||||||||
ADKT |
The Adirondack Trust Company | 1850.00 | 77 | 142.2 | 2000.25 | 1700.00 | 1850.00 | -7.50 | 12.80 | 1.37 | NA | NA | NA | NA | 20080.13 | |||||||||||||||
BAOB |
The Baraboo Bancorporation, Inc. | 4.10 | 3,330 | 13.7 | 4.14 | 2.51 | 4.10 | 2.50 | 54.72 | 36.67 | NA | NA | NA | NA | 149.68 | |||||||||||||||
FAHE |
The Fahey Banking Company | 1815.00 | NA | NA | NA | NA | 1815.00 | 0.00 | 0.00 | 0.00 | NA | NA | NA | NA | NA | |||||||||||||||
FSDK |
The First Citizens National Bank of Upper Sandusky | 98.95 | 321 | 31.7 | 98.95 | 66.00 | 98.95 | 0.00 | 49.92 | 28.51 | 3.59 | 3.54 | 129.20 | 128.57 | 1079.16 | |||||||||||||||
FIGR |
The First National Bank of Groton | 499.99 | 60 | 30.0 | 500.00 | 375.00 | 499.99 | 0.00 | 0.00 | 11.11 | 35.40 | 35.40 | 487.57 | 487.57 | 3460.07 | |||||||||||||||
SRNN |
The Southern Banc Company, Inc. | 8.31 | 761 | 6.3 | 10.18 | 6.35 | 8.31 | 0.12 | 39.66 | 17.87 | 0.63 | 0.63 | 15.45 | 15.45 | 147.77 | |||||||||||||||
TDCB |
Third Century Bancorp | 16.27 | 1,184 | 19.3 | 16.27 | 10.11 | 16.27 | 1.75 | 51.35 | 8.47 | 1.49 | NA | 17.83 | 17.83 | 194.67 | |||||||||||||||
THVB |
Thomasville Bancshares, Inc. | 67.25 | 6,033 | 405.7 | 74.00 | 46.00 | 67.25 | -1.10 | 44.62 | 31.86 | NA | NA | NA | NA | 208.01 | |||||||||||||||
TMAK |
Touchmark Bancshares, Inc. | 9.20 | 4,476 | 41.2 | 11.49 | 5.80 | 9.20 | 0.00 | 55.93 | 26.03 | 1.57 | NA | 13.52 | NA | 92.33 | |||||||||||||||
TSBA |
Touchstone Bankshares Inc. | 11.75 | 3,337 | 39.2 | 12.70 | 8.50 | 11.75 | -2.00 | 34.13 | 25.00 | 1.03 | 1.08 | 15.37 | 15.08 | 168.99 |
TWCF |
Town and Country Financial Corporation | 26.00 | 2,844 | 74.0 | 26.99 | 18.00 | 26.00 | 0.00 | 31.65 | 26.83 | 3.74 | NA | 28.47 | NA | 308.20 | |||||||||||||||
TRBK |
Traditions Bancorp, Inc. | 21.33 | 3,137 | 66.9 | 24.74 | 13.20 | 21.33 | -2.16 | 43.64 | 20.17 | 2.96 | 3.32 | 21.70 | 21.70 | 224.98 | |||||||||||||||
TRCY |
Tri City Bankshares Corporation | 22.40 | 8,905 | 199.5 | 24.75 | 14.80 | 22.40 | 0.67 | 45.17 | 28.00 | 1.63 | NA | 21.38 | 21.38 | 218.81 | |||||||||||||||
TBBC |
Triad Business Bank | 10.52 | 6,603 | 69.5 | 15.00 | 9.20 | 10.52 | 1.64 | 0.19 | 5.73 | -0.52 | -0.55 | 8.66 | 8.66 | 40.36 | |||||||||||||||
TYBT |
Trinity Bank, N.A. | 73.50 | 1,087 | 79.9 | 75.00 | 61.31 | 73.50 | 0.00 | 5.00 | 14.84 | 4.62 | 4.62 | 39.47 | 39.47 | 358.54 | |||||||||||||||
TRUX |
Truxton Corporation | 61.50 | 2,879 | 177.1 | 61.50 | 43.50 | 61.50 | 0.02 | 30.16 | 36.82 | 4.39 | 4.39 | 27.35 | 27.35 | 285.05 | |||||||||||||||
UNPA |
UNB Corp. | 132.50 | 57 | 7.6 | 175.00 | 112.05 | 132.50 | 0.00 | 12.18 | 6.00 | 8.61 | 6.15 | 252.30 | 252.30 | 2839.10 | |||||||||||||||
UFCP |
Union Financial Corporation | 5.05 | 2,719 | 13.7 | 5.10 | 3.25 | 5.05 | 0.00 | -49.50 | 18.82 | 0.62 | NA | 6.62 | 6.32 | 113.23 | |||||||||||||||
UNBK |
United National Bank | 30.01 | 805 | 24.2 | 32.00 | 22.50 | 30.01 | 0.00 | 20.04 | 0.03 | NA | NA | NA | NA | 331.80 | |||||||||||||||
USMT |
US Metro Bancorp, Inc. | 4.20 | 16,230 | 68.2 | 4.20 | 2.00 | 4.20 | 2.44 | 108.96 | 45.33 | NA | NA | 4.26 | NA | 53.69 | |||||||||||||||
VERF |
Versailles Financial Corporation | 28.00 | 335 | 9.4 | 28.00 | 21.00 | 28.00 | 0.00 | 29.93 | 16.67 | 0.48 | 0.48 | 34.31 | 34.31 | 192.19 | |||||||||||||||
WTBF.B |
W.T.B. Financial Corporation | 390.00 | 2,556 | 996.8 | 410.00 | 273.60 | 390.00 | -0.51 | 41.82 | 16.77 | 32.43 | NA | 315.29 | 315.29 | 4022.49 | |||||||||||||||
WBZB |
Washington Business Bank | 18.30 | 701 | 12.8 | 18.30 | 14.25 | 18.30 | 0.00 | 28.42 | 19.61 | NA | NA | NA | NA | NA | |||||||||||||||
WCFB |
WCF Bancorp, Inc. | 8.15 | 1,951 | 15.9 | 9.50 | 6.35 | 8.15 | 1.88 | 22.37 | 18.98 | NA | NA | 12.10 | NA | 72.11 | |||||||||||||||
WSSH |
West Shore Bank Corp. | 28.25 | 1,314 | 37.1 | 33.65 | 20.75 | 28.25 | 0.00 | 17.71 | -5.68 | NA | NA | NA | NA | 450.43 | |||||||||||||||
WDFN |
Woodlands Financial Services Company | 30.40 | 1,391 | 42.3 |
34.90 |
24.50 | 30.40 | 0.93 | 21.65 | 10.95 | 3.47 | 3.45 | 33.72 | 33.72 | 387.75 | |||||||||||||||
WOBK |
Woodsboro Bank | 44.50 | NA | NA | 48.00 | 41.26 | 44.50 | -1.11 | -19.09 | 7.85 | NA | NA | NA | NA | NA | |||||||||||||||
BCTF |
Bancorp 34, Inc. | 12.41 | 2,797 | 32.5 | 12.75 | 9.45 | 12.41 | 0.00 | 21.11 | 7.08 | 1.15 | NA | NA | NA | 174.83 | |||||||||||||||
BERK |
Berkshire Bancorp Inc. | 11.00 | 14,416 | 158.6 | 11.72 | 8.13 | 11.00 | 1.48 | 28.35 | 10.00 | 0.08 | 0.08 | 11.51 | 11.51 | 49.65 | |||||||||||||||
CIBH |
CIB Marine Bancshares, Inc. | 29.25 | 1,345 | 39.4 | 29.90 | 14.65 | 29.25 | -2.17 | 89.30 | 85.13 | 4.22 | 4.24 | 54.28 | NA | 560.20 | |||||||||||||||
CMUV |
CMUV Bancorp | 12.00 | 2,296 | 27.5 | 12.00 | 7.52 | 12.00 | 0.00 | 47.24 | 28.89 | 1.62 | 1.68 | NA | NA | 120.23 | |||||||||||||||
CHBH |
Croghan Bancshares, Inc. | 64.00 | 2,216 | 141.8 | 69.00 | 43.50 | 64.00 | 1.99 | 41.72 | 23.08 | 6.79 | NA | 62.27 | NA | 492.85 | |||||||||||||||
EFBI |
Eagle Financial Bancorp, Inc. | 18.55 | 1,416 | 26.3 | 18.60 | 16.01 | 18.55 | -0.27 | 14.86 | 12.70 | 1.39 | 1.39 | NA | NA | 118.22 | |||||||||||||||
FMBL |
Farmers & Merchants Bank of Long Beach | 8249.99 | 126 | 1,038.7 | 8283.75 | 5995.00 | 8249.99 | 1.18 | 34.15 | 24.53 | 757.13 | 757.13 | 9448.57 | 9448.57 | 84859.47 | |||||||||||||||
FBTT |
First Bankers Trustshares, Inc. | 31.25 | 3,094 | 96.7 | 32.25 | 24.00 | 31.25 | -0.32 | 20.89 | 12.61 | 2.35 | 2.34 | 34.53 | 33.53 | 382.23 | |||||||||||||||
FNRN |
First Northern Community Bancorp | 10.85 | 13,601 | 147.6 | 11.75 | 7.38 | 10.85 | -1.90 | 44.39 | 12.80 | 0.98 | 0.97 | 11.21 | 11.21 | 134.89 | |||||||||||||||
INFT |
Infinity Bank (Santa Ana, CA) | 8.86 | 3,319 | 29.4 | 9.50 | 7.90 | 8.86 | -0.45 | -3.70 | -3.70 | 0.19 | 0.19 | 7.98 | 7.98 | 61.55 | |||||||||||||||
JFBC |
Jeffersonville Bancorp | 20.50 | 4,235 | 86.8 | 22.00 | 14.15 | 20.50 | 1.99 | 36.76 | 20.24 | 1.30 | NA | 18.12 | 18.12 | 160.65 | |||||||||||||||
JMSB |
John Marshall Bancorp, Inc. | 18.40 | 12,629 | 232.4 | 18.80 | 10.55 | 18.40 | 2.22 | 68.04 | 28.67 | 1.50 | 1.49 | 14.32 | 14.32 | 163.59 | |||||||||||||||
LFGP |
Ledyard Financial Group, Inc. | 25.50 | 3,355 | 85.6 | 27.25 | 16.01 | 25.50 | -4.67 | 49.56 | 34.28 | 2.26 | 2.01 | 21.09 | 21.09 | 212.93 | |||||||||||||||
LOGN |
Logansport Financial Corp. | 47.25 | 607 | 28.7 | 51.99 | 32.88 | 47.25 | -5.50 | 33.10 | 0.53 | 6.57 | 5.58 | 45.82 | 45.82 | 400.67 | |||||||||||||||
MNBO |
MNB Holdings Corporation | 34.10 | 458 | 15.6 | 47.00 | 34.10 | 34.10 | -1.45 | -28.96 | -20.70 | NA | NA | NA | NA | 485.95 | |||||||||||||||
MYBF |
Muncy Bank Financial, Inc. | 39.15 | 1,608 | 63.0 | 40.95 | 33.33 | 39.15 | -0.13 | 8.89 | 11.10 | 4.73 | 4.33 | 35.71 | 35.71 | 349.86 | |||||||||||||||
NIDB |
Northeast Indiana Bancorp, Inc. | 43.25 | 1,203 | 52.0 | 48.00 | 31.25 | 43.25 | -2.81 | 34.11 | 8.13 | 5.78 | NA | 39.78 | 39.67 | 340.77 | |||||||||||||||
NWYF |
Northway Financial, Inc. | 32.00 | 2,752 | 88.1 | 32.97 | 21.70 | 32.00 | 0.31 | 40.66 | 14.29 | 3.08 | 1.58 | 35.89 | 32.28 | 439.36 | |||||||||||||||
PBNK |
Pinnacle Bank | 13.40 | 5,349 | 71.7 | 13.94 | 6.95 | 13.40 | 0.00 | 82.31 | 55.45 | 1.17 | NA | 11.60 | NA | 130.10 | |||||||||||||||
QNTO |
Quaint Oak Bancorp, Inc. | 18.00 | 2,004 | 35.6 | 18.50 | 10.81 | 18.00 | 0.00 | 64.84 | 22.03 | 2.25 | 2.19 | 15.51 | 13.84 | 262.93 | |||||||||||||||
SUGR |
Sugar Creek Financial Corp. | 13.10 | 788 | 10.3 | 13.95 | 6.60 | 13.10 | 14.81 | 64.78 | 38.62 | NA | NA | NA | NA | 118.76 | |||||||||||||||
FBPA |
The Farmers Bank of Appomattox | 30.00 | 1,084 | 32.5 | 50.00 | 24.50 | 30.00 | -24.72 | 11.32 | 20.00 | 2.50 | 2.45 | 32.43 | 32.43 | 263.14 | |||||||||||||||
UNTN |
United Tennessee Bankshares, Inc. | 24.25 | 747 | 18.1 | 25.00 | 17.65 | 24.25 | 0.00 | 38.57 | 24.17 | 1.66 | NA | 31.29 | 31.29 | 336.90 | |||||||||||||||
UNIB |
University Bancorp, Inc. | 15.40 | 4,770 | 73.5 | 16.45 | 8.45 | 15.40 | -1.97 | 77.01 | 22.61 | NA | NA | NA | NA | 138.07 | |||||||||||||||
FISB |
1st Capital Bancorp | 13.74 | 5,582 | 76.7 | 14.35 | 8.56 | 13.74 | 1.78 | 51.82 | 16.44 | 1.06 | 1.06 | 13.85 | 13.85 | 170.32 | |||||||||||||||
ALPI.B |
Alpine Banks of Colorado | 38.05 | 15,437 | 286.5 | 44.00 | 23.67 | 38.05 | -7.76 | 50.79 | 37.12 | 7.56 | 7.54 | 52.57 | 50.25 | 375.21 | |||||||||||||||
AMBZ |
American Business Bank | 36.85 | 8,800 | 324.3 | 42.50 | 20.55 | 36.85 | -1.52 | 72.49 | 27.35 | 3.91 | 4.09 | 29.84 | 29.83 | 424.13 | |||||||||||||||
ARBV |
American Riviera Bank | 19.25 | 5,134 | 96.1 | 20.00 | 11.20 | 19.25 | -3.75 | 55.24 | 16.67 | 2.12 | 2.13 | 17.69 | 16.69 | 224.04 | |||||||||||||||
BOID |
Bank of Idaho Holding Company | 26.75 | 2,577 | 68.9 | 28.75 | 17.82 | 26.75 | -4.46 | 50.28 | 37.82 | 2.29 | 2.33 | 23.30 | 23.30 | 256.50 | |||||||||||||||
BSFO |
Bank of San Francisco | 26.40 | 2,056 | 54.3 | 27.00 | 19.35 | 26.40 | 0.19 | 34.35 | 20.05 | 3.62 | 3.62 | 24.58 | NA | 319.23 | |||||||||||||||
BFCC |
BankFirst Capital Corporation | 29.50 | 5,279 | 155.7 | 29.50 | 17.82 | 29.50 | 0.00 | 43.90 | 49.37 | 3.02 | NA | 28.96 | 21.62 | 340.67 | |||||||||||||||
FHBI |
BayFirst Financial Corp. | 26.00 | 3,920 | 101.9 | 41.00 | 9.33 | 26.00 | -3.53 | 217.07 | 87.95 | 7.40 | 7.40 | 21.25 | NA | 305.67 | |||||||||||||||
BHWB |
Blackhawk Bancorp, Inc. | 35.99 | 2,843 | 102.3 | 35.99 | 19.30 | 35.99 | 0.00 | 79.95 | 28.54 | 4.18 | 4.18 | 34.97 | 30.81 | 470.22 | |||||||||||||||
BNCC |
BNCCORP, Inc. | 40.50 | 3,572 | 144.7 | 49.80 | 27.10 | 40.50 | 1.25 | 44.64 | -10.50 | 11.23 | NA | 37.00 | 37.00 | 288.02 | |||||||||||||||
TYCB |
Calvin B. Taylor Bankshares, Inc. | 35.99 | 2,765 | 99.5 | 42.00 | 31.50 | 35.99 | 0.95 | 9.23 | 2.10 | 2.89 | 2.69 | 35.12 | 35.12 | 303.39 | |||||||||||||||
CSHX |
Cashmere Valley Bank | 71.31 | 3,877 | 276.5 | 74.82 | 41.71 | 71.31 | -3.43 | 69.79 | 35.54 | 6.99 | 7.03 | 60.53 | 58.01 | 553.92 | |||||||||||||||
CBBI |
CBB Bancorp, Inc. | 12.60 | 10,280 | 129.5 | 12.60 | 6.03 | 12.60 | 2.86 | 93.85 | 57.50 | 1.77 | 1.88 | 16.66 | NA | 156.90 | |||||||||||||||
CTUY |
Century Next Financial Corporation | 32.00 | 1,745 | 55.8 | 32.00 | 24.05 | 32.00 | 0.00 | 22.18 | 29.23 | 2.36 | 2.36 | 30.32 | NA | 309.99 | |||||||||||||||
CPKF |
Chesapeake Financial Shares, Inc. | 29.20 | 4,838 | 140.4 | 30.00 | 19.35 | 29.20 | -2.67 | 43.84 | 35.81 | 3.21 | 3.08 | NA | NA | 267.23 | |||||||||||||||
CBAF |
CITBA Financial Corporation | 28.10 | 1,826 | 51.3 | 30.50 | 22.45 | 28.10 | -1.16 | 23.52 | 0.18 | 3.02 | 3.02 | 33.36 | 33.36 | 343.67 | |||||||||||||||
CBTN |
Citizens Bancorp Investment, Inc. | 48.00 | 5,872 | 281.9 | 48.00 | 48.00 | 48.00 | 0.00 | 0.00 | 0.00 | 2.17 | 2.19 | 21.90 | 18.55 | 237.90 | |||||||||||||||
CNBN |
CNB Bank Shares, Inc. | 23.00 | 5,380 | 123.7 | 23.00 | 16.15 | 23.00 | 0.00 | 42.86 | 27.78 | NA | NA | NA | NA | 294.58 | |||||||||||||||
CNBB |
CNB Community Bancorp, Inc. | 43.30 | 2,180 | 94.4 | 45.20 | 30.00 | 43.30 | -1.59 | 37.46 | 23.71 | NA | NA | 36.08 | 34.86 | 480.15 | |||||||||||||||
CCNB |
Coastal Carolina Bancshares, Inc. | 9.45 | 6,112 | 57.8 | 9.50 | 5.25 | 9.45 | -0.53 | 62.37 | 26.00 | 0.86 | NA | 9.19 | 8.66 | 115.90 | |||||||||||||||
COSO |
CoastalSouth Bancshares, Inc. | 16.70 | 7,994 | 100.3 | 18.50 | 9.72 | 16.70 | -0.95 | 71.99 | 38.02 | 1.25 | NA | 13.74 | 13.07 | 157.87 | |||||||||||||||
CBWA |
Commencement Bancorp Inc. | 13.56 | 4,191 | 56.8 | 13.90 | 9.66 | 13.56 | -1.02 | 34.26 | 19.37 | NA | NA | 12.71 | 12.41 | 134.04 | |||||||||||||||
CNAF |
Commercial National Financial Corporation | 19.96 | 2,861 | 57.1 | 21.50 | 15.60 | 19.96 | -2.66 | 12.74 | 20.94 | 1.58 | 1.55 | 22.81 | 22.81 | 157.11 | |||||||||||||||
CFST |
Communities First Financial Corporation | 45.00 | 3,073 | 138.3 | 45.50 | 23.05 | 45.00 | 0.00 | 78.22 | 45.11 | 5.26 | NA | 25.63 | 25.63 | 321.68 | |||||||||||||||
CMTV |
Community Bancorp | 19.78 | 5,349 | 105.8 | 22.90 | 12.60 | 19.78 | 0.10 | 54.53 | 33.20 | 2.28 | 2.14 | 14.81 | 12.65 | 173.02 | |||||||||||||||
CYSM |
Community Bancorp of Santa Maria | 11.20 | 2,162 | 24.2 | 13.24 | 8.30 | 11.20 | -2.01 | 31.30 | 10.24 | NA | NA | NA | NA | 171.74 | |||||||||||||||
ALBY |
Community Capital Bancshares, Inc. | 13.35 | 1,261 | 16.8 | 15.14 | 10.88 | 13.35 | -1.11 | 24.19 | 18.67 | 1.49 | NA | 15.12 | 15.12 | NA | |||||||||||||||
CBKM |
Consumers Bancorp, Inc. | 19.21 | 3,028 | 58.2 | 20.05 | 14.76 | 19.21 | -1.49 | 28.93 | -0.83 | 2.98 | NA | 23.08 | 22.73 | 275.36 | |||||||||||||||
CWBK |
CW Bancorp | 30.00 | 3,518 | 105.5 | 31.24 | 16.50 | 30.00 | -3.97 | 66.67 | 49.25 | 3.71 | NA | 20.86 | 19.99 | 330.36 | |||||||||||||||
DBIN |
Dacotah Banks, Inc. | 33.00 | 11,241 | 370.9 | 34.00 | 25.00 | 33.00 | 1.38 | 21.10 | 24.53 | 2.61 | 2.61 | 32.63 | 31.62 | 293.34 | |||||||||||||||
DMKB.A |
Denmark Bancshares, Inc. | 25.00 | 3,149 | 76.4 | 26.90 | 23.10 | 25.00 | 0.81 | 7.30 | 1.01 | NA | NA | 21.32 | 21.32 | 207.83 | |||||||||||||||
DSBX |
Dogwood State Bank | 15.50 | 12,371 | 107.4 | 15.50 | 14.00 | 15.50 | 0.00 | 3.33 | 10.71 | NA | NA | NA | NA | 60.29 | |||||||||||||||
EFSI |
Eagle Financial Services, Inc. | 34.50 | 3,447 | 118.9 | 34.95 | 24.99 | 34.50 | 1.47 | 31.43 | 16.95 | 3.44 | 3.35 | 31.25 | 31.25 | 353.63 | |||||||||||||||
EMYB |
Embassy Bancorp, Inc. | 19.27 | 7,508 | 144.7 | 21.20 | 11.83 | 19.27 | -1.43 | 60.72 | 31.99 | 2.01 | 2.01 | 15.43 | 15.43 | 201.84 | |||||||||||||||
ENBP |
ENB Financial Corp | 22.02 | 5,570 | 122.7 | 23.75 | 17.55 | 22.02 | -1.03 | 19.87 | 18.39 | 2.63 | 2.50 | 24.41 | 24.41 | 283.45 | |||||||||||||||
EQFN |
Equitable Financial Corp. | 12.81 | 2,726 | 34.9 | 12.99 | 10.00 | 12.81 | -0.31 | 19.16 | 7.20 | 1.29 | 1.34 | 13.77 | 13.19 | 156.97 | |||||||||||||||
ESBS |
ES Bancshares, Inc. | 5.01 | 6,648 | 33.3 | 5.13 | 3.92 | 5.01 | -0.40 | 26.20 | 15.17 | 0.43 | 0.43 | 5.52 | 5.44 | 77.72 | |||||||||||||||
FMBM |
F & M Bank Corp. | 28.50 | 3,210 | 91.5 | 29.70 | 18.65 | 28.50 | -0.87 | 49.45 | 23.86 | 3.49 | 3.24 | 29.80 | 28.81 | 344.26 | |||||||||||||||
FMCB |
Farmers & Merchants Bancorp | 898.50 | 790 | 709.5 | 925.00 | 700.00 | 898.50 | 0.96 | 25.66 | 18.22 | 79.82 | 77.86 | 555.13 | 536.28 | 6236.42 | |||||||||||||||
FETM |
Fentura Financial, Inc. | 25.95 | 4,641 | 120.4 | 27.40 | 16.80 | 25.95 | -0.57 | 50.43 | 17.95 | 3.74 | 4.12 | 26.51 | 25.73 | 282.20 | |||||||||||||||
FNBT |
FineMark Holdings, Inc. | 34.93 | 11,575 | 404.3 | 34.93 | 19.55 | 34.93 | 5.85 | 71.23 | 49.21 | 2.51 | 2.29 | 25.20 | 25.20 | 257.72 | |||||||||||||||
FFMR |
First Farmers Financial Corporation | 44.00 | 7,050 | 310.2 | 48.00 | 40.00 | 44.00 | 0.00 | 0.00 | 0.66 | 4.29 | 4.26 | 31.30 | 29.97 | 314.01 | |||||||||||||||
FBAK |
First National Bank Alaska | 233.96 | 3,167 | 740.9 | 244.46 | 182.04 | 233.96 | -0.02 | 15.83 | 25.85 | 17.84 | NA | 182.28 | 182.28 | 1685.58 | |||||||||||||||
FRSB |
First Resource Bank | 10.90 | 2,925 | 31.9 | 11.25 | 5.97 | 10.90 | 0.37 | 72.11 | 38.73 | 1.29 | 1.29 | 11.42 | 11.42 | 156.44 | |||||||||||||||
GBFH |
GBank Financial Holdings Inc. | 10.05 | 12,181 | 122.4 | 11.30 | 7.80 | 10.05 | -4.29 | 11.67 | 11.67 | NA | NA | 5.67 | 5.67 | 44.55 | |||||||||||||||
GNRV |
Grand River Commerce, Inc. | 7.31 | 6,751 | 49.3 | 7.75 | 4.65 | 7.31 | -2.53 | 48.58 | 44.75 | NA | NA | NA | NA | 68.07 | |||||||||||||||
GRRB |
GrandSouth Bancorporation | 24.35 | 5,141 | 125.2 | 33.99 | 13.05 | 24.35 | 0.21 | 70.40 | 60.09 | 2.27 | 2.26 | 17.20 | 17.05 | 226.33 |
HARL |
Harleysville Financial Corporation | 25.15 | 3,727 | 93.7 | 27.00 | 20.50 | 25.15 | 1.00 | 14.32 | 16.98 | 2.00 | 2.00 | 21.61 | 21.61 | 242.73 | |||||||||||||||
HLAN |
Heartland BancCorp | 90.50 | 1,996 | 180.6 | 96.52 | 64.00 | 90.50 | -1.30 | 34.07 | 9.05 | 8.74 | 8.78 | 73.42 | 66.65 | 756.14 | |||||||||||||||
HCBC |
High Country Bancorp, Inc. | 44.15 | 1,034 | 45.6 | 47.00 | 32.00 | 44.15 | -2.41 | 24.75 | 17.64 | 4.81 | NA | 35.06 | 35.06 | 366.25 | |||||||||||||||
INBC |
InBankshares, Corp | 10.25 | 7,947 | 81.5 | 12.00 | 7.00 | 10.25 | 0.00 | 28.13 | 28.13 | NA | NA | NA | NA | 89.14 | |||||||||||||||
IBTN |
InsCorp, Inc. | 17.20 | 2,932 | 50.4 | 17.80 | 12.16 | 17.20 | -2.82 | 32.31 | 16.22 | NA | NA | NA | NA | 225.19 | |||||||||||||||
IFHI |
Integrated Financial Holdings, Inc. | 28.49 | 2,204 | 62.2 | 28.49 | 17.00 | 28.49 | 0.00 | 65.16 | 28.04 | 5.39 | 5.15 | 38.32 | 29.29 | 199.74 | |||||||||||||||
ISBA |
Isabella Bank Corporation | 23.05 | 7,948 | 183.2 | 23.90 | 15.73 | 23.05 | -1.07 | 41.76 | 17.78 | 1.68 | 1.67 | 28.10 | 21.96 | 255.57 | |||||||||||||||
JDVB |
JD Bancshares, Inc. | 26.00 | 1,715 | 89.2 | 26.00 | 21.01 | 26.00 | 0.00 | 7.92 | 5.07 | NA | NA | 58.20 | 55.76 | 795.10 | |||||||||||||||
KTHN |
Katahdin Bankshares Corp. | 23.25 | 3,288 | 76.4 | 24.73 | 16.83 | 23.25 | -0.21 | 31.36 | 25.74 | 3.24 | NA | 24.01 | 22.30 | 288.36 | |||||||||||||||
KISB |
Kish Bancorp, Inc. | 38.50 | 2,630 | 101.3 | 40.00 | 25.00 | 38.50 | -3.10 | 54.00 | 35.09 | NA | NA | 28.23 | 26.87 | 440.77 | |||||||||||||||
LYBC |
Lyons Bancorp Inc. | 40.95 | 3,430 | 140.4 | 54.00 | 33.51 | 40.95 | 2.38 | 17.00 | 2.38 | 3.37 | 3.38 | 28.57 | 28.57 | 460.71 | |||||||||||||||
MNAT |
Marquette National Corporation | 35.55 | 4,403 | 156.5 | 38.50 | 21.07 | 35.55 | -3.40 | 62.70 | 31.67 | 6.14 | 1.50 | 42.84 | 34.81 | 459.62 | |||||||||||||||
MNBP |
Mars Bancorp, Inc. | 20.10 | 1,600 | 1.6 | 30.00 | 15.00 | 20.10 | -12.53 | 21.20 | 3.08 | 1.39 | NA | 24.69 | 24.69 | 295.38 | |||||||||||||||
MNMB |
Merchants & Marine Bancorp, Inc. | 44.00 | 1,330 | 58.5 | 46.00 | 33.80 | 44.00 | 9.32 | 34.15 | 25.32 | 1.52 | 1.48 | 61.66 | NA | 552.20 | |||||||||||||||
MVLY |
Mission Valley Bancorp | 15.20 | 3,270 | 49.7 | 15.69 | 7.66 | 15.20 | 2.70 | 75.32 | 44.08 | 1.06 | NA | NA | NA | 130.10 | |||||||||||||||
MBLU |
Morris State Bancshares, Inc. | 73.50 | 2,100 | 154.4 | 80.00 | 56.50 | 73.50 | 0.00 | 28.38 | 21.49 | 9.68 | NA | 65.53 | 59.86 | 634.94 | |||||||||||||||
MCBI |
Mountain Commerce Bancorp, Inc. | 27.00 | 6,324 | 170.7 | 28.00 | 14.85 | 27.00 | -3.57 | 79.40 | 31.71 | 3.07 | 3.11 | 18.23 | 18.23 | 195.79 | |||||||||||||||
NASB |
NASB Financial, Inc. | 64.40 | 7,402 | 476.7 | 74.75 | 52.75 | 64.40 | 0.23 | 23.25 | -2.42 | 13.93 | NA | 53.81 | 52.40 | 312.07 | |||||||||||||||
OSBK |
Oconee Financial Corporation | 41.29 | 896 | 37.0 | 47.00 | 33.00 | 41.29 | 0.00 | 26.08 | 13.90 | 2.78 | 2.82 | 43.43 | NA | 590.92 | |||||||||||||||
OTTW |
Ottawa Bancorp, Inc. | 14.85 | 2,811 | 41.7 | 15.28 | 9.79 | 14.85 | 0.00 | 50.46 | 1.92 | 1.03 | 1.04 | 16.68 | 16.42 | 117.56 | |||||||||||||||
PFLC |
Pacific Financial Corporation | 12.30 | 10,429 | 128.3 | 13.35 | 6.90 | 12.30 | -0.89 | 75.71 | 30.99 | 1.50 | 1.50 | 11.32 | NA | 123.77 | |||||||||||||||
PKKW |
Parkway Acquisition Corp. | 12.25 | 6,006 | 73.6 | 12.75 | 8.40 | 12.25 | 2.08 | 32.43 | 25.00 | 1.20 | 1.25 | 14.47 | 13.59 | 157.66 | |||||||||||||||
PBNC |
PB Financial Corporation | 35.36 | 2,203 | 77.9 | 36.50 | 27.60 | 35.36 | -1.78 | 27.19 | 10.50 | 3.67 | NA | 27.74 | NA | 284.25 | |||||||||||||||
PFBX |
Peoples Financial Corporation | 16.00 | 4,879 | 78.1 | 17.87 | 10.05 | 16.00 | 0.95 | 56.10 | 18.52 | 0.32 | 0.51 | 19.72 | 19.72 | 157.37 | |||||||||||||||
PPBN |
Pinnacle Bankshares Corporation | 23.15 | 2,170 | 50.2 | 27.00 | 19.00 | 23.15 | 0.13 | 20.26 | 0.65 | 2.11 | NA | 27.38 | NA | 429.94 | |||||||||||||||
PMHG |
Prime Meridian Holding Company | 23.00 | 3,128 | 71.9 | 24.00 | 13.87 | 23.00 | -3.16 | 61.40 | 27.78 | 2.40 | 2.37 | 20.40 | 20.40 | 241.91 | |||||||||||||||
PBAM |
Private Bancorp of America, Inc. | 24.99 | 5,617 | 140.4 | 25.25 | 12.20 | 24.99 | 0.00 | 106.53 | 35.08 | 2.79 | 2.79 | 20.71 | NA | 246.18 | |||||||||||||||
PSBP |
PSB Holding Corp. | 27.30 | 1,532 | 41.8 | 27.87 | 20.62 | 27.30 | -2.05 | 21.33 | 21.23 | 3.55 | 3.54 | 33.01 | 33.01 | 372.40 | |||||||||||||||
PSBQ |
PSB Holdings, Inc. | 24.75 | 4,471 | 110.7 | 26.50 | 17.20 | 24.75 | -2.60 | 32.00 | 20.32 | 2.67 | 3.12 | 24.24 | 23.53 | 280.62 | |||||||||||||||
SCZC |
Santa Cruz County Bank | 49.00 | 3,872 | 189.7 | 53.50 | 36.00 | 49.00 | 0.41 | 36.11 | 20.96 | 5.28 | 5.44 | 46.15 | 38.79 | 421.27 | |||||||||||||||
SABK |
South Atlantic Bancshares, Inc. | 14.65 | 7,495 | 109.8 | 15.50 | 8.25 | 14.65 | -0.34 | 71.35 | 19.59 | 1.28 | 1.19 | 13.63 | 12.83 | 152.87 | |||||||||||||||
STBI |
Sturgis Bancorp, Inc. | 18.65 | 2,128 | 39.7 | 20.00 | 16.01 | 18.65 | -2.36 | 0.54 | 1.08 | 2.78 | 2.64 | 23.40 | 20.63 | 332.14 | |||||||||||||||
SVBT |
SVB & T Corporation | 95.00 | 550 | 52.3 | 95.00 | 63.00 | 95.00 | 1.06 | 48.44 | 31.94 | 12.43 | NA | 98.57 | 98.57 | 905.54 | |||||||||||||||
FDVA |
The Freedom Bank of Virginia | 12.66 | 7,306 | 84.0 | 13.25 | 7.16 | 12.66 | 0.00 | 74.62 | 39.12 | 1.38 | 1.36 | 10.81 | 10.81 | 114.58 | |||||||||||||||
VTYB |
The Victory Bancorp, Inc. | 12.66 | 1,950 | 24.7 | 13.25 | 6.76 | 12.66 | -1.86 | 63.35 | 29.85 | 1.63 | NA | 12.03 | 12.03 | 232.12 | |||||||||||||||
TCNB |
Town Center Bank | 3.80 | 2,334 | 8.9 | 4.00 | 2.56 | 3.80 | 1.06 | 22.98 | 25.91 | 0.43 | 0.42 | 6.63 | 6.63 | 67.46 | |||||||||||||||
TYFG |
Tri-County Financial Group, Inc. | 46.50 | 2,483 | 115.5 | 46.75 | 30.00 | 46.50 | 0.19 | 58.97 | 31.91 | NA | NA | 53.52 | 50.14 | 552.76 | |||||||||||||||
TRVR |
Two Rivers Financial Group, Inc. | 39.50 | 2,165 | 85.5 | 40.00 | 24.15 | 39.50 | 0.46 | 49.06 | 43.38 | 9.38 | NA | 48.73 | 44.67 | 465.27 | |||||||||||||||
UNIF |
U & I Financial Corp. | 9.60 | 5,579 | 53.6 | 12.00 | 6.70 | 9.60 | 2.13 | 28.00 | 7.87 | 1.31 | 1.31 | 11.25 | NA | 74.76 | |||||||||||||||
UBNC |
UB Bancorp | 17.50 | 5,952 | 104.2 | 18.00 | 9.30 | 17.50 | -2.78 | 80.41 | 49.06 | NA | NA | 16.05 | 13.80 | 181.41 | |||||||||||||||
UBAB |
United Bancorporation of Alabama, Inc. | 29.75 | 3,755 | 111.7 | 30.20 | 18.82 | 29.75 | 0.34 | 45.83 | 33.71 | 4.22 | 2.03 | 28.51 | 28.51 | 271.11 | |||||||||||||||
UWHR |
Uwharrie Capital Corp | 8.60 | 6,964 | 59.9 | 9.50 | 4.56 | 8.60 | -3.70 | 86.64 | 63.81 | 1.67 | 1.47 | 7.31 | 7.31 | 121.37 | |||||||||||||||
WAYN |
Wayne Savings Bancshares, Inc. | 26.05 | 2,381 | 62.0 | 27.00 | 16.60 | 26.05 | 0.00 | 44.88 | 20.88 | 2.93 | NA | 21.66 | 20.95 | 264.00 | |||||||||||||||
WBBW |
Westbury Bancorp, Inc. | 28.55 | 2,753 | 78.6 | 29.50 | 19.25 | 28.55 | -0.10 | 47.55 | 18.91 | 3.46 | NA | 31.20 | 31.20 | 328.75 | |||||||||||||||
WRIV |
White River Bancshares Co | 77.65 | 924 | 71.7 | 80.26 | 47.55 | 77.65 | 0.00 | 61.74 | 25.95 | 6.23 | NA | 79.91 | NA | 877.49 | |||||||||||||||
MTFC |
Minster Financial Corp. | 66.45 | 1,046 | 69.5 | 66.45 | 62.50 | 66.45 | 0.00 | 16.07 | 6.32 | NA | NA | NA | NA | 609.65 | |||||||||||||||
Partial Stock Mutual Holding Companies(8) |
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BSBK |
Bogota Financial Corp. | 10.35 | 13,949 | 144.4 | 11.10 | 7.01 | 10.35 | -0.96 | 42.76 | 16.16 | 0.49 | 0.41 | 10.03 | 10.00 | 58.70 | |||||||||||||||
CULL |
Cullman Bancorp, Inc. | 11.49 | 7,406 | 85.1 | 15.49 | 7.74 | 11.49 | 0.26 | 16.58 | 48.37 | NA | NA | 8.30 | 8.30 | 50.80 | |||||||||||||||
FSEA |
First Seacoast Bancorp | 9.80 | 5,805 | 56.9 | 10.00 | 6.21 | 9.80 | 0.31 | 55.19 | 10.37 | 0.35 | 0.26 | 9.97 | 9.97 | 82.39 | |||||||||||||||
GCBC |
Greene County Bancorp, Inc. | 30.00 | 8,513 | 255.4 | 32.40 | 21.50 | 30.00 | -2.57 | 33.93 | 17.69 | 2.81 | 2.81 | 17.57 | 17.57 | 258.46 | |||||||||||||||
OFED |
Oconee Federal Financial Corp. | 23.50 | 5,574 | 131.0 | 27.00 | 20.70 | 23.50 | 0.00 | -12.25 | -7.11 | 0.72 | NA | NA | NA | 97.54 | |||||||||||||||
PBFS |
Pioneer Bancorp, Inc. | 12.00 | 25,074 | 300.9 | 13.34 | 8.02 | 12.00 | 0.00 | 37.30 | 13.53 | 0.25 | 0.18 | 8.80 | 8.45 | 71.33 | |||||||||||||||
RBKB |
Rhinebeck Bancorp, Inc. | 10.65 | 10,751 | 114.5 | 13.10 | 6.26 | 10.65 | -2.09 | 66.79 | 24.56 | 0.86 | 0.85 | 10.95 | 10.70 | 112.56 | |||||||||||||||
KFFB |
Kentucky First Federal Bancorp | 7.07 | 8,212 | 58.1 | 8.16 | 5.65 | 7.07 | -0.14 | 9.61 | 11.87 | -1.47 | -0.17 | 6.31 | 6.19 | 40.51 | |||||||||||||||
LSBK |
Lake Shore Bancorp, Inc. | 14.90 | 5,644 | 84.1 | 16.00 | 10.85 | 14.90 | -0.53 | 26.81 | 14.62 | 0.88 | 0.91 | 15.00 | 15.00 | 125.94 | |||||||||||||||
PDLB |
PDL Community Bancorp | 13.58 | 17,331 | 235.4 | 14.88 | 8.01 | 13.58 | -1.95 | 54.85 | 29.21 | 0.84 | NA | 9.92 | 9.92 | 89.30 | |||||||||||||||
CLBK |
Columbia Financial, Inc. | 18.44 | 108,326 | 1,983.8 | 18.81 | 10.27 | 18.44 | 0.60 | 68.40 | 18.51 | 0.79 | 0.85 | 9.61 | 8.82 | 83.70 | |||||||||||||||
TFSL |
TFS Financial Corporation | 19.75 | 276,940 | 5,469.6 | 22.54 | 14.12 | 19.75 | -1.45 | 32.37 | 12.02 | 0.28 | NA | 6.09 | 6.06 | 51.41 | |||||||||||||||
FSGB |
1st Federal Savings Bank of SC, Inc. | 14.00 | 1,013 | 14.2 | 17.00 | 11.85 | 14.00 | 0.00 | 0.07 | 3.24 | 0.99 | 0.99 | 10.17 | 10.17 | 122.31 | |||||||||||||||
ABBB |
Auburn Bancorp, Inc. | 12.30 | 500 | 6.1 | 16.25 | 9.00 | 12.30 | 2.50 | 34.13 | 23.00 | 0.80 | 0.80 | 15.90 | 15.90 | 198.87 | |||||||||||||||
BVFL |
BV Financial, Inc. | 18.75 | 7,118 | 133.5 | 20.00 | 13.25 | 18.75 | -3.85 | 17.41 | 10.29 | 1.08 | NA | NA | NA | 113.46 | |||||||||||||||
GOVB |
Gouverneur Bancorp, Inc. | 10.00 | 2,031 | 20.3 | 12.00 | 8.60 | 10.00 | 0.00 | 13.64 | -0.50 | 0.55 | NA | 13.51 | 13.51 | 65.38 | |||||||||||||||
GVFF |
Greenville Federal Financial Corporation | 8.06 | 2,162 | 17.4 | 9.49 | 5.80 | 8.06 | -5.18 | 34.33 | 18.53 | 0.31 | 0.31 | NA | NA | 103.88 | |||||||||||||||
LSFG |
Lifestore Financial Group, Inc. | 42.90 | 1,031 | 44.2 | 42.90 | 27.50 | 42.90 | 1.66 | 57.37 | 12.89 | 6.01 | NA | 40.75 | 40.75 | 384.06 | |||||||||||||||
LPBC |
Lincoln Park Bancorp. | 7.80 | 1,860 | 14.5 | 8.99 | 5.70 | 7.80 | -4.88 | 37.32 | 15.56 | -0.44 | NA | NA | NA | 169.04 | |||||||||||||||
MBBC |
Marathon Bancorp, Inc. | 10.60 | 2,229 | 23.6 | 10.65 | 10.00 | 10.60 | 0.00 | 6.00 | 6.00 | NA | NA | NA | NA | 96.82 | |||||||||||||||
MFDB |
Mutual Federal Bancorp, Inc. | 3.90 | 3,292 | 12.8 | 6.50 | 2.00 | 3.90 | 0.00 | 58.53 | 19.27 | NA | NA | NA | NA | 26.88 | |||||||||||||||
SNNF |
Seneca Financial Corp. | 9.75 | 1,842 | 18.0 | 10.99 | 6.82 | 9.75 | 0.00 | 36.46 | 18.18 | NA | NA | NA | NA | 120.76 | |||||||||||||||
SSBP |
SSB Bancorp, Inc. | 9.70 | 2,279 | 22.1 | 10.85 | 6.75 | 9.70 | 1.04 | 33.79 | 21.25 | NA | NA | NA | NA | 102.65 | |||||||||||||||
TBBA |
TEB Bancorp, Inc | 9.37 | 2,624 | 24.6 | 9.99 | 5.20 | 9.37 | -0.85 | 67.32 | 24.93 | 2.16 | 2.16 | 10.83 | 10.83 | 115.32 | |||||||||||||||
WAKE |
Wake Forest Bancshares, Inc. | 18.52 | 1,097 | 20.3 | 19.95 | 13.91 | 18.52 | -2.53 | 36.18 | 3.35 | 1.07 | NA | NA | NA | 101.94 | |||||||||||||||
Merger Target |
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ALTA |
Altabancorp | 41.89 | 18,887 | 791.2 | 47.80 | 18.76 | 41.89 | 0.10 | 110.08 | 50.04 | 2.35 | 2.44 | 19.63 | 18.08 | 187.47 | |||||||||||||||
ESXB |
Community Bankers Trust Corporation | 11.10 | 22,451 | 249.2 | 12.25 | 4.91 | 11.10 | 0.63 | 116.80 | 64.44 | 0.98 | 1.00 | 8.01 | 8.01 | 78.13 | |||||||||||||||
CLDB |
Cortland Bancorp | 27.06 | 4,256 | 115.2 | 28.24 | 13.32 | 27.06 | -0.88 | 97.45 | 44.71 | 2.32 | 2.34 | 19.55 | 19.55 | 186.32 | |||||||||||||||
FVCB |
FVCBankcorp, Inc. | 20.16 | 13,682 | 275.8 | 20.95 | 9.35 | 20.16 | 3.28 | 85.12 | 37.14 | 1.38 | 1.40 | 14.70 | 14.10 | 144.36 | |||||||||||||||
HBMD |
Howard Bancorp, Inc. | 19.35 | 18,811 | 364.0 | 20.50 | 8.70 | 19.35 | -3.15 | 95.65 | 63.84 | 1.22 | 1.44 | 16.14 | 14.22 | 138.20 | |||||||||||||||
MFNC |
Mackinac Financial Corporation | 21.20 | 10,550 | 223.7 | 22.19 | 9.03 | 21.20 | 0.76 | 116.33 | 66.14 | 1.32 | 1.41 | 16.30 | 14.06 | 143.97 | |||||||||||||||
RBNC |
Reliant Bancorp, Inc. | 28.55 | 16,679 | 476.2 | 31.00 | 13.00 | 28.55 | -4.55 | 86.11 | 53.33 | 2.95 | 2.84 | 20.77 | 16.88 | 185.77 | |||||||||||||||
SVBI |
Severn Bancorp, Inc. | 12.23 | 12,864 | 157.3 | 12.80 | 5.89 | 12.23 | -2.00 | 101.48 | 71.29 | 0.78 | 0.80 | 8.76 | 8.70 | 88.90 | |||||||||||||||
FCCY |
1st Constitution Bancorp | 21.65 | 10,285 | 222.7 | 22.47 | 11.06 | 21.65 | -0.37 | 65.52 | 36.42 | 2.05 | 2.10 | 19.02 | 15.46 | 173.97 | |||||||||||||||
BOCH |
Bank of Commerce Holdings | 14.37 | 16,748 | 240.7 | 15.38 | 6.52 | 14.37 | -0.42 | 90.84 | 45.15 | 1.10 | 1.17 | 10.78 | 9.87 | 114.47 | |||||||||||||||
ICBK |
County Bancorp, Inc. | 35.27 | 6,027 | 212.6 | 36.01 | 17.04 | 35.27 | -1.56 | 79.40 | 59.74 | 2.91 | 3.01 | 27.68 | 27.68 | 251.72 | |||||||||||||||
PFBI |
Premier Financial Bancorp, Inc. | 18.12 | 14,805 | 268.3 | 19.30 | 10.10 | 18.12 | 0.83 | 55.54 | 36.34 | 1.57 | 1.58 | 16.84 | 13.35 | 140.49 | |||||||||||||||
RIVE |
Riverview Financial Corporation | 12.50 | 9,362 | 117.0 | 13.50 | 6.50 | 12.50 | -0.34 | 73.61 | 36.61 | 1.09 | NA | 11.15 | 10.97 | 129.75 |
SLCT |
Select Bancorp, Inc. | 16.68 | 17,230 | 287.4 | 17.44 | 6.93 | 16.68 | -1.48 | 116.06 | 76.14 | 1.04 | 1.14 | 12.85 | 10.29 | 108.81 | |||||||||||||||
ACBI |
Atlantic Capital Bancshares, Inc. | 24.27 | 20,303 | 492.8 | 28.93 | 10.48 | 24.27 | -3.73 | 120.44 | 52.45 | 2.11 | 2.11 | 17.38 | 16.27 | 186.20 | |||||||||||||||
BMTC |
Bryn Mawr Bank Corporation | 40.28 | 19,878 | 800.7 | 49.83 | 23.96 | 40.28 | -1.37 | 50.47 | 31.66 | 3.35 | 3.56 | 32.44 | 22.48 | 249.45 | |||||||||||||||
CNBK.A |
Century Bancorp, Inc. | 114.42 | 5,568 | 419.0 | 121.32 | 63.28 | 114.42 | -0.12 | 58.48 | 47.91 | 7.91 | 7.91 | 70.50 | 70.02 | 1304.62 | |||||||||||||||
FMBI |
First Midwest Bancorp, Inc. | 18.35 | 114,299 | 2,097.4 | 24.28 | 10.38 | 18.35 | -0.97 | 46.04 | 15.26 | 1.31 | 1.74 | 21.67 | 13.55 | 189.20 | |||||||||||||||
ISBC |
Investors Bancorp, Inc. | 13.74 | 236,958 | 3,255.8 | 15.71 | 6.74 | 13.74 | -4.72 | 79.84 | 30.11 | 1.24 | 1.29 | 11.37 | 10.97 | 113.11 | |||||||||||||||
MRLN |
Marlin Business Services Corp. | 22.11 | 11,879 | 262.6 | 23.24 | 6.60 | 22.11 | -0.45 | 217.67 | 80.64 | 2.92 | 3.37 | 17.55 | 17.11 | 82.96 | |||||||||||||||
EBSB |
Meridian Bancorp, Inc. | 20.91 | 50,421 | 1,053.7 | 22.97 | 9.75 | 20.91 | 1.70 | 82.14 | 40.24 | 1.49 | 1.49 | 15.23 | 14.81 | 124.69 | |||||||||||||||
PMBC |
Pacific Mercantile Bancorp | 8.79 | 23,891 | 197.1 | 9.45 | 3.31 | 8.79 | -1.57 | 134.40 | 71.01 | 0.67 | 0.68 | 6.97 | 6.95 | 64.23 | |||||||||||||||
PBCT |
Peoples United Financial, Inc. | 15.82 | 422,370 | 6,681.9 | 19.62 | 9.74 | 15.82 | -3.30 | 50.52 | 22.35 | 0.71 | 1.37 | 17.55 | 10.94 | 149.96 | |||||||||||||||
CADE |
Cadence Bancorporation | 20.46 | 124,778 | 2,553.0 | 23.88 | 7.73 | 20.46 | -0.05 | 122.39 | 24.60 | 3.60 | 2.71 | 17.66 | 16.72 | 149.81 | |||||||||||||||
CIT |
CIT Group Inc. | 52.43 | 99,144 | 5,198.1 | 55.89 | 15.65 | 52.43 | -0.87 | 169.15 | 46.04 | 5.98 | 6.83 | 55.58 | 54.39 | 551.76 | |||||||||||||||
FBC |
Flagstar Bancorp, Inc. | 48.43 | 52,862 | 2,560.1 | 51.58 | 27.79 | 48.43 | -2.08 | 61.38 | 18.82 | 12.25 | 13.08 | NA | NA | 511.99 | |||||||||||||||
STL |
Sterling Bancorp | 22.18 | 192,695 | 4,274.0 | 27.22 | 9.83 | 22.18 | -3.48 | 91.70 | 23.36 | 1.81 | 1.94 | 23.80 | 14.62 | 151.24 | |||||||||||||||
AQFH |
Aquesta Financial Holdings, Inc. | 19.39 | 5,503 | 106.7 | 21.50 | 9.50 | 19.39 | -1.07 | 98.87 | 76.27 | 1.20 | NA | NA | NA | 133.76 | |||||||||||||||
BSCA |
Bank of Santa Clarita | 14.10 | 3,775 | 53.2 | 14.25 | 7.70 | 14.10 | -0.98 | 82.88 | 38.64 | NA | NA | 11.55 | 11.55 | 110.23 | |||||||||||||||
CCSB |
Community Savings Bancorp, Inc. | 21.22 | 379 | 8.0 | 21.35 | 10.15 | 21.22 | -0.38 | 97.40 | 63.23 | NA | NA | NA | NA | 157.35 | |||||||||||||||
FNHM |
FNBH Bancorp, Inc. | 4.06 | 27,772 | 112.8 | 4.06 | 2.15 | 4.06 | 0.25 | 53.21 | 67.77 | 0.24 | NA | 2.39 | 2.39 | 23.29 | |||||||||||||||
GNBF |
GNB Financial Services, Inc. | 86.50 | 779 | 67.4 | 93.00 | 38.32 | 86.50 | -1.14 | 93.95 | 8.14 | 5.32 | 5.39 | 65.15 | 61.59 | 569.64 | |||||||||||||||
GPBI |
Golden Pacific Bancorp, Inc. | 2.44 | NA | NA | 3.00 | 1.65 | 2.44 | 0.00 | 47.88 | 47.88 | NA | NA | NA | NA | NA | |||||||||||||||
PFOH |
Perpetual Federal Savings Bank | 40.30 | 2,470 | 99.5 | 40.50 | 23.66 | 40.30 | -0.12 | 47.84 | 58.10 | 1.90 | NA | 32.04 | 32.04 | 159.85 | |||||||||||||||
PONB |
Pioneer Bancshares, Inc. | 29.50 | 6,237 | 184.0 | 39.00 | 16.30 | 29.50 | -7.81 | 75.60 | 21.65 | NA | NA | NA | NA | 285.08 | |||||||||||||||
SVRH |
Sevier County Bancshares, Inc. | 15.36 | 3,966 | 60.9 | NA | NA | 15.36 | 0.00 | 0.00 | 0.00 | NA | NA | 7.52 | 7.52 | 114.06 | |||||||||||||||
SDGB |
SSNB Inc | 59.50 | 255 | 15.2 | 60.00 | 20.56 | 59.50 | 0.00 | 174.83 | 186.75 | NA | NA | 33.30 | NA | 419.30 | |||||||||||||||
SNNY |
Sunnyside Bancorp, Inc. | 18.26 | 756 | 13.8 | 19.00 | 9.25 | 18.26 | 0.22 | 101.77 | 47.02 | -1.15 | -0.51 | 13.09 | 13.09 | 126.11 | |||||||||||||||
WNRP |
West Suburban Bancorp, Inc. | 744.00 | 387 | 288.1 | 825.00 | 323.01 | 744.00 | -0.80 | 103.84 | 67.19 | NA | NA | NA | NA | 7601.64 | |||||||||||||||
HSBI |
Heritage Southeast Bancorporation Inc. | 25.40 | 7,017 | 178.2 | 25.99 | 10.66 | 25.40 | 0.79 | 82.73 | 88.85 | 1.27 | 1.79 | 20.65 | 15.66 | 235.47 | |||||||||||||||
PLBN |
Pilot Bancshares, Inc. | 6.02 | 15,380 | 92.6 | 6.05 | 2.68 | 6.02 | 0.00 | 131.54 | 86.96 | NA | NA | NA | NA | 42.65 | |||||||||||||||
RYFL |
Royal Financial, Inc. | 18.70 | 2,568 | 46.0 | 19.75 | 11.20 | 18.70 | -1.06 | 58.47 | 32.16 | 1.98 | 2.08 | 18.74 | 17.85 | 207.87 | |||||||||||||||
SBKK |
Suncrest Bank | 16.24 | 12,251 | 199.0 | 16.24 | 8.06 | 16.24 | 2.14 | 98.53 | 58.28 | 1.29 | 1.33 | 14.08 | 10.72 | 111.99 |
(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 Market Intelligence, LC. and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2021 by RP® Financial, LC.
RP® Financial, LC.
Exhibit IV-1B
Weekly Bank and Thrift Market Line - Part Two
Prices As of August 20, 2021
Key Financial Ratios |
Asset Quality Ratios |
Pricing Ratios |
Dividend Data (6) |
|||||||||||||||||||||||||||||||
Equity/ | Tg. Equity/ |
Reported Earnings |
Core Earnings |
NPAs/ | Rsvs/ | Price/ | Price/ | Price/ | Price/ | Price/Core | Div/ | Dividend | Payout | |||||||||||||||||||||
Assets |
Assets |
ROA(5) |
ROE(5) |
ROA(5) |
ROE(5) |
Assets |
NPLs |
Earnings |
Book |
Assets |
Tang Book |
Earnings |
Share |
Yield |
Ratio (7) |
|||||||||||||||||||
(%) | (%) | (%) | (%) | (%) | (%) | (%) | (%) | (x) | (%) | (%) | (%) | (x) | ($) | (%) | (%) | |||||||||||||||||||
Financial Institutions, Fully Converted, Not Under Acquisition (734) |
||||||||||||||||||||||||||||||||||
Average | 10.27 | 9.43 | 1.12 | 11.03 | 1.12 | 10.84 | 0.61 | 237.91 | 11.13 | 115.76 | 11.76 | 129.41 | 11.66 | 2.25 | 2.33 | 29.91 | ||||||||||||||||||
Median | 9.70 | 8.89 | 1.10 | 10.82 | 1.11 | 10.69 | 0.45 | 172.09 | 10.48 | 107.39 | 10.74 | 118.43 | 10.72 | 0.73 | 2.41 | 26.48 | ||||||||||||||||||
Financial Institutions, Fully Converted, Not Under Acquisition (734) |
||||||||||||||||||||||||||||||||||
BCOW |
1895 Bancorp of Wisconsin, Inc. | 9.96 | 9.96 | 0.25 | 2.26 | NA | NA | NA | NA | NM | 88.02 | NA | 88.02 | NA | NA | NA | NM | |||||||||||||||||
ACNB |
ACNB Corporation | 9.83 | 8.18 | 1.16 | 11.55 | 1.18 | 11.75 | 0.40 | 188.02 | 8.21 | 92.43 | 9.09 | 113.15 | 8.07 | 1.00 | 3.54 | 29.65 | |||||||||||||||||
AFBI |
Affinity Bancshares, Inc. | 14.95 | 12.86 | 0.95 | 8.10 | 0.99 | 8.42 | NA | NA | 12.38 | 78.81 | 11.78 | 93.85 | 11.92 | NA | NA | NM | |||||||||||||||||
ALRS |
Alerus Financial Corporation | 10.91 | 9.36 | 1.81 | 16.62 | 1.83 | 16.78 | 0.27 | 437.87 | 8.61 | 134.98 | 14.72 | 160.01 | 8.51 | 0.64 | 2.37 | 19.75 | |||||||||||||||||
ATLO |
Ames National Corporation | 10.08 | 9.41 | 1.15 | 11.03 | 1.14 | 10.93 | 0.65 | 133.02 | 9.45 | 102.16 | 10.29 | 110.15 | 9.53 | 1.04 | 4.42 | 51.41 | |||||||||||||||||
BFC |
Bank First Corporation | 11.05 | 9.11 | 1.67 | 15.44 | 1.62 | 14.93 | 0.48 | 147.55 | 11.69 | 170.33 | 18.82 | 211.05 | 12.09 | 0.84 | 1.22 | 19.15 | |||||||||||||||||
BMRC |
Bank of Marin Bancorp | 11.34 | 10.36 | 1.12 | 9.54 | 1.14 | 9.73 | 0.41 | 152.69 | 14.46 | 136.45 | 15.48 | 150.98 | 14.18 | 0.96 | 2.63 | 36.90 | |||||||||||||||||
BKSC |
Bank of South Carolina Corporation | 9.36 | 9.36 | 1.27 | 12.77 | 1.27 | 12.75 | 0.79 | 93.43 | 16.10 | 199.56 | 18.68 | 199.56 | 16.12 | 0.68 | 3.46 | 63.93 | |||||||||||||||||
BOTJ |
Bank of the James Financial Group, Inc. | 7.50 | 7.50 | 0.80 | 10.93 | 0.80 | 10.93 | 0.34 | 304.95 | 9.82 | 110.22 | 8.26 | 110.22 | 9.82 | 0.28 | 1.95 | 17.80 | |||||||||||||||||
BWB |
Bridgewater Bancshares, Inc. | 9.20 | 9.10 | 1.17 | 12.43 | 1.31 | 13.87 | 0.03 | NM | 13.36 | 151.35 | 13.92 | 153.04 | 11.99 | NA | NA | NM | |||||||||||||||||
BYFC |
Broadway Financial Corporation | 13.78 | 11.30 | -0.64 | -5.92 | 0.10 | 0.96 | NA | NA | NM | 156.76 | 21.21 | 197.90 | NM | 0.00 | 0.00 | NM | |||||||||||||||||
CATC |
Cambridge Bancorp | 9.75 | 8.59 | 1.33 | 13.46 | 1.39 | 14.12 | 0.13 | 641.20 | 10.95 | 139.81 | 13.63 | 160.78 | 10.43 | 2.44 | 2.90 | 29.91 | |||||||||||||||||
CARV |
Carver Bancorp, Inc. | 7.57 | 7.57 | -0.86 | -11.89 | -0.90 | -12.42 | 1.84 | 41.72 | NM | 216.04 | 8.87 | 216.04 | NM | 0.00 | 0.00 | NM | |||||||||||||||||
CBMB |
CBM Bancorp, Inc. | 20.08 | 20.08 | 0.36 | 1.65 | 0.36 | 1.65 | 0.15 | 432.71 | NM | 103.62 | 20.80 | 103.62 | NM | NA | NA | 200.00 | |||||||||||||||||
CVCY |
Central Valley Community Bancorp | 11.01 | 8.82 | 1.28 | 11.01 | 1.28 | 11.00 | 0.37 | 122.25 | 10.62 | 110.55 | 12.17 | 141.28 | 10.63 | 0.48 | 2.13 | 21.70 | |||||||||||||||||
CFBK |
CF Bankshares Inc. | 7.95 | 7.95 | 1.93 | 25.46 | 1.91 | 25.18 | 0.21 | 485.43 | 4.52 | 103.30 | 8.21 | 103.30 | 4.57 | 0.12 | 0.64 | 2.91 | |||||||||||||||||
COFS |
ChoiceOne Financial Services, Inc. | 10.77 | 7.97 | 0.99 | 8.57 | 1.13 | 9.84 | 0.34 | 114.64 | 9.85 | 81.56 | 8.79 | 113.68 | 8.58 | 0.88 | 3.63 | 34.96 | |||||||||||||||||
CNNB |
Cincinnati Bancorp, Inc. | 17.13 | 17.08 | 1.72 | 11.34 | 1.73 | 11.40 | 0.51 | 132.57 | 9.72 | 97.57 | 16.72 | 97.94 | 9.68 | NA | NA | NM | |||||||||||||||||
CZNC |
Citizens & Northern Corporation | 13.00 | 10.86 | 1.10 | 8.51 | 1.40 | 10.83 | 1.05 | 53.41 | 15.60 | 130.96 | 17.03 | 160.58 | 12.24 | 1.12 | 4.49 | 68.75 | |||||||||||||||||
CIVB |
Civista Bancshares, Inc. | 12.05 | 9.51 | 1.28 | 10.94 | 1.35 | 11.56 | 0.19 | 460.57 | 9.63 | 100.82 | 12.15 | 131.51 | 9.11 | 0.56 | 2.43 | 20.50 | |||||||||||||||||
EGBN |
Eagle Bancorp, Inc. | 11.92 | NA | 1.54 | 13.76 | 1.58 | 14.12 | NA | 154.98 | 10.60 | 138.80 | 16.54 | 156.78 | 10.33 | 1.40 | 2.47 | 19.44 | |||||||||||||||||
ESBK |
Elmira Savings Bank | 9.62 | 7.87 | 0.73 | 7.91 | 0.73 | 7.97 | NA | 93.84 | 10.04 | 78.89 | 7.58 | 98.33 | 10.05 | 0.60 | 4.33 | 43.48 | |||||||||||||||||
EMCF |
Emclaire Financial Corp | 8.42 | 6.70 | 0.80 | 9.22 | 0.81 | 9.29 | 0.26 | 345.30 | 9.26 | 84.67 | 6.83 | 109.94 | 9.19 | 1.20 | 4.33 | 40.13 | |||||||||||||||||
ESQ |
Esquire Financial Holdings, Inc. | 12.73 | 12.73 | 1.74 | 12.90 | 1.70 | 12.58 | NA | 617.22 | 12.44 | 151.18 | 19.24 | 151.18 | 12.75 | NA | NA | NM | |||||||||||||||||
FMAO |
Farmers & Merchants Bancorp, Inc. | 11.56 | 9.05 | 1.07 | 8.55 | 1.12 | 8.95 | NA | NA | 12.07 | 101.36 | 11.72 | 133.23 | 11.53 | 0.68 | 3.00 | 36.17 | |||||||||||||||||
FMNB |
Farmers National Banc Corp. | 11.25 | 9.90 | 1.69 | 15.00 | 1.75 | 15.57 | 0.53 | 143.28 | 8.49 | 120.65 | 13.58 | 139.24 | 8.19 | 0.44 | 2.82 | 23.91 | |||||||||||||||||
FFBW |
FFBW, Inc. | 27.44 | NA | 0.66 | 2.21 | NA | NA | 0.24 | 280.88 | NM | 82.50 | 22.64 | NA | NA | NA | NA | NM | |||||||||||||||||
FCAP |
First Capital, Inc. | 10.43 | 9.84 | 1.12 | 10.30 | 1.08 | 9.96 | 0.30 | 213.13 | 12.55 | 126.95 | 13.23 | 135.47 | 13.00 | 1.04 | 2.46 | 30.27 | |||||||||||||||||
FCCO |
First Community Corporation | 9.10 | 8.16 | 0.91 | 9.62 | 0.90 | 9.54 | 0.44 | 193.56 | 11.82 | 110.48 | 10.06 | 124.61 | 11.92 | 0.48 | 2.38 | 28.07 | |||||||||||||||||
FXNC |
First National Corporation | 8.66 | 8.66 | 1.09 | 12.63 | 1.14 | 13.22 | 0.21 | 259.99 | 9.66 | 116.66 | 10.10 | 116.66 | 9.23 | 0.48 | 2.26 | 26.36 | |||||||||||||||||
FSFG |
First Savings Financial Group, Inc. | 10.11 | NA | 2.35 | 25.15 | 2.26 | 24.19 | 0.91 | 102.77 | 4.90 | 109.50 | 11.07 | NA | 5.10 | 1.44 | 1.76 | 5.26 | |||||||||||||||||
FUSB |
First US Bancshares, Inc. | 9.38 | 8.58 | 0.38 | 3.86 | 0.41 | 4.18 | 0.31 | 396.82 | 23.29 | 79.87 | 7.49 | 88.03 | 21.49 | 0.12 | 1.05 | 24.49 | |||||||||||||||||
FNCB |
FNCB Bancorp, Inc. | 10.53 | 10.53 | 1.39 | 13.29 | 1.24 | 11.93 | 0.88 | 107.97 | 7.87 | 99.50 | 10.48 | 99.50 | 8.76 | 0.30 | 3.77 | 24.75 | |||||||||||||||||
FRAF |
Franklin Financial Services Corporation | 9.01 | 8.51 | 1.16 | 12.80 | 1.15 | 12.63 | 1.09 | 82.67 | 7.71 | 92.74 | 8.35 | 98.63 | 7.81 | 1.28 | 4.04 | 29.93 | |||||||||||||||||
FSBW |
FS Bancorp, Inc. | 10.88 | 10.61 | 2.12 | 19.81 | 2.14 | 20.02 | 0.28 | 432.01 | 6.62 | 116.23 | 12.64 | 119.55 | 6.56 | 0.56 | 1.66 | 10.02 | |||||||||||||||||
GBNY |
Generations Bancorp NY, Inc. | 11.19 | 10.82 | 0.48 | 5.39 | 0.24 | 2.73 | NA | NA | 14.08 | 59.37 | 6.65 | 61.71 | 26.99 | NA | NA | NM | |||||||||||||||||
GLBZ |
Glen Burnie Bancorp | 8.18 | 8.18 | 0.62 | 7.06 | 0.62 | 7.05 | 0.95 | 70.26 | 13.79 | 99.86 | 8.17 | 99.86 | 13.82 | 0.40 | 3.22 | 33.33 | |||||||||||||||||
HFBL |
Home Federal Bancorp, Inc. of Louisiana | 9.32 | 9.32 | 0.99 | 10.46 | 0.99 | 10.46 | NA | NA | 11.78 | 117.58 | 10.96 | 117.58 | 11.78 | 0.40 | 2.16 | 22.13 | |||||||||||||||||
HVBC |
HV Bancorp, Inc. | 7.55 | 7.55 | 1.13 | 18.27 | 1.13 | 18.27 | 0.55 | 74.69 | 6.58 | 114.63 | 8.66 | 114.63 | 6.58 | NA | NA | NM | |||||||||||||||||
IROQ |
IF Bancorp, Inc. | 11.20 | 11.20 | 0.79 | 6.87 | 0.74 | 6.45 | 0.20 | 499.29 | 11.59 | 84.11 | 9.42 | 84.11 | 12.35 | 0.35 | 1.62 | 17.38 | |||||||||||||||||
LCNB |
LCNB Corp. | 12.92 | 9.96 | 1.15 | 8.53 | 1.19 | 8.77 | 0.34 | 89.69 | 11.00 | 92.09 | 11.90 | 123.61 | 10.70 | 0.76 | 4.35 | 47.80 | |||||||||||||||||
LMST |
Limestone Bancorp, Inc. | 9.26 | 8.69 | 0.93 | 10.61 | 0.95 | 10.79 | 0.14 | 658.18 | 10.52 | 105.80 | 9.80 | 113.46 | 10.34 | 0.00 | 0.00 | NM | |||||||||||||||||
MNSB |
MainStreet Bancshares, Inc. | 10.52 | 10.52 | 1.55 | 15.43 | 1.55 | 15.43 | 0.07 | NM | 7.94 | 120.85 | 10.96 | 120.85 | 7.95 | NA | NA | NM | |||||||||||||||||
MBIN |
Merchants Bancorp | 10.72 | 10.56 | 2.38 | 26.84 | 2.39 | 26.90 | NA | NA | 4.81 | 145.88 | 10.68 | 149.71 | 4.80 | 0.36 | 1.02 | 4.77 | |||||||||||||||||
MBCN |
Middlefield Banc Corp. | 10.74 | 9.63 | 0.94 | 8.88 | 0.95 | 8.98 | 1.27 | 139.76 | 11.65 | 100.65 | 10.81 | 113.59 | 11.53 | 0.64 | 2.71 | 31.03 | |||||||||||||||||
MSVB |
Mid-Southern Bancorp, Inc. | 19.71 | 19.71 | 0.53 | 2.53 | 0.53 | 2.53 | 0.74 | 92.80 | NM | 99.27 | 19.57 | 99.27 | NM | 0.12 | 0.78 | 26.19 | |||||||||||||||||
MVBF |
MVB Financial Corp. | 9.12 | 8.89 | 1.50 | 15.09 | -0.03 | -0.31 | 0.78 | 146.36 | 13.75 | 188.21 | 17.12 | 193.51 | NM | 0.56 | 1.41 | 18.69 | |||||||||||||||||
NKSH |
National Bankshares, Inc. | 11.51 | NA | 1.22 | 9.42 | 1.22 | 9.41 | 0.47 | 118.21 | 12.89 | 120.18 | 13.83 | NA | 12.91 | 1.40 | 3.76 | 49.13 | |||||||||||||||||
NCBS |
Nicolet Bankshares, Inc. | 12.19 | 8.74 | 1.60 | 13.41 | 1.70 | 14.21 | 0.30 | 301.18 | 10.82 | 133.16 | 16.24 | 193.13 | 10.20 | NA | NA | NM | |||||||||||||||||
NECB |
Northeast Community Bancorp, Inc. | 14.94 | 14.89 | 1.40 | 8.79 | NA | NA | 0.77 | 80.72 | 12.04 | 102.30 | 15.29 | 102.72 | NA | 0.24 | 2.38 | 15.21 | |||||||||||||||||
OVLY |
Oak Valley Bancorp | 7.74 | 7.55 | 1.08 | 12.98 | 1.09 | 13.07 | 0.02 | NM | 9.05 | 111.23 | 8.61 | 114.32 | 8.98 | 0.29 | 1.57 | 14.22 | |||||||||||||||||
OPOF |
Old Point Financial Corporation | 9.41 | 9.27 | 0.52 | 5.49 | 0.55 | 5.80 | 0.17 | 433.75 | 17.82 | 96.63 | 9.09 | 98.23 | 16.92 | 0.52 | 2.35 | 39.52 | |||||||||||||||||
OPHC |
OptimumBank Holdings, Inc. | 9.92 | 9.92 | 0.29 | 4.02 | 0.29 | 4.02 | NA | NA | 24.25 | 90.39 | 6.39 | 90.39 | 24.25 | NA | NA | NM | |||||||||||||||||
OBT |
Orange County Bancorp, Inc. | 6.87 | 6.54 | NA | NA | NA | NA | NA | NA | NA | 108.36 | 7.44 | 114.18 | NA | 0.80 | 2.35 | NA | |||||||||||||||||
ORRF |
Orrstown Financial Services, Inc. | 9.13 | 8.39 | 1.21 | 13.95 | 1.27 | 14.67 | 0.37 | 179.57 | 7.64 | 99.40 | 9.08 | 109.04 | 7.27 | 0.76 | 3.24 | 23.45 | |||||||||||||||||
PKBK |
Parke Bancorp, Inc. | 10.33 | 10.33 | 1.70 | 17.31 | 1.68 | 17.34 | 0.61 | 268.97 | 6.88 | 110.22 | 11.30 | 110.22 | 6.95 | 0.64 | 3.21 | 22.07 | |||||||||||||||||
PTRS |
Partners Bancorp | 8.54 | 7.85 | 0.41 | 4.67 | 0.39 | 4.43 | 0.82 | 140.23 | 28.68 | 115.24 | 9.77 | 126.29 | 30.49 | 0.10 | 1.13 | 40.58 | |||||||||||||||||
PBHC |
Pathfinder Bancorp, Inc. | 8.22 | 7.88 | 0.70 | 8.82 | 0.66 | 8.30 | 1.69 | 68.53 | 11.28 | 93.54 | 7.67 | 97.96 | 12.41 | 0.28 | 1.72 | 18.06 | |||||||||||||||||
PBBK |
PB Bankshares, Inc. | 6.32 | 6.32 | NA | -0.69 | NA | 0.55 | 0.69 | 124.24 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
PCSB |
PCSB Financial Corporation | 14.64 | 14.36 | 0.68 | 4.55 | 0.68 | 4.54 | NA | NA | 22.14 | 106.84 | 15.65 | 109.33 | 22.19 | 0.24 | 1.29 | 23.81 | |||||||||||||||||
PLBC |
Plumas Bancorp | 8.42 | 8.38 | 1.47 | 16.93 | 1.52 | 17.47 | 0.65 | 131.24 | 10.02 | 157.59 | 13.27 | 158.53 | 9.71 | 0.56 | 1.73 | 16.72 | |||||||||||||||||
PVBC |
Provident Bancorp, Inc. | 14.61 | 14.61 | 1.00 | 6.26 | 1.10 | 6.83 | NA | NA | 19.61 | 129.75 | 18.96 | 129.75 | 17.99 | 0.16 | 0.97 | 16.67 | |||||||||||||||||
RMBI |
Richmond Mutual Bancorporation, Inc. | 15.36 | 15.36 | 0.94 | 5.45 | 0.93 | 5.42 | 0.53 | 182.98 | 17.94 | 109.71 | 16.85 | 109.71 | 18.04 | 0.28 | 1.77 | 86.36 | |||||||||||||||||
SAL |
Salisbury Bancorp, Inc. | 9.17 | 8.25 | 1.19 | 12.82 | 1.18 | 12.63 | 0.71 | 124.27 | 8.68 | 105.96 | 9.71 | 118.92 | 8.81 | 1.24 | 2.54 | 21.17 | |||||||||||||||||
SBFG |
SB Financial Group, Inc. | 10.97 | 9.41 | 1.69 | 15.06 | 1.70 | 15.10 | 0.46 | 304.28 | 6.16 | 86.90 | 9.54 | 103.17 | 6.15 | 0.44 | 2.47 | 14.88 | |||||||||||||||||
SMBK |
SmartFinancial, Inc. | 10.22 | 7.93 | 1.01 | 9.48 | 1.07 | 10.12 | 0.18 | 467.93 | 10.96 | 99.30 | 10.15 | 131.29 | 10.27 | 0.24 | 0.98 | 10.27 | |||||||||||||||||
SFBC |
Sound Financial Bancorp, Inc. | 9.70 | 9.61 | 1.19 | 12.28 | 1.19 | 12.31 | 0.47 | 165.82 | 10.78 | 126.58 | 12.28 | 127.85 | 10.76 | 0.68 | 1.57 | 18.91 | |||||||||||||||||
SBT |
Sterling Bancorp, Inc. (Southfield, MI) | 9.57 | 9.57 | -0.16 | -1.82 | -0.16 | -1.80 | 2.71 | 76.34 | NM | 79.79 | 7.64 | 79.79 | NM | 0.00 | 0.00 | NM | |||||||||||||||||
TCBC |
TC Bancshares, Inc. | 10.12 | 10.12 | NA | 2.94 | NA | 5.05 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
TCBS |
Texas Community Bancshares, Inc. | 9.03 | 8.87 | NA | 1.91 | NA | 1.91 | 0.46 | 113.22 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
TCFC |
The Community Financial Corporation | 9.29 | 8.79 | 1.09 | 11.41 | 1.10 | 11.57 | 0.72 | 129.07 | 9.53 | 104.13 | 9.68 | 110.70 | 9.40 | 0.60 | 1.63 | 14.29 | |||||||||||||||||
FLIC |
The First of Long Island Corporation | 10.14 | 10.13 | 1.06 | 10.82 | 1.06 | 10.84 | 0.02 | NM | 11.59 | 121.25 | 12.29 | 121.31 | 11.57 | 0.76 | 3.56 | 41.30 |
UBCP |
United Bancorp, Inc. | 9.50 | 9.34 | 1.25 | 13.09 | 1.12 | 11.69 | NA | NA | 9.58 | 126.00 | 11.97 | 128.44 | 10.79 | 0.59 | 4.03 | 44.28 | |||||||||||||||||
VBFC |
Village Bank and Trust Financial Corp. | 8.22 | 8.22 | 1.76 | 23.73 | 1.83 | 24.77 | 1.12 | 42.54 | 5.51 | 116.88 | 9.60 | 116.88 | 5.28 | NA | NA | NM | |||||||||||||||||
VABK |
Virginia National Bankshares Corporation | 8.59 | 7.71 | 0.55 | 6.09 | NA | NA | 0.09 | 513.67 | 17.12 | 127.75 | 10.97 | 143.57 | NA | 1.20 | 3.14 | 53.81 | |||||||||||||||||
WMPN |
William Penn Bancorporation | 26.31 | 25.78 | 0.25 | 1.89 | 0.53 | 3.93 | 0.86 | 52.01 | NM | 86.42 | 22.73 | 88.84 | NM | 0.13 | 1.05 | 263.24 | |||||||||||||||||
ABTX |
Allegiance Bancshares, Inc. | 12.12 | 8.76 | 1.19 | 9.61 | 1.25 | 10.11 | 0.78 | 100.74 | 10.50 | 96.05 | 11.65 | 138.01 | 9.98 | 0.48 | 1.28 | 12.89 | |||||||||||||||||
AMAL |
Amalgamated Financial Corp. | 8.36 | 8.11 | 0.77 | 9.15 | 0.84 | 9.99 | 1.08 | 53.83 | 9.85 | 87.08 | 7.28 | 89.99 | 9.02 | 0.32 | 2.08 | 20.51 | |||||||||||||||||
ASRV |
AmeriServ Financial, Inc. | 8.18 | 7.24 | 0.43 | 5.33 | 0.48 | 5.95 | NA | 315.32 | 11.75 | 57.70 | 4.72 | 65.86 | 10.50 | 0.10 | 2.66 | 31.25 | |||||||||||||||||
AUBN |
Auburn National Bancorporation, Inc. | 10.23 | 10.23 | 0.86 | 7.74 | 0.88 | 7.95 | 0.06 | 813.22 | 14.76 | 115.03 | 11.77 | 115.03 | 14.37 | 1.04 | 3.02 | 44.42 | |||||||||||||||||
BWFG |
Bankwell Financial Group, Inc. | 8.41 | 8.30 | 0.68 | 8.41 | 0.79 | 9.79 | 1.84 | 39.86 | 15.59 | 123.85 | 10.41 | 125.59 | 13.45 | 0.72 | 2.41 | 31.25 | |||||||||||||||||
BCBP |
BCB Bancorp, Inc. | 8.93 | 8.76 | 1.08 | 12.47 | 0.86 | 9.90 | 1.21 | 107.90 | 8.76 | 111.13 | 9.02 | 113.80 | 11.16 | 0.64 | 4.22 | 33.53 | |||||||||||||||||
CBFV |
CB Financial Services, Inc. | 9.07 | 8.07 | -0.82 | -8.39 | 0.64 | 6.63 | 1.07 | 74.92 | NM | 96.09 | 8.71 | 109.21 | 14.01 | 0.96 | 4.08 | NM | |||||||||||||||||
CZWI |
Citizens Community Bancorp, Inc. | 9.57 | 7.62 | 1.04 | 10.85 | 1.10 | 11.50 | 1.16 | 85.03 | 8.86 | 90.71 | 8.68 | 116.40 | 8.36 | 0.23 | 1.65 | 14.65 | |||||||||||||||||
CIZN |
Citizens Holding Company | 8.19 | 7.25 | 0.56 | 6.98 | 0.50 | 6.15 | NA | NA | 12.20 | 90.33 | 7.40 | 103.14 | 13.86 | 0.96 | 5.43 | 66.21 | |||||||||||||||||
CVLY |
Codorus Valley Bancorp, Inc. | 8.91 | 8.81 | 0.72 | 7.91 | 0.76 | 8.39 | 1.84 | 53.62 | 14.11 | 109.07 | 9.72 | 110.47 | 13.30 | 0.44 | 1.97 | 31.01 | |||||||||||||||||
CBAN |
Colony Bankcorp, Inc. | 8.37 | 7.42 | 0.95 | 11.84 | 0.99 | 12.33 | 1.25 | 59.57 | 10.04 | 116.20 | 9.72 | 132.35 | 9.64 | 0.41 | 2.28 | 22.77 | |||||||||||||||||
CWBC |
Community West Bancshares | 8.98 | 8.85 | 1.19 | 13.46 | 1.19 | 13.46 | NA | NA | 9.82 | 123.72 | 11.11 | 125.73 | 9.82 | 0.28 | 2.04 | 17.86 | |||||||||||||||||
EBMT |
Eagle Bancorp Montana, Inc. | 11.24 | 9.72 | 1.52 | 12.84 | 1.54 | 13.01 | 0.41 | 212.58 | 7.86 | 100.05 | 11.24 | 117.65 | 7.75 | 0.50 | 2.22 | 14.55 | |||||||||||||||||
FDBC |
Fidelity D & D Bancorp, Inc. | 8.83 | 8.43 | 1.21 | 13.05 | NA | NA | 0.31 | 269.58 | 12.27 | 152.35 | 13.46 | 160.37 | NA | 1.20 | 2.29 | 28.04 | |||||||||||||||||
FRBA |
First Bank | 10.42 | 9.76 | 1.31 | 12.80 | 1.27 | 12.43 | 0.43 | 225.44 | 8.63 | 103.43 | 10.78 | 111.28 | 8.89 | 0.12 | 0.90 | 7.74 | |||||||||||||||||
FFWM |
First Foundation Inc. | 9.25 | 8.15 | 1.44 | 14.74 | 1.47 | 15.07 | NA | 114.62 | 10.67 | 147.89 | 13.67 | 169.73 | 10.44 | 0.36 | 1.49 | 14.98 | |||||||||||||||||
FGBI |
First Guaranty Bancshares, Inc. | 7.81 | 7.19 | 0.90 | 12.07 | 0.49 | 6.55 | 0.51 | 211.45 | 8.25 | 102.90 | 6.88 | 114.46 | 15.33 | 0.64 | 3.34 | 20.69 | |||||||||||||||||
FMBH |
First Mid Bancshares, Inc. | 10.64 | 8.43 | 0.83 | 7.15 | 1.04 | 9.05 | 0.65 | 179.54 | 16.83 | 119.52 | 12.72 | 154.52 | 13.36 | 0.88 | 2.16 | 42.98 | |||||||||||||||||
FNWB |
First Northwest Bancorp | 10.55 | 10.55 | 0.84 | 7.33 | 0.70 | 6.12 | 0.20 | 401.32 | 12.76 | 101.37 | 10.70 | 101.37 | 15.25 | 0.24 | 1.28 | 16.33 | |||||||||||||||||
GFED |
Guaranty Federal Bancshares, Inc. | 7.78 | 7.53 | 0.65 | 8.45 | 0.66 | 8.54 | 0.92 | 102.67 | 13.83 | 113.88 | 8.86 | 117.96 | 13.67 | 0.60 | 2.48 | 34.29 | |||||||||||||||||
HIFS |
Hingham Institution for Savings | 11.02 | 11.02 | 2.47 | 23.38 | 1.88 | 17.73 | 0.04 | NM | 9.74 | 200.32 | 22.08 | 200.32 | 12.84 | 2.04 | 0.67 | 8.33 | |||||||||||||||||
HMNF |
HMN Financial, Inc. | 11.00 | 10.93 | 1.53 | 13.83 | 1.53 | 13.84 | 0.19 | 536.82 | 7.46 | 98.91 | 10.88 | 99.67 | 7.46 | 0.00 | 0.00 | NM | |||||||||||||||||
ISTR |
Investar Holding Corporation | 9.38 | 7.86 | 0.83 | 8.17 | 0.76 | 7.46 | 1.03 | 78.26 | 11.94 | 92.75 | 8.70 | 112.47 | 12.68 | 0.32 | 1.43 | 14.97 | |||||||||||||||||
LARK |
Landmark Bancorp, Inc. | 10.58 | 9.30 | 1.79 | 17.10 | 1.68 | 16.07 | 1.29 | 61.97 | 6.15 | 99.28 | 10.51 | 114.57 | 6.54 | 0.80 | 2.90 | 17.59 | |||||||||||||||||
MGYR |
Magyar Bancorp, Inc. | 7.27 | 7.27 | 0.70 | 8.52 | 0.62 | 7.54 | NA | NA | 14.03 | 122.42 | 8.90 | 122.42 | 15.85 | NA | NA | NM | |||||||||||||||||
MLVF |
Malvern Bancorp, Inc. | 12.50 | 12.50 | 0.21 | 1.78 | NA | NA | 4.37 | 24.73 | NM | 95.73 | 11.96 | 95.73 | NA | 0.00 | 0.00 | NM | |||||||||||||||||
MPB |
Mid Penn Bancorp, Inc. | 9.87 | 8.10 | 1.09 | 12.94 | 1.10 | 13.03 | 0.25 | 169.50 | 6.88 | 88.91 | 8.77 | 110.47 | 6.84 | 0.80 | 3.01 | 21.19 | |||||||||||||||||
NBN |
Northeast Bank | 10.69 | 10.60 | 4.53 | 37.44 | 2.20 | 18.16 | NA | NA | 3.94 | 118.09 | 12.62 | 119.14 | 8.12 | 0.04 | 0.12 | 0.47 | |||||||||||||||||
NWFL |
Norwood Financial Corp. | 9.90 | 8.56 | 1.16 | 11.27 | 1.18 | 11.49 | 0.24 | 389.34 | 9.52 | 103.81 | 10.28 | 121.88 | 9.33 | 1.04 | 4.11 | 38.72 | |||||||||||||||||
OVBC |
Ohio Valley Banc Corp. | 11.27 | 10.74 | 1.13 | 9.87 | 1.13 | 9.86 | 0.90 | 60.99 | 9.59 | 92.16 | 10.39 | 97.33 | 9.59 | 0.84 | 3.13 | 30.00 | |||||||||||||||||
OPBK |
OP Bancorp | 9.49 | NA | 1.36 | 13.07 | 1.34 | 12.96 | 0.05 | NM | 8.34 | 102.18 | 9.70 | 105.22 | 8.42 | 0.28 | 2.73 | 22.76 | |||||||||||||||||
PNBK |
Patriot National Bancorp, Inc. | 6.84 | 6.66 | 0.04 | 0.63 | 0.29 | 4.13 | 3.17 | 35.33 | NM | 55.38 | 3.79 | 56.94 | 13.53 | 0.00 | 0.00 | NM | |||||||||||||||||
PEBK |
Peoples Bancorp of North Carolina, Inc. | 9.09 | 9.09 | 1.02 | 10.84 | 0.97 | 10.23 | 0.21 | 274.93 | 10.76 | 112.26 | 10.20 | 112.26 | 11.41 | 0.68 | 2.41 | 24.43 | |||||||||||||||||
FRST |
Primis Financial Corp. | 11.99 | 9.12 | 1.19 | 9.73 | 0.98 | 8.01 | 0.51 | 195.53 | 9.52 | 89.54 | 10.73 | 121.52 | 11.56 | 0.40 | 2.69 | 25.64 | |||||||||||||||||
PBIP |
Prudential Bancorp, Inc. | 11.68 | 11.17 | 0.54 | 4.86 | 0.48 | 4.38 | 1.17 | 89.71 | 17.85 | 84.19 | 9.83 | 88.48 | 19.82 | 0.28 | 1.99 | 35.44 | |||||||||||||||||
QCRH |
QCR Holdings, Inc. | 10.86 | 9.55 | 1.32 | 12.70 | 1.32 | 12.72 | 0.18 | 917.37 | 10.34 | 122.54 | 13.31 | 141.48 | 10.32 | 0.24 | 0.49 | 5.06 | |||||||||||||||||
RNDB |
Randolph Bancorp, Inc. | 13.53 | 13.53 | 2.95 | 21.36 | 2.99 | 21.67 | 1.09 | 80.52 | 4.94 | 106.02 | 14.35 | 106.05 | 4.87 | NA | NA | NM | |||||||||||||||||
FRBK |
Republic First Bancorp, Inc. | 5.96 | 5.88 | 0.36 | 5.35 | 0.44 | 6.59 | 0.24 | 133.68 | 17.00 | 73.58 | 3.76 | 74.85 | 12.26 | NA | NA | NM | |||||||||||||||||
SFST |
Southern First Bancshares, Inc. | 9.50 | 9.50 | 1.26 | 13.79 | 1.26 | 13.79 | 0.44 | 368.07 | 12.43 | 155.26 | 14.74 | 155.26 | 12.43 | NA | NA | NM | |||||||||||||||||
SMBC |
Southern Missouri Bancorp, Inc. | 10.50 | 9.85 | 1.79 | 17.69 | 1.81 | 17.86 | 0.42 | 364.68 | 8.52 | 139.70 | 14.66 | 149.89 | 8.44 | 0.80 | 1.80 | 12.84 | |||||||||||||||||
SSBI |
Summit State Bank | 8.76 | 8.20 | 1.52 | 17.41 | 1.52 | 17.34 | 0.29 | 437.58 | 7.46 | 123.89 | 10.85 | 133.15 | 7.49 | 0.48 | 2.98 | 22.22 | |||||||||||||||||
FBMS |
The First Bancshares, Inc. | 11.98 | 8.91 | 1.13 | 9.27 | 1.18 | 9.67 | 0.67 | 96.72 | 13.87 | 123.69 | 14.82 | 172.08 | 13.31 | 0.60 | 1.54 | 19.29 | |||||||||||||||||
TSBK |
Timberland Bancorp, Inc. | 11.69 | 10.85 | 1.72 | 14.52 | 1.73 | 14.66 | 0.27 | 305.49 | 8.64 | 117.78 | 13.77 | 128.16 | 8.56 | 0.84 | 2.93 | 31.02 | |||||||||||||||||
USCB |
U.S. Century Bank | 9.98 | 9.98 | 1.06 | 9.77 | 1.05 | 9.65 | 0.55 | 160.68 | NA | 87.54 | 7.55 | 87.54 | NA | NA | NA | NA | |||||||||||||||||
UNB |
Union Bankshares, Inc. | 7.73 | 7.53 | 1.29 | 17.34 | 1.29 | 17.34 | 0.76 | 105.33 | 11.07 | 185.09 | 14.30 | 190.22 | 11.07 | 1.32 | 3.88 | 42.67 | |||||||||||||||||
UBOH |
United Bancshares, Inc. | 11.03 | 8.48 | 1.37 | 12.42 | 1.38 | 12.53 | NA | 469.75 | 7.51 | 88.70 | 9.78 | 118.61 | 7.44 | 0.80 | 2.56 | 16.55 | |||||||||||||||||
UNTY |
Unity Bancorp, Inc. | 9.57 | 9.46 | 1.63 | 17.18 | 1.60 | 16.95 | 0.54 | 214.82 | 8.27 | 129.13 | 12.35 | 130.75 | 8.38 | 0.36 | 1.54 | 11.66 | |||||||||||||||||
VBTX |
Veritex Holdings, Inc. | 13.61 | 9.47 | 1.20 | 8.82 | 1.39 | 10.19 | 0.91 | 120.13 | 16.25 | 135.87 | 18.50 | 204.69 | 14.06 | 0.80 | 2.29 | 33.02 | |||||||||||||||||
WVFC |
WVS Financial Corp. | 11.09 | 11.09 | 0.39 | 3.40 | 0.41 | 3.53 | NA | NA | 21.93 | 79.67 | 8.84 | 79.67 | 21.13 | 0.40 | 2.46 | 54.05 | |||||||||||||||||
SRCE |
1st Source Corporation | 12.25 | 11.28 | 1.41 | 11.28 | 1.42 | 11.86 | 0.77 | 242.69 | 11.34 | 129.02 | 15.15 | 142.27 | 11.28 | 1.24 | 2.67 | 28.78 | |||||||||||||||||
AMTB |
Amerant Bancorp Inc. | 10.61 | 10.35 | 0.51 | 4.92 | 0.51 | 4.93 | 1.61 | 86.25 | 23.34 | 113.97 | 12.10 | 117.19 | 23.33 | NA | NA | NM | |||||||||||||||||
AMNB |
American National Bankshares Inc. | 10.86 | 8.27 | 1.27 | 11.25 | 1.32 | 11.71 | 0.09 | 729.74 | 9.46 | 102.96 | 11.18 | 139.14 | 9.08 | 1.08 | 3.28 | 31.03 | |||||||||||||||||
ABCB |
Ameris Bancorp | 12.96 | 8.80 | 2.07 | 15.92 | 2.14 | 16.45 | 0.60 | 139.58 | 7.93 | 118.83 | 15.40 | 183.31 | 7.68 | 0.60 | 1.24 | 9.85 | |||||||||||||||||
AROW |
Arrow Financial Corporation | 9.06 | 8.52 | 1.35 | 14.88 | 1.34 | 14.84 | 0.19 | 376.18 | 10.97 | 155.83 | 14.12 | 166.64 | 11.00 | 1.04 | 2.94 | 32.30 | |||||||||||||||||
AUB |
Atlantic Union Bankshares Corporation | 13.75 | 9.27 | 1.32 | 9.71 | NA | NA | 0.26 | 239.14 | 11.79 | 113.18 | 14.74 | 183.08 | NA | 1.12 | 2.99 | 33.33 | |||||||||||||||||
BANF |
BancFirst Corporation | 10.27 | 8.87 | 1.46 | 13.66 | 1.45 | 13.55 | 0.67 | 248.51 | 12.90 | 164.82 | 16.93 | 193.80 | 13.00 | 1.36 | 2.39 | 30.84 | |||||||||||||||||
OZK |
Bank OZK | 16.93 | 14.78 | 1.97 | 12.36 | 1.97 | 12.35 | 0.24 | 449.57 | 10.32 | 121.00 | 20.48 | 142.23 | 10.33 | 1.14 | 2.71 | 27.46 | |||||||||||||||||
BSVN |
Bank7 Corp. | 10.33 | 10.21 | 2.06 | 18.95 | 2.08 | 19.08 | 1.20 | 90.35 | 10.00 | 172.56 | 17.82 | 174.79 | 9.93 | 0.44 | 1.97 | 19.28 | |||||||||||||||||
BFIN |
BankFinancial Corporation | 10.05 | 10.05 | 0.49 | 4.51 | 0.50 | 4.67 | 0.16 | 775.68 | 21.40 | 96.20 | 9.66 | 96.20 | 20.66 | 0.40 | 3.53 | 75.47 | |||||||||||||||||
BANR |
Banner Corporation | 10.32 | 8.09 | 1.16 | 10.78 | 1.22 | 11.27 | 0.22 | 433.80 | 11.08 | 115.09 | 11.87 | 150.31 | 10.59 | 1.64 | 2.95 | 32.67 | |||||||||||||||||
BCML |
BayCom Corp | 10.82 | 9.02 | 0.78 | 6.92 | 0.84 | 7.48 | 0.38 | 197.70 | 11.21 | 73.63 | 7.97 | 90.13 | 10.38 | NA | NA | NM | |||||||||||||||||
BLFY |
Blue Foundry Bancorp | 7.95 | 7.95 | NA | -2.52 | NA | NA | NA | 125.07 | NA | 0.66 | 0.05 | 0.66 | NA | NA | NA | NA | |||||||||||||||||
BOKF |
BOK Financial Corporation | 11.36 | 9.13 | 1.24 | 11.82 | 1.26 | 12.06 | 0.48 | 183.00 | 9.77 | 112.64 | 12.74 | 143.74 | 9.60 | 2.08 | 2.39 | 23.37 | |||||||||||||||||
BRKL |
Brookline Bancorp, Inc. | 11.49 | 9.75 | 1.18 | 10.95 | 1.19 | 11.04 | 0.58 | 219.07 | 11.12 | 118.74 | 13.64 | 142.68 | 11.03 | 0.48 | 3.27 | 35.61 | |||||||||||||||||
BFST |
Business First Bancshares, Inc. | 9.97 | 8.41 | 1.28 | 13.09 | 1.20 | 12.25 | 0.41 | 237.10 | 9.14 | 112.60 | 11.22 | 135.69 | 9.77 | 0.48 | 2.05 | 17.19 | |||||||||||||||||
CFFI |
C&F Financial Corporation | 9.31 | 8.15 | 1.46 | 16.23 | 1.53 | 16.47 | 0.31 | 689.15 | 6.56 | 95.51 | 8.86 | 110.52 | 6.24 | 1.60 | 2.99 | 19.12 | |||||||||||||||||
CALB |
California BanCorp | 7.69 | NA | 0.48 | 6.74 | 0.48 | 6.77 | 0.07 | NM | 15.84 | 101.59 | 7.81 | NA | 15.79 | NA | NA | NM | |||||||||||||||||
CAC |
Camden National Corporation | 10.59 | 8.87 | 1.45 | 13.85 | 1.49 | 14.20 | 0.17 | 381.62 | 9.63 | 128.01 | 13.56 | 155.77 | 9.39 | 1.44 | 3.08 | 28.45 | |||||||||||||||||
CBNK |
Capital Bancorp, Inc. | 8.23 | 8.23 | 1.93 | 23.22 | 1.92 | 23.13 | 0.56 | 276.17 | 8.98 | 184.89 | 15.23 | 184.89 | 9.01 | 0.20 | 0.84 | 1.89 | |||||||||||||||||
CCBG |
Capital City Bank Group, Inc. | 8.90 | 6.73 | 1.23 | 13.04 | 0.98 | 10.95 | 0.38 | 157.25 | 11.10 | 116.00 | 9.76 | 160.64 | 15.22 | 0.60 | 2.60 | 28.37 | |||||||||||||||||
CFFN |
Capitol Federal Financial, Inc. | 12.83 | 12.70 | 0.79 | 5.88 | 0.78 | 5.83 | NA | NA | 20.93 | 129.12 | 16.56 | 130.55 | 21.13 | 0.34 | 2.95 | 158.18 | |||||||||||||||||
CSTR |
Capstar Financial Holdings, Inc. | 11.20 | 9.83 | 1.32 | 11.74 | 1.49 | 13.25 | 0.19 | 386.97 | 11.31 | 126.86 | 14.21 | 146.72 | 10.02 | 0.24 | 1.17 | 12.09 | |||||||||||||||||
CARE |
Carter Bankshares, Inc. | 9.69 | 9.69 | -0.96 | -9.49 | 0.14 | 1.43 | 3.33 | 94.42 | NM | 78.58 | 7.61 | 78.58 | NM | 0.00 | 0.00 | NM | |||||||||||||||||
CATY |
Cathay General Bancorp | 12.67 | 10.94 | 1.46 | 11.49 | 1.48 | 11.66 | 0.52 | 138.10 | 11.23 | 124.92 | 15.83 | 147.59 | 11.06 | 1.24 | 3.16 | 35.53 | |||||||||||||||||
CBTX |
CBTX, Inc. | 13.68 | 11.84 | 0.97 | 7.01 | 0.97 | 7.01 | 1.30 | 70.47 | 16.96 | 116.31 | 15.91 | 137.23 | 16.96 | 0.52 | 1.97 | 29.49 | |||||||||||||||||
CHMG |
Chemung Financial Corporation | 8.57 | 7.72 | 1.06 | 12.21 | 1.06 | 12.23 | 0.63 | 139.28 | 9.01 | 105.84 | 9.07 | 118.57 | 9.00 | 1.24 | 2.68 | 22.18 | |||||||||||||||||
CHCO |
City Holding Company | 11.78 | 9.98 | 1.48 | 12.01 | 1.46 | 11.84 | 0.58 | 61.11 | 14.83 | 175.77 | 20.71 | 211.63 | 15.03 | 2.32 | 2.95 | 43.50 | |||||||||||||||||
CCNE |
CNB Financial Corporation | 8.35 | 7.56 | 0.91 | 10.73 | 1.11 | 13.09 | 0.81 | 89.12 | 10.42 | 113.92 | 8.33 | 129.30 | 8.40 | 0.68 | 2.71 | 28.22 | |||||||||||||||||
CCB |
Coastal Financial Corporation | 7.68 | 7.68 | 1.17 | 15.31 | 1.11 | 14.61 | 0.03 | NM | 16.72 | 230.65 | 17.71 | 230.65 | 17.51 | NA | NA | NM | |||||||||||||||||
COLB |
Columbia Banking System, Inc. | 12.95 | 8.97 | 1.25 | 9.06 | 1.29 | 9.34 | 0.18 | 453.92 | 12.38 | 112.29 | 14.54 | 169.64 | 12.01 | 1.12 | 3.07 | 37.97 | |||||||||||||||||
CBSH |
Commerce Bancshares, Inc. | 10.32 | 9.95 | 1.75 | 16.75 | 1.58 | 15.17 | 0.36 | 142.16 | 15.01 | 234.45 | 24.14 | 244.27 | 16.72 | 1.05 | 1.50 | 22.17 | |||||||||||||||||
CTBI |
Community Trust Bancorp, Inc. | 12.45 | 11.39 | 1.55 | 12.28 | 1.54 | 12.20 | 1.56 | 52.28 | 9.12 | 107.91 | 13.44 | 119.34 | 9.18 | 1.60 | 3.86 | 34.25 | |||||||||||||||||
CNOB |
ConnectOne Bancorp, Inc. | 12.52 | 9.97 | 1.54 | 12.61 | 1.55 | 12.70 | 1.16 | 88.18 | 10.15 | 121.00 | 15.14 | 156.38 | 10.08 | 0.44 | 1.50 | 13.84 | |||||||||||||||||
CFB |
CrossFirst Bankshares, Inc. | 12.00 | 11.99 | 0.78 | 7.01 | 0.74 | 6.66 | NA | NA | 15.87 | 105.33 | 12.64 | 105.35 | 16.70 | NA | NA | NM |
CVBF |
CVB Financial Corp. | 13.23 | 9.17 | 1.48 | 10.53 | 1.49 | 10.60 | 0.11 | 415.57 | 12.96 | 134.53 | 17.79 | 202.98 | 12.87 | 0.72 | 3.54 | 45.86 | |||||||||||||||||
DCOM |
Dime Community Bancshares, Inc. | 9.48 | 8.29 | 0.56 | 5.67 | 1.08 | 10.96 | 0.23 | 322.48 | 24.83 | 125.71 | 10.86 | 148.21 | 10.85 | 0.96 | 2.89 | 69.95 | |||||||||||||||||
EWBC |
East West Bancorp, Inc. | 9.27 | 8.55 | 1.39 | 14.29 | 1.39 | 14.26 | 0.62 | 172.00 | 13.53 | 182.71 | 16.93 | 199.64 | 13.56 | 1.32 | 1.85 | 23.96 | |||||||||||||||||
EBC |
Eastern Bankshares, Inc. | 20.12 | 18.30 | 0.42 | 2.30 | 0.94 | 5.09 | 0.46 | 135.05 | NA | 106.37 | 21.41 | 119.64 | NA | 0.32 | 1.64 | NA | |||||||||||||||||
EBTC |
Enterprise Bancorp, Inc. | 7.66 | 7.54 | 1.01 | 12.69 | 1.02 | 12.79 | 0.99 | 121.23 | 9.58 | 117.66 | 9.02 | 119.66 | 9.50 | 0.74 | 2.23 | 21.04 | |||||||||||||||||
EFSC |
Enterprise Financial Services Corp | 10.81 | 8.32 | 1.22 | 11.27 | 1.37 | 12.62 | 0.42 | 324.97 | 11.79 | 127.24 | 13.75 | 169.93 | 10.51 | 0.76 | 1.67 | 18.86 | |||||||||||||||||
EQBK |
Equity Bancshares, Inc. | 9.68 | 8.68 | -1.17 | -11.27 | 0.92 | 8.92 | 1.56 | 91.24 | NM | 110.36 | 10.68 | 124.43 | 12.39 | NA | NA | NM | |||||||||||||||||
ESSA |
ESSA Bancorp, Inc. | 10.93 | 10.23 | 0.85 | 8.29 | 0.84 | 8.15 | 1.20 | 82.19 | 10.36 | 87.96 | 9.62 | 94.80 | 10.55 | 0.48 | 2.90 | 28.75 | |||||||||||||||||
FITB |
Fifth Third Bancorp | 11.16 | 9.23 | 1.27 | 11.26 | 1.23 | 10.95 | 0.56 | 182.99 | 10.97 | 127.22 | 13.02 | 161.10 | 11.29 | 1.08 | 2.87 | 31.49 | |||||||||||||||||
FISI |
Financial Institutions, Inc. | 9.20 | 7.91 | 1.33 | 14.38 | 1.34 | 14.52 | NA | NA | 7.60 | 105.00 | 9.35 | 124.71 | 7.52 | 1.08 | 3.47 | 25.85 | |||||||||||||||||
FBNC |
First Bancorp | 11.03 | 8.38 | 1.41 | 11.78 | 1.44 | 11.99 | 0.51 | 158.52 | 11.44 | 131.92 | 14.55 | 178.73 | 11.24 | 0.80 | 1.91 | 20.77 | |||||||||||||||||
BUSE |
First Busey Corporation | 10.84 | 8.00 | 1.18 | 9.89 | 1.32 | 11.10 | 0.27 | 315.48 | 10.25 | 98.71 | 10.70 | 138.03 | 9.13 | 0.92 | 3.90 | 39.57 | |||||||||||||||||
FBIZ |
First Business Financial Services, Inc. | 7.73 | 7.35 | 1.10 | 13.61 | 1.10 | 13.61 | 0.41 | 223.69 | 8.69 | 110.95 | 8.57 | 117.05 | 8.69 | 0.72 | 2.53 | 21.49 | |||||||||||||||||
FCNC.A |
First Citizens BancShares, Inc. | 8.11 | 7.48 | 1.14 | 13.82 | 1.05 | 12.66 | NA | NA | 14.80 | 201.10 | 15.17 | 221.19 | 16.21 | 1.88 | 0.22 | 3.28 | |||||||||||||||||
FCBC |
First Community Bankshares, Inc. | 13.66 | 9.74 | 1.57 | 11.27 | 1.61 | 11.54 | 1.07 | 99.05 | 11.73 | 128.41 | 17.54 | 188.26 | 11.46 | 1.08 | 3.41 | 37.78 | |||||||||||||||||
FFBC |
First Financial Bancorp. | 14.15 | 8.46 | 1.17 | 8.33 | 1.30 | 9.21 | 0.62 | 162.12 | 12.24 | 99.10 | 14.02 | 176.77 | 11.08 | 0.92 | 3.93 | 48.17 | |||||||||||||||||
FFIN |
First Financial Bankshares, Inc. | 13.95 | 11.68 | 2.03 | 13.64 | 2.04 | 13.71 | 0.24 | 208.45 | 30.90 | 401.50 | 56.02 | 492.39 | 30.75 | 0.60 | 1.24 | 35.67 | |||||||||||||||||
THFF |
First Financial Corporation | 12.37 | 10.75 | 1.30 | 9.81 | 1.31 | 9.89 | 0.42 | 237.73 | 9.30 | 89.98 | 11.13 | 105.54 | 9.23 | 1.06 | 2.61 | 24.31 | |||||||||||||||||
FFNW |
First Financial Northwest, Inc. | 11.30 | 11.19 | 0.79 | 7.02 | 0.80 | 7.08 | 0.29 | 408.06 | 14.25 | 97.87 | 11.06 | 98.88 | 14.13 | 0.44 | 2.68 | 37.39 | |||||||||||||||||
FHB |
First Hawaiian, Inc. | 11.26 | 7.47 | 1.18 | 10.00 | 1.20 | 10.13 | 0.19 | 371.16 | 13.12 | 128.86 | 14.52 | 202.76 | 12.94 | 1.04 | 3.81 | 50.00 | |||||||||||||||||
INBK |
First Internet Bancorp | 8.53 | 8.39 | 1.01 | 12.99 | 0.96 | 12.36 | 0.27 | 274.70 | 6.97 | 83.09 | 7.09 | 84.64 | 7.32 | 0.24 | 0.79 | 5.53 | |||||||||||||||||
FIBK |
First Interstate BancSystem, Inc. | 10.41 | 6.99 | 1.07 | 9.59 | 1.12 | 10.08 | 0.18 | 415.64 | 14.96 | 143.62 | 14.95 | 221.99 | 14.23 | 1.64 | 3.61 | 52.96 | |||||||||||||||||
FRME |
First Merchants Corporation | 12.54 | 9.05 | 1.32 | 10.11 | 1.34 | 10.26 | 0.39 | 343.34 | 12.03 | 119.30 | 14.96 | 172.04 | 11.85 | 1.16 | 2.80 | 31.98 | |||||||||||||||||
FUNC |
First United Corporation | 7.40 | 6.82 | 1.00 | 13.37 | 1.11 | 14.91 | 1.00 | 157.74 | 7.14 | 90.49 | 6.70 | 98.82 | 6.41 | 0.60 | 3.36 | 22.40 | |||||||||||||||||
MYFW |
First Western Financial, Inc. | 8.36 | 7.24 | 1.35 | 17.11 | 1.37 | 17.38 | 0.16 | 402.31 | 8.13 | 128.50 | 10.74 | 150.18 | 8.01 | NA | NA | NM | |||||||||||||||||
FSBC |
Five Star Bancorp | 9.38 | 9.38 | NA | 28.75 | NA | 29.19 | 0.02 | NM | 7.39 | 196.47 | 18.43 | 196.47 | 7.30 | 0.60 | 2.41 | 4.45 | |||||||||||||||||
FFIC |
Flushing Financial Corporation | 8.03 | NA | 0.72 | 9.16 | 0.77 | 9.85 | 0.37 | 140.24 | 12.47 | 107.23 | 8.61 | 113.58 | 11.59 | 0.84 | 3.70 | 57.69 | |||||||||||||||||
FULT |
Fulton Financial Corporation | 10.33 | 8.44 | 0.97 | 9.80 | 1.02 | 10.29 | NA | NA | 10.56 | 102.61 | 9.91 | 130.67 | 10.04 | 0.56 | 3.56 | 38.93 | |||||||||||||||||
GABC |
German American Bancorp, Inc. | 12.13 | 9.96 | 1.56 | 12.75 | 1.59 | 13.00 | 0.34 | 228.62 | 12.77 | 155.68 | 18.89 | 194.41 | 12.53 | 0.84 | 2.21 | 27.52 | |||||||||||||||||
GBCI |
Glacier Bancorp, Inc. | 11.49 | 8.98 | 1.71 | 13.82 | 1.76 | 14.24 | 0.40 | 186.15 | 16.07 | 217.07 | 24.94 | 285.55 | 15.59 | 1.28 | 2.39 | 41.44 | |||||||||||||||||
GSBC |
Great Southern Bancorp, Inc. | 11.29 | 11.19 | 1.28 | 11.18 | 1.31 | 11.46 | 0.15 | 822.65 | 10.51 | 115.38 | 13.02 | 116.57 | 10.25 | 1.36 | 2.56 | 26.88 | |||||||||||||||||
GNTY |
Guaranty Bancshares, Inc. | 9.81 | 8.73 | 1.51 | 15.07 | 1.52 | 15.24 | 0.46 | 240.31 | 9.84 | 140.43 | 13.78 | 159.71 | 9.74 | 0.80 | 2.39 | 22.43 | |||||||||||||||||
HWC |
Hancock Whitney Corporation | 10.15 | 7.70 | 1.12 | 11.07 | 1.18 | 11.66 | 0.28 | 457.39 | 10.50 | 109.57 | 11.12 | 148.48 | 9.96 | 1.08 | 2.40 | 31.54 | |||||||||||||||||
HAFC |
Hanmi Financial Corporation | 9.17 | 8.99 | 1.12 | 12.08 | 1.10 | 11.89 | 0.40 | 321.91 | 8.33 | 95.81 | 8.78 | 97.89 | 8.46 | 0.48 | 2.55 | 18.58 | |||||||||||||||||
HONE |
HarborOne Bancorp, Inc. | 15.28 | 13.91 | 1.42 | 9.07 | 1.42 | 9.10 | 0.93 | 120.31 | 11.57 | 108.79 | 16.62 | 121.45 | 11.53 | 0.20 | 1.45 | 13.45 | |||||||||||||||||
HWBK |
Hawthorn Bancshares, Inc. | 7.99 | 7.99 | 1.22 | 16.17 | 1.22 | 16.13 | 2.81 | 51.91 | 7.27 | 110.43 | 8.82 | 110.43 | 7.29 | 0.60 | 2.63 | 17.36 | |||||||||||||||||
HBT |
HBT Financial, Inc. | 9.44 | 8.84 | 1.41 | 14.46 | 1.45 | 14.86 | 0.46 | 258.25 | 8.33 | 115.37 | 10.89 | 123.97 | 8.10 | 0.60 | 3.81 | 31.75 | |||||||||||||||||
HTLF |
Heartland Financial USA, Inc. | 11.76 | 8.70 | 1.19 | 10.34 | 1.23 | 10.69 | 0.44 | 162.95 | 9.74 | 96.82 | 10.86 | 138.25 | 9.42 | 1.00 | 2.13 | 18.46 | |||||||||||||||||
HTBK |
Heritage Commerce Corp | 11.50 | 8.18 | 0.90 | 7.40 | 0.95 | 7.82 | 0.11 | 816.42 | 15.79 | 117.32 | 13.49 | 171.08 | 14.94 | 0.52 | 4.57 | 72.22 | |||||||||||||||||
HFWA |
Heritage Financial Corporation | 12.05 | 8.81 | 1.45 | 12.05 | 1.46 | 12.09 | NA | NA | 9.15 | 104.66 | 12.61 | 148.43 | 9.12 | 0.80 | 3.22 | 29.41 | |||||||||||||||||
HBCP |
Home Bancorp, Inc. | 12.22 | 10.19 | 1.62 | 13.21 | 1.67 | 13.63 | 0.73 | 139.05 | 7.32 | 94.08 | 11.50 | 115.45 | 7.10 | 0.92 | 2.51 | 18.00 | |||||||||||||||||
HOMB |
Home Bancshares, Inc. (Conway, AR) | 15.30 | 10.20 | 1.91 | 12.43 | 1.87 | 12.13 | 0.38 | 368.04 | 11.12 | 132.33 | 20.24 | 210.45 | 11.39 | 0.56 | 2.58 | 28.72 | |||||||||||||||||
HMST |
HomeStreet, Inc. | 9.89 | 9.48 | 1.52 | 15.63 | 1.63 | 16.69 | NA | NA | 7.96 | 119.60 | 11.83 | 125.32 | 7.47 | 1.00 | 2.45 | 17.58 | |||||||||||||||||
HTBI |
HomeTrust Bancshares, Inc. | 11.25 | 10.59 | 0.42 | 3.88 | 0.96 | 8.77 | 0.48 | 211.12 | 29.46 | 116.18 | 13.07 | 124.32 | 13.05 | 0.32 | 1.16 | 34.04 | |||||||||||||||||
HOPE |
Hope Bancorp, Inc. | 11.98 | 9.53 | 0.92 | 7.62 | 0.92 | 7.66 | 1.02 | 116.68 | 11.02 | 82.08 | 9.83 | 106.08 | 10.97 | 0.56 | 4.03 | 44.44 | |||||||||||||||||
HBNC |
Horizon Bancorp, Inc. | 11.63 | 9.06 | 1.43 | 12.32 | 1.47 | 12.66 | 0.39 | 249.30 | 9.47 | 112.48 | 13.08 | 148.52 | 9.21 | 0.52 | 2.86 | 26.04 | |||||||||||||||||
HBAN |
Huntington Bancshares Incorporated | 11.72 | 8.80 | 0.91 | 8.36 | 1.13 | 10.40 | 0.89 | 145.12 | 15.22 | 123.41 | 12.65 | 180.83 | 12.15 | 0.60 | 4.07 | 61.86 | |||||||||||||||||
INDB |
Independent Bank Corp. | 12.27 | 8.89 | 1.11 | 8.70 | 1.15 | 9.02 | 0.47 | 152.34 | 17.20 | 147.17 | 18.06 | 210.94 | 16.61 | 1.92 | 2.47 | 41.69 | |||||||||||||||||
IBCP |
Independent Bank Corporation | 8.88 | 8.21 | 1.67 | 18.77 | 1.73 | 19.42 | 1.01 | 102.94 | 6.44 | 113.36 | 10.06 | 123.37 | 6.23 | 0.84 | 4.05 | 25.78 | |||||||||||||||||
IBTX |
Independent Bank Group, Inc. | 13.78 | 8.45 | 1.35 | 9.50 | 1.41 | 9.93 | 0.29 | 294.88 | 12.78 | 118.93 | 16.39 | 206.15 | 12.23 | 1.36 | 1.94 | 22.99 | |||||||||||||||||
IBOC |
International Bancshares Corporation | NA | NA | 1.66 | NA | 1.66 | 10.83 | NA | NA | 11.32 | 115.53 | NA | 131.82 | 11.44 | 1.20 | 2.88 | 46.20 | |||||||||||||||||
KRNY |
Kearny Financial Corp. | 14.32 | NA | 0.86 | 5.79 | 0.90 | 6.03 | NA | NA | 16.95 | 98.81 | 14.15 | 125.98 | 16.29 | 0.40 | 3.07 | 48.05 | |||||||||||||||||
LBAI |
Lakeland Bancorp, Inc. | 10.14 | 8.29 | 1.10 | 10.98 | 1.10 | 11.05 | 0.33 | 230.40 | 10.13 | 104.93 | 10.64 | 131.12 | 10.07 | 0.54 | 3.27 | 31.90 | |||||||||||||||||
LKFN |
Lakeland Financial Corporation | 10.87 | 10.80 | 1.62 | 14.61 | 1.60 | 14.41 | 0.27 | 455.35 | 18.02 | 249.58 | 27.12 | 251.43 | 18.25 | 1.36 | 2.03 | 35.58 | |||||||||||||||||
LEVL |
Level One Bancorp, Inc. | 8.99 | 7.58 | 1.18 | 13.79 | 1.18 | 13.90 | 0.58 | 159.73 | 7.52 | 103.05 | 8.38 | 127.24 | 7.46 | 0.24 | 0.88 | 6.06 | |||||||||||||||||
LOB |
Live Oak Bancshares, Inc. | 7.97 | NA | 2.05 | 28.08 | 1.62 | 22.22 | 0.62 | 114.04 | 15.21 | 378.45 | 30.18 | NA | 19.18 | 0.12 | 0.21 | 3.17 | |||||||||||||||||
LBC |
Luther Burbank Corporation | 8.80 | 8.76 | 0.88 | 10.08 | 1.00 | 11.41 | 0.03 | NM | 10.65 | 103.77 | 9.13 | 104.31 | 9.39 | 0.48 | 3.76 | 24.38 | |||||||||||||||||
MCBC |
Macatawa Bank Corporation | 8.44 | 8.44 | 1.19 | 13.31 | 1.19 | 13.31 | 0.27 | 299.31 | 8.87 | 113.65 | 9.59 | 113.65 | 8.87 | 0.32 | 3.88 | 34.41 | |||||||||||||||||
MBWM |
Mercantile Bank Corporation | 9.50 | 8.51 | 1.26 | 13.00 | 1.30 | 13.42 | 0.50 | 152.26 | 9.03 | 112.29 | 10.67 | 126.67 | 8.75 | 1.20 | 3.79 | 33.05 | |||||||||||||||||
MRBK |
Meridian Corporation | 8.95 | 8.71 | 2.18 | 27.24 | 2.13 | 26.60 | 0.62 | 171.90 | 4.57 | 110.11 | 9.85 | 113.35 | 4.68 | 0.50 | 1.83 | 25.13 | |||||||||||||||||
CASH |
Meta Financial Group, Inc. | 12.43 | 7.93 | 1.74 | 17.22 | 1.77 | 17.49 | NA | NA | 11.48 | 178.79 | 22.19 | 294.82 | 11.25 | 0.20 | 0.41 | 4.68 | |||||||||||||||||
MCBS |
MetroCity Bankshares, Inc. | 10.50 | 10.10 | 2.39 | 19.03 | 2.39 | 19.03 | 0.56 | 147.82 | 11.68 | 202.40 | 21.24 | 211.32 | 11.68 | 0.48 | 2.30 | 22.91 | |||||||||||||||||
MSBI |
Midland States Bancorp, Inc. | 9.78 | 7.12 | 0.70 | 7.47 | 1.01 | 10.79 | 1.16 | 95.73 | 12.38 | 87.63 | 8.57 | 123.92 | 10.16 | 1.12 | 4.41 | 54.02 | |||||||||||||||||
MOFG |
MidWestOne Financial Group, Inc. | 9.22 | 7.86 | 0.65 | 6.90 | 1.18 | 12.58 | 0.76 | 112.21 | 13.20 | 88.98 | 8.21 | 105.94 | 7.26 | 0.90 | 3.04 | 39.96 | |||||||||||||||||
NBTB |
NBT Bancorp Inc. | 10.58 | 8.28 | 1.35 | 12.65 | 1.40 | 13.20 | NA | NA | 10.65 | 128.76 | 13.63 | 168.84 | 10.20 | 1.12 | 3.09 | 31.96 | |||||||||||||||||
NTRS |
Northern Trust Corporation | 6.86 | 6.42 | 0.86 | 11.11 | 0.90 | 11.61 | 0.08 | 119.96 | 19.56 | 218.34 | 13.93 | 235.81 | 18.68 | 2.80 | 2.44 | 47.78 | |||||||||||||||||
NFBK |
Northfield Bancorp, Inc. (Staten Island, NY) | 13.88 | 13.21 | 1.09 | 7.98 | 1.17 | 8.55 | 0.29 | 251.12 | 13.62 | 111.24 | 15.44 | 117.74 | 12.72 | 0.52 | 3.16 | 39.67 | |||||||||||||||||
NRIM |
Northrim BanCorp, Inc. | 9.67 | 9.07 | 1.94 | 18.84 | NA | NA | 0.75 | 114.87 | 5.95 | 104.37 | 10.09 | 111.94 | NA | 1.48 | 3.71 | 21.49 | |||||||||||||||||
NWBI |
Northwest Bancshares, Inc. | 11.02 | 8.48 | 1.16 | 10.49 | 1.11 | 10.00 | 1.58 | 52.09 | 10.23 | 106.36 | 11.72 | 142.12 | 10.71 | 0.80 | 6.11 | 60.94 | |||||||||||||||||
OCFC |
OceanFirst Financial Corp. | 13.14 | 9.01 | 0.79 | 6.14 | 0.71 | 5.52 | 0.37 | 128.30 | 14.50 | 87.16 | 11.08 | 135.91 | 16.24 | 0.68 | 3.21 | 46.58 | |||||||||||||||||
ONB |
Old National Bancorp | 12.63 | 8.47 | 1.31 | 10.24 | 1.43 | 11.16 | 0.60 | 76.81 | 9.11 | 91.37 | 11.54 | 142.78 | 8.36 | 0.56 | 3.40 | 30.94 | |||||||||||||||||
OSBC |
Old Second Bancorp, Inc. | 9.72 | 9.15 | 1.27 | 12.83 | 1.28 | 12.96 | 0.76 | 124.60 | 9.01 | 107.22 | 10.42 | 114.68 | 8.92 | 0.20 | 1.69 | 9.16 | |||||||||||||||||
OBNK |
Origin Bancorp, Inc. | 9.47 | 9.09 | 1.17 | 12.91 | 1.14 | 12.58 | 0.55 | 220.14 | 11.35 | 137.96 | 13.06 | 144.25 | 11.65 | 0.52 | 1.29 | 12.92 | |||||||||||||||||
PPBI |
Pacific Premier Bancorp, Inc. | 13.70 | 9.36 | 1.48 | 10.96 | 1.52 | 11.25 | NA | NA | 12.48 | 131.85 | 18.07 | 202.67 | 12.16 | 1.32 | 3.37 | 39.49 | |||||||||||||||||
PACW |
PacWest Bancorp | 11.03 | 7.80 | 1.60 | 13.71 | 1.64 | 13.98 | 0.25 | 310.18 | 9.82 | 126.99 | 14.01 | 186.16 | 9.63 | 1.00 | 2.45 | 24.04 | |||||||||||||||||
PCB |
PCB Bancorp | 11.60 | 11.57 | 1.39 | 11.79 | 1.39 | 11.79 | 0.10 | NM | 11.01 | 122.53 | 14.21 | 122.83 | 11.01 | 0.48 | 2.44 | 23.46 | |||||||||||||||||
PGC |
Peapack-Gladstone Financial Corporation | 9.30 | 8.62 | 0.74 | 8.43 | 0.86 | 9.76 | 0.11 | NM | 14.49 | 115.54 | 10.74 | 125.61 | 12.51 | 0.20 | 0.61 | 8.77 | |||||||||||||||||
PWOD |
Penns Woods Bancorp, Inc. | 8.80 | 7.95 | 0.83 | 9.48 | 0.77 | 8.73 | 0.77 | 99.68 | 10.81 | 100.19 | 8.82 | 112.06 | 11.68 | 1.28 | 5.41 | 58.45 | |||||||||||||||||
PEBO |
Peoples Bancorp Inc. | 11.55 | 7.56 | 1.14 | 9.83 | 1.29 | 11.18 | 0.69 | 138.03 | 10.94 | 105.10 | 12.14 | 167.99 | 9.62 | 1.44 | 4.60 | 49.65 | |||||||||||||||||
PFIS |
Peoples Financial Services Corp. | 10.84 | 8.89 | 1.20 | 10.89 | 1.18 | 10.69 | 0.28 | 323.95 | 9.58 | 101.07 | 10.95 | 125.90 | 9.75 | 1.52 | 3.33 | 31.09 | |||||||||||||||||
PNFP |
Pinnacle Financial Partners, Inc. | 14.41 | 9.67 | 1.39 | 9.76 | 1.42 | 9.98 | 0.18 | 492.94 | 15.28 | 146.17 | 20.28 | 235.91 | 14.94 | 0.72 | 0.77 | 11.40 | |||||||||||||||||
BPOP |
Popular, Inc. | 8.00 | 7.12 | 1.25 | 14.81 | 1.19 | 14.14 | 3.03 | 36.88 | 7.61 | 104.73 | 8.35 | 118.92 | 7.97 | 1.80 | 2.39 | 17.21 | |||||||||||||||||
PFBC |
Preferred Bank | 10.02 | 10.01 | 1.55 | 15.27 | 1.56 | 15.38 | 0.82 | 139.85 | 11.21 | 162.32 | 16.27 | 162.52 | 11.13 | 1.52 | 2.51 | 25.14 | |||||||||||||||||
PFC |
Premier Financial Corp. | 13.53 | 9.42 | 1.78 | 13.38 | 1.89 | 14.21 | 0.62 | 151.09 | 8.59 | 107.19 | 14.51 | 161.38 | 8.09 | 1.08 | 3.64 | 28.70 | |||||||||||||||||
PFHD |
Professional Holding Corp. | 8.71 | 7.78 | 0.80 | 8.23 | 0.86 | 8.88 | 0.12 | 344.17 | 15.20 | 113.90 | 9.92 | 128.86 | 14.06 | NA | NA | NM | |||||||||||||||||
PROV |
Provident Financial Holdings, Inc. | 10.75 | 10.75 | 0.64 | 6.05 | 0.48 | 4.51 | 0.81 | 79.48 | 17.30 | 102.50 | 11.02 | 102.50 | 23.22 | 0.56 | 3.24 | 56.00 | |||||||||||||||||
RBB |
RBB Bancorp | 11.37 | 9.58 | 1.32 | 10.56 | 1.35 | 10.88 | 0.50 | 162.93 | 11.20 | 112.18 | 12.75 | 135.87 | 10.93 | 0.52 | 2.03 | 20.52 | |||||||||||||||||
RRBI |
Red River Bancshares, Inc. | 10.18 | 10.13 | 1.17 | 10.85 | 1.16 | 10.75 | 0.18 | 474.17 | 12.01 | 125.72 | 12.79 | 126.38 | 12.11 | 0.28 | 0.55 | 6.18 |
RNST |
Renasant Corporation | 13.75 | 8.21 | 1.05 | 7.42 | 1.14 | 8.01 | 0.53 | 216.79 | 12.34 | 89.32 | 12.28 | 159.34 | 11.44 | 0.88 | 2.52 | 31.10 | |||||||||||||||||
RBCA.A |
Republic Bancorp, Inc. | 13.67 | 13.44 | 1.45 | 10.93 | 1.19 | 8.98 | 0.56 | 183.03 | 11.46 | 122.05 | 16.68 | 124.45 | 13.95 | 1.23 | 2.46 | 27.69 | |||||||||||||||||
RVSB |
Riverview Bancorp, Inc. | 9.71 | 8.14 | 1.06 | 10.31 | 1.04 | 10.13 | 0.14 | 792.34 | 10.56 | 104.88 | 10.18 | 127.31 | 10.75 | 0.20 | 2.71 | 28.57 | |||||||||||||||||
STBA |
S&T Bancorp, Inc. | 12.52 | 8.86 | 1.10 | 8.73 | 1.11 | 8.83 | 1.35 | 86.37 | 11.63 | 99.33 | 12.43 | 146.22 | 11.50 | 1.12 | 3.73 | 43.41 | |||||||||||||||||
SASR |
Sandy Spring Bancorp, Inc. | 12.09 | 9.28 | 1.83 | 16.04 | 1.88 | 16.48 | 0.73 | 132.40 | 8.67 | 128.68 | 15.55 | 172.87 | 8.44 | 1.28 | 3.01 | 25.71 | |||||||||||||||||
SBCF |
Seacoast Banking Corporation of Florida | 12.69 | 10.45 | 1.38 | 10.46 | 1.50 | 11.33 | 0.53 | 219.52 | 14.97 | 148.08 | 18.79 | 184.49 | 13.80 | 0.52 | 1.65 | 12.32 | |||||||||||||||||
SHBI |
Shore Bancshares, Inc. | 9.37 | 8.55 | 0.80 | 7.73 | 0.83 | 8.09 | 0.49 | 146.70 | 13.61 | 102.27 | 9.58 | 113.08 | 13.01 | 0.48 | 2.78 | 37.80 | |||||||||||||||||
BSRR |
Sierra Bancorp | 10.93 | 10.08 | 1.32 | 12.25 | 1.32 | 12.23 | 0.58 | 90.98 | 8.80 | 103.91 | 11.36 | 113.81 | 8.82 | 0.88 | 3.65 | 30.66 | |||||||||||||||||
SBNY |
Signature Bank | 7.06 | 7.05 | 0.94 | 12.37 | 0.94 | 12.41 | 0.47 | 119.58 | 19.38 | 231.49 | 14.77 | 232.25 | 19.31 | 2.24 | 0.91 | 17.65 | |||||||||||||||||
SFNC |
Simmons First National Corporation | 12.98 | 8.36 | 1.17 | 8.81 | 1.08 | 8.20 | 0.43 | 268.23 | 11.98 | 102.52 | 13.30 | 167.52 | 12.87 | 0.72 | 2.51 | 29.58 | |||||||||||||||||
SPFI |
South Plains Financial, Inc. | 10.58 | 9.94 | 1.68 | 16.82 | 1.73 | 17.26 | 0.37 | 336.36 | 6.81 | 104.65 | 11.07 | 112.14 | 6.64 | 0.36 | 1.58 | 7.76 | |||||||||||||||||
SSB |
South State Corporation | 11.78 | 7.84 | 1.11 | 9.20 | 1.46 | 12.13 | 0.26 | 349.64 | 11.46 | 101.68 | 11.98 | 159.58 | 8.69 | 1.96 | 2.85 | 31.67 | |||||||||||||||||
SSBK |
Southern States Bancshares, Inc. | 9.93 | NA | 1.18 | 11.41 | NA | NA | NA | NA | 9.47 | 104.59 | NA | 120.00 | NA | NA | NA | NM | |||||||||||||||||
SBSI |
Southside Bancshares, Inc. | 12.45 | 9.82 | 1.57 | 13.02 | 1.60 | 13.27 | 0.21 | 291.87 | 10.88 | 135.17 | 16.83 | 176.48 | 10.68 | 1.32 | 3.57 | 39.71 | |||||||||||||||||
STXB |
Spirit of Texas Bancshares, Inc. | 12.25 | 9.71 | 1.38 | 11.56 | 1.46 | 12.22 | 0.26 | 213.47 | 9.29 | 101.73 | 12.46 | 131.94 | 8.79 | 0.48 | 2.14 | 19.09 | |||||||||||||||||
SYBT |
Stock Yards Bancorp, Inc. | 10.69 | 8.57 | 1.26 | 13.00 | 1.59 | 16.35 | 0.22 | 463.24 | 20.01 | 210.83 | 22.55 | 269.48 | 16.12 | 1.12 | 2.17 | 42.25 | |||||||||||||||||
SMMF |
Summit Financial Group, Inc. | 9.63 | 8.12 | 1.32 | 14.35 | 1.30 | 14.13 | 1.74 | 77.62 | 7.49 | 101.44 | 9.35 | 123.61 | 7.60 | 0.68 | 2.90 | 21.73 | |||||||||||||||||
SIVB |
SVB Financial Group | 7.32 | 7.21 | 1.80 | 23.34 | 1.11 | 14.77 | 0.05 | 482.93 | 15.75 | 312.86 | 18.66 | 319.51 | 27.45 | 0.00 | 0.00 | NM | |||||||||||||||||
TBNK |
Territorial Bancorp Inc. | 11.78 | 11.78 | 0.90 | 7.57 | 0.81 | 6.88 | 0.22 | 62.53 | 12.50 | 96.11 | 11.33 | 96.11 | 13.75 | 0.92 | 3.59 | 49.76 | |||||||||||||||||
TCBI |
Texas Capital Bancshares, Inc. | 8.84 | 8.80 | 0.67 | 8.89 | 0.69 | 9.20 | 0.25 | 255.68 | 13.33 | 116.46 | 9.39 | 117.19 | 12.85 | NA | NA | NM | |||||||||||||||||
TBBK |
The Bancorp, Inc. | 9.45 | 9.41 | 1.57 | 17.79 | 1.57 | 17.77 | NA | NA | 13.59 | 220.79 | 20.87 | 221.74 | 13.61 | NA | NA | NM | |||||||||||||||||
BPRN |
The Bank of Princeton | 13.01 | 12.40 | 1.12 | 8.62 | 1.15 | 8.85 | 0.61 | 168.72 | 11.60 | 95.09 | 12.37 | 100.55 | 11.30 | 0.72 | 2.37 | 22.14 | |||||||||||||||||
FNLC |
The First Bancorp, Inc. | 9.56 | 8.40 | 1.36 | 14.04 | 1.36 | 14.12 | 0.66 | 106.74 | 10.30 | 139.70 | 13.35 | 160.98 | 10.24 | 1.28 | 4.30 | 43.25 | |||||||||||||||||
TOWN |
TowneBank | 11.83 | 8.98 | 1.57 | 13.17 | 1.46 | 12.31 | 0.16 | 493.61 | 10.52 | 119.17 | 13.99 | 162.53 | 11.46 | 0.80 | 2.63 | 25.61 | |||||||||||||||||
TCBK |
TriCo Bancshares | 11.83 | 9.21 | 1.34 | 11.14 | 1.39 | 11.59 | 0.49 | 227.12 | 11.40 | 121.23 | 14.34 | 160.34 | 10.96 | 1.00 | 2.54 | 27.17 | |||||||||||||||||
TSC |
TriState Capital Holdings, Inc. | 6.88 | 6.37 | 0.56 | 7.99 | 0.55 | 7.76 | 0.12 | 291.52 | 14.55 | 109.09 | 5.91 | 121.53 | 15.25 | NA | NA | NM | |||||||||||||||||
TBK |
Triumph Bancorp, Inc. | 13.17 | 8.83 | 2.00 | 15.90 | 1.92 | 15.28 | 0.42 | 198.87 | 17.71 | 270.08 | 33.81 | 438.04 | 18.44 | NA | NA | NM | |||||||||||||||||
TRST |
TrustCo Bank Corp NY | 9.45 | 9.44 | 0.96 | 9.95 | 0.96 | 9.95 | 0.53 | 156.14 | 11.21 | 109.18 | 10.32 | 109.28 | 11.21 | 1.36 | 4.16 | 46.60 | |||||||||||||||||
TRMK |
Trustmark Corporation | 10.41 | 8.31 | 1.26 | 11.82 | 1.27 | 11.94 | 0.37 | 192.65 | 9.30 | 106.65 | 11.10 | 136.63 | 9.21 | 0.92 | 3.04 | 28.31 | |||||||||||||||||
UMBF |
UMB Financial Corporation | 8.44 | 7.96 | 1.29 | 13.84 | 1.00 | 10.76 | 0.16 | 342.87 | 10.71 | 141.71 | 11.96 | 151.05 | 13.78 | 1.48 | 1.63 | 15.72 | |||||||||||||||||
UMPQ |
Umpqua Holdings Corporation | 9.13 | NA | 1.69 | 18.96 | 1.69 | 19.03 | 0.11 | 829.42 | 8.64 | 156.40 | 14.29 | 162.27 | 8.60 | 0.84 | 4.28 | 37.00 | |||||||||||||||||
UBSI |
United Bankshares, Inc. | 16.16 | 10.10 | 1.50 | 9.20 | 1.52 | 9.30 | 0.39 | 245.94 | 11.68 | 105.45 | 17.04 | 180.99 | 11.55 | 1.40 | 3.90 | 45.60 | |||||||||||||||||
UCBI |
United Community Banks, Inc. | 11.04 | 9.19 | 1.40 | 12.51 | 1.45 | 12.96 | 0.46 | 128.75 | 10.72 | 129.79 | 13.74 | 161.03 | 10.33 | 0.80 | 2.68 | 27.34 | |||||||||||||||||
UBFO |
United Security Bancshares | 9.61 | 9.28 | 0.73 | 6.99 | 0.74 | 7.03 | 1.33 | 78.79 | 17.00 | 117.27 | 11.28 | 121.89 | 16.89 | 0.44 | 5.39 | 91.67 | |||||||||||||||||
UVSP |
Univest Financial Corporation | 11.64 | 9.15 | 1.53 | 14.09 | 1.56 | 14.38 | 0.59 | 190.19 | 8.20 | 108.27 | 12.60 | 141.71 | 8.04 | 0.80 | 2.94 | 24.10 | |||||||||||||||||
VLY |
Valley National Bancorp | 11.48 | 8.31 | 1.08 | 9.62 | 1.12 | 9.97 | 0.70 | 119.44 | 12.24 | 117.48 | 12.95 | 171.43 | 11.80 | 0.44 | 3.36 | 41.12 | |||||||||||||||||
WAFD |
Washington Federal, Inc. | 11.33 | 9.92 | 0.87 | 7.71 | 0.82 | 7.25 | 0.58 | 166.72 | 15.71 | 120.62 | 12.01 | 143.63 | 16.74 | 0.92 | 2.75 | 42.72 | |||||||||||||||||
WASH |
Washington Trust Bancorp, Inc. | 9.36 | 8.27 | 1.29 | 14.11 | 1.35 | 14.73 | 0.33 | 220.16 | 12.17 | 165.38 | 15.48 | 189.51 | 11.66 | 2.08 | 3.98 | 48.14 | |||||||||||||||||
WSBF |
Waterstone Financial, Inc. | 19.61 | 19.58 | 4.25 | 22.45 | 4.35 | 22.98 | 0.36 | 222.35 | 5.17 | 117.09 | 22.96 | 117.26 | 5.05 | 0.80 | 3.99 | 39.18 | |||||||||||||||||
WSBC |
WesBanco, Inc. | 16.39 | 10.27 | 1.42 | 8.67 | 1.50 | 9.14 | 0.25 | 335.04 | 9.94 | 85.05 | 13.33 | 151.61 | 9.41 | 1.32 | 3.88 | 38.01 | |||||||||||||||||
WTBA |
West Bancorporation, Inc. | 7.54 | 7.54 | 1.38 | 18.50 | 1.37 | 18.44 | 0.45 | 192.25 | 11.71 | 196.62 | 14.83 | 196.62 | 11.75 | 0.96 | 3.28 | 36.40 | |||||||||||||||||
WABC |
Westamerica Bancorporation | 11.78 | 10.24 | 1.30 | 11.88 | 1.26 | 11.53 | 0.09 | 378.58 | 17.67 | 181.48 | 21.38 | 212.41 | 18.22 | 1.64 | 2.88 | 50.93 | |||||||||||||||||
WNEB |
Western New England Bancorp, Inc. | 9.03 | 8.47 | 0.77 | 8.13 | 0.79 | 8.44 | NA | NA | 11.67 | 95.45 | 8.62 | 102.43 | 11.26 | 0.20 | 2.25 | 26.32 | |||||||||||||||||
WTFC |
Wintrust Financial Corporation | 9.28 | 7.95 | 1.05 | 11.31 | NA | NA | 0.30 | 206.04 | 9.66 | 105.89 | 8.98 | 128.01 | NA | 1.24 | 1.70 | 16.05 | |||||||||||||||||
WSFS |
WSFS Financial Corporation | 12.42 | 9.13 | 1.92 | 15.01 | 1.97 | 15.40 | 0.26 | 339.35 | 8.01 | 112.78 | 14.02 | 159.18 | 7.80 | 0.52 | 1.16 | 8.96 | |||||||||||||||||
ZION |
Zions Bancorporation, National Association | 9.21 | 8.14 | 1.39 | 14.53 | 1.30 | 13.66 | 0.73 | 83.99 | 8.10 | 115.11 | 10.07 | 132.87 | 8.64 | 1.52 | 2.82 | 21.05 | |||||||||||||||||
ASB |
Associated Banc-Corp | 12.03 | 8.92 | 0.86 | 7.29 | 1.00 | 8.44 | 0.62 | 168.62 | 11.52 | 83.00 | 9.36 | 119.53 | 9.84 | 0.80 | 3.86 | 41.11 | |||||||||||||||||
AX |
Axos Financial, Inc. | 9.82 | 9.08 | 1.52 | 16.52 | 1.63 | 17.69 | NA | NA | 13.68 | 206.16 | 20.25 | 224.77 | 12.78 | NA | NA | NM | |||||||||||||||||
BANC |
Banc of California, Inc. | 10.33 | 9.88 | 0.91 | 8.21 | 0.94 | 8.48 | 0.75 | 132.37 | 16.43 | 122.69 | 11.36 | 129.73 | 15.76 | 0.24 | 1.35 | 22.22 | |||||||||||||||||
BXS |
BancorpSouth Bank | 11.12 | 7.73 | 1.22 | 10.64 | 1.25 | 10.93 | 0.31 | 384.92 | 10.15 | 106.35 | 11.25 | 163.29 | 9.86 | 0.80 | 2.81 | 27.50 | |||||||||||||||||
BAC |
Bank of America Corporation | 9.15 | 6.96 | 0.97 | 10.17 | NA | NA | 0.30 | 156.21 | 13.50 | 135.06 | 11.40 | 187.78 | NA | 0.84 | 2.08 | 25.08 | |||||||||||||||||
BOH |
Bank of Hawaii Corporation | 6.98 | 6.85 | 1.00 | 15.02 | 1.02 | 15.38 | 0.41 | 197.00 | 16.38 | 244.25 | 15.29 | 249.84 | 15.99 | 2.80 | 3.29 | 52.22 | |||||||||||||||||
BKU |
BankUnited, Inc. | 8.86 | 8.65 | 1.01 | 11.89 | 0.97 | 11.45 | NA | NA | 10.91 | 120.97 | 10.71 | 124.08 | 11.35 | 0.92 | 2.24 | 24.47 | |||||||||||||||||
BHLB |
Berkshire Hills Bancorp, Inc. | 9.58 | 9.34 | 0.57 | 6.14 | 0.69 | 7.52 | NA | NA | 18.26 | 110.53 | 10.59 | 113.64 | 14.92 | 0.48 | 1.86 | 42.55 | |||||||||||||||||
BY |
Byline Bancorp, Inc. | 12.49 | NA | 1.16 | 9.42 | 1.24 | 10.11 | 0.56 | 192.49 | 12.89 | 118.07 | 14.58 | 160.41 | 11.99 | 0.36 | 1.44 | 13.92 | |||||||||||||||||
COF |
Capital One Financial Corporation | 15.26 | 12.21 | 2.80 | 19.75 | 2.81 | 19.82 | 0.59 | 503.10 | 6.71 | 129.09 | 18.00 | 172.91 | 6.69 | 2.40 | 1.43 | 8.38 | |||||||||||||||||
CPF |
Central Pacific Financial Corp. | 7.70 | 7.70 | 0.83 | 10.13 | 0.87 | 10.62 | 0.18 | 607.81 | 12.99 | 130.63 | 10.06 | 130.63 | 12.39 | 0.96 | 3.75 | 47.72 | |||||||||||||||||
C |
Citigroup Inc. | 8.72 | 7.67 | 0.94 | 10.92 | 0.91 | 10.59 | 0.35 | 238.33 | 7.21 | 77.31 | 6.17 | 90.21 | 7.47 | 2.04 | 2.90 | 20.92 | |||||||||||||||||
CFG |
Citizens Financial Group, Inc. | 12.53 | 9.04 | 1.12 | 8.97 | 1.16 | 9.31 | 0.84 | 126.45 | 9.45 | 85.16 | 9.85 | 128.11 | 9.09 | 1.56 | 3.68 | 34.82 | |||||||||||||||||
CMA |
Comerica Incorporated | 8.98 | 8.30 | 1.31 | 14.03 | 1.30 | 13.92 | 0.41 | 181.62 | 9.19 | 126.65 | 10.85 | 138.58 | 9.26 | 2.72 | 3.82 | 35.05 | |||||||||||||||||
CBU |
Community Bank System, Inc. | 13.93 | 8.73 | 1.35 | 9.20 | 1.45 | 9.89 | 0.49 | 71.97 | 21.19 | 194.00 | 27.02 | 328.18 | 19.72 | 1.72 | 2.32 | 48.29 | |||||||||||||||||
CFR |
Cullen/Frost Bankers, Inc. | 9.37 | 8.07 | 0.99 | 9.91 | 1.00 | 10.04 | NA | NA | 17.68 | 171.69 | 15.59 | 203.22 | 17.45 | 3.00 | 2.63 | 45.12 | |||||||||||||||||
CUBI |
Customers Bancorp, Inc. | 6.37 | 6.35 | 1.11 | 18.32 | 1.28 | 21.19 | NA | NA | 6.59 | 120.86 | 6.43 | 121.32 | 5.65 | NA | NA | 33.19 | |||||||||||||||||
FNB |
F.N.B. Corporation | 13.11 | 7.55 | 0.93 | 7.06 | 1.03 | 7.83 | 0.51 | 192.55 | 10.79 | 74.14 | 9.54 | 139.54 | 9.70 | 0.48 | 4.20 | 45.28 | |||||||||||||||||
FBK |
FB Financial Corporation | 11.51 | 9.52 | 1.25 | 11.01 | 1.54 | 13.57 | 0.69 | 208.15 | 14.37 | 139.42 | 16.05 | 172.36 | 11.38 | 0.44 | 1.09 | 14.95 | |||||||||||||||||
FBP |
First BanCorp. | 10.32 | 10.01 | 1.14 | 9.43 | 1.37 | 11.36 | 2.92 | 58.90 | 12.95 | 121.99 | 12.40 | 126.31 | 10.72 | 0.28 | 2.23 | 26.80 | |||||||||||||||||
FCF |
First Commonwealth Financial Corporation | 11.77 | 8.73 | 1.23 | 10.53 | 1.32 | 11.26 | 0.57 | 183.81 | 11.19 | 115.82 | 13.63 | 161.55 | 10.47 | 0.46 | 3.45 | 37.82 | |||||||||||||||||
FHN |
First Horizon Corporation | 9.74 | 7.82 | 1.57 | 16.09 | NA | NA | 0.60 | 156.48 | 6.88 | 112.52 | 10.01 | 147.45 | NA | 0.60 | 3.79 | 26.09 | |||||||||||||||||
FRC |
First Republic Bank | 8.21 | 8.08 | 0.88 | 10.83 | 0.89 | 10.87 | 0.09 | 441.42 | 28.00 | 308.96 | 21.56 | 315.32 | 27.91 | 0.88 | 0.45 | 12.09 | |||||||||||||||||
GWB |
Great Western Bancorp, Inc. | 8.88 | 8.85 | 1.27 | 14.71 | 1.24 | 14.34 | 2.01 | 107.71 | 10.63 | 148.39 | 13.18 | 149.08 | 10.90 | 0.20 | 0.64 | 2.72 | |||||||||||||||||
HTH |
Hilltop Holdings Inc. | 14.13 | 12.72 | 2.92 | 21.32 | NA | NA | 0.51 | 167.10 | 5.85 | 109.99 | 15.40 | 124.34 | NA | 0.48 | 1.43 | 7.87 | |||||||||||||||||
JPM |
JPMorgan Chase & Co. | 7.77 | 6.50 | 1.36 | 17.42 | 1.35 | 17.23 | NA | NA | 10.32 | 182.34 | 12.66 | 227.25 | 10.44 | 3.60 | 2.33 | 24.02 | |||||||||||||||||
KEY |
KeyCorp | 9.91 | 8.47 | 1.37 | 13.36 | 1.39 | 13.58 | 0.49 | 138.17 | 8.58 | 119.19 | 10.67 | 144.74 | 8.44 | 0.74 | 3.72 | 31.90 | |||||||||||||||||
LC |
LendingClub Corporation | 17.44 | 14.30 | NA | NA | NA | NA | NA | NA | NA | 371.20 | 64.75 | 470.25 | NA | NA | NA | NA | |||||||||||||||||
MTB |
M&T Bank Corporation | 11.10 | 8.30 | 1.20 | 10.73 | 1.21 | 10.80 | 1.64 | 64.86 | 10.43 | 112.88 | 11.69 | 160.67 | 10.36 | 4.40 | 3.24 | 33.82 | |||||||||||||||||
MCB |
Metropolitan Bank Holding Corp. | 6.28 | 6.12 | 1.05 | 14.07 | 1.04 | 13.94 | 0.11 | 601.01 | 13.65 | 179.45 | 11.11 | 184.46 | 13.78 | NA | NA | NM | |||||||||||||||||
NBHC |
National Bank Holdings Corporation | 11.94 | 10.41 | 1.58 | 12.92 | 1.59 | 13.01 | 0.43 | 190.59 | 10.88 | 134.44 | 16.05 | 156.91 | 10.80 | 0.88 | 2.38 | 25.00 | |||||||||||||||||
NYCB |
New York Community Bancorp, Inc. | 12.03 | 8.16 | 1.08 | 8.86 | 0.96 | 7.91 | 0.10 | 429.79 | 10.17 | 89.27 | 10.05 | 143.59 | 11.52 | 0.68 | 5.52 | 56.20 | |||||||||||||||||
OFG |
OFG Bancorp | 10.32 | 9.22 | 1.21 | 11.26 | 1.42 | 13.21 | 2.55 | 76.75 | 10.36 | 114.52 | 11.59 | 130.19 | 8.78 | 0.48 | 2.05 | 15.49 | |||||||||||||||||
PB |
Prosperity Bancshares, Inc. | 17.48 | 9.18 | 1.55 | 8.63 | 1.58 | 8.79 | NA | NA | 12.27 | 103.52 | 18.10 | 216.93 | 12.05 | 1.96 | 2.79 | 34.21 | |||||||||||||||||
PFS |
Provident Financial Services, Inc. | 12.69 | 9.51 | 1.26 | 9.98 | 1.23 | 9.80 | 0.79 | 79.32 | 10.37 | 101.57 | 12.89 | 140.46 | 10.42 | 0.92 | 4.20 | 43.60 | |||||||||||||||||
RF |
Regions Financial Corporation | 11.73 | 8.62 | 1.75 | 14.37 | 1.73 | 14.25 | 0.80 | 129.94 | 7.92 | 115.22 | 12.42 | 169.13 | 7.99 | 0.68 | 3.39 | 25.10 | |||||||||||||||||
SFBS |
ServisFirst Bancshares, Inc. | 8.13 | 8.03 | 1.64 | 19.66 | 1.63 | 19.73 | 0.11 | 821.46 | 19.75 | 360.24 | 29.26 | 364.92 | 19.78 | 0.80 | 1.12 | 21.47 | |||||||||||||||||
SI |
Silvergate Capital Corporation | 7.08 | 7.08 | 0.84 | 10.48 | 0.84 | 10.48 | 0.07 | 82.47 | NM | 306.79 | 21.73 | 306.79 | NM | NA | NA | NM | |||||||||||||||||
STT |
State Street Corporation | 7.71 | 4.92 | 0.83 | 9.25 | 0.93 | 10.37 | NA | NM | 13.71 | 127.52 | 9.11 | 216.98 | 12.15 | 2.28 | 2.65 | 42.20 | |||||||||||||||||
SNV |
Synovus Financial Corp. | 9.53 | 8.71 | 1.14 | 12.00 | 1.27 | 13.36 | 0.53 | 189.44 | 10.86 | 132.54 | 11.45 | 148.17 | 9.70 | 1.32 | 3.12 | 33.85 | |||||||||||||||||
BK |
The Bank of New York Mellon Corporation | 9.77 | 5.64 | 0.83 | 8.07 | 0.85 | 8.31 | 0.03 | 213.49 | 13.78 | 112.97 | 9.96 | 226.84 | 13.45 | 1.36 | 2.55 | 32.82 | |||||||||||||||||
PNC |
The PNC Financial Services Group, Inc. | 9.87 | 7.95 | 1.25 | 11.10 | NA | NA | 0.64 | 163.62 | 14.10 | 154.53 | 14.34 | 199.47 | NA | 5.00 | 2.69 | 35.66 |
TFC |
Truist Financial Corporation | 13.09 | 8.34 | 1.10 | 8.05 | 1.34 | 9.81 | NA | NA | 14.51 | 120.31 | 14.40 | 214.26 | 11.77 | 1.92 | 3.45 | 47.78 | |||||||||||||||||
USB |
U.S. Bancorp | 9.60 | 7.86 | 1.35 | 13.81 | 1.37 | 14.12 | 0.58 | 188.43 | 11.92 | 175.38 | 14.95 | 226.11 | 11.79 | 1.68 | 3.02 | 35.97 | |||||||||||||||||
WBS |
Webster Financial Corporation | 9.86 | 8.35 | 1.00 | 10.19 | NA | NA | 0.72 | 128.07 | 13.64 | 138.54 | 13.13 | 168.00 | NA | 1.60 | 3.29 | 44.82 | |||||||||||||||||
WFC |
Wells Fargo & Company | 9.92 | 8.66 | 0.94 | 9.71 | 0.72 | 7.50 | 0.66 | 118.67 | 12.61 | 114.29 | 10.13 | 135.73 | 17.23 | 0.80 | 1.69 | 13.30 | |||||||||||||||||
WAL |
Western Alliance Bancorporation | 8.22 | 7.07 | 1.91 | 21.63 | 1.88 | 21.28 | 0.25 | 193.12 | 12.92 | 245.69 | 20.20 | 289.51 | 13.14 | 1.40 | 1.47 | 14.95 | |||||||||||||||||
BHB |
Bar Harbor Bankshares | 11.42 | 8.22 | 0.95 | 8.69 | 1.03 | 9.45 | NA | NA | 11.26 | 96.16 | 10.98 | 138.32 | 10.35 | 0.96 | 3.60 | 38.82 | |||||||||||||||||
BRBS |
Blue Ridge Bankshares, Inc. | 9.65 | 8.46 | 1.95 | 27.27 | NA | NA | NA | NA | 5.82 | 124.40 | 12.00 | 143.83 | NA | 0.48 | 2.70 | 13.40 | |||||||||||||||||
EVBN |
Evans Bancorp, Inc. | 8.13 | NA | 1.04 | 12.97 | 1.03 | 12.82 | 1.32 | 69.81 | 9.67 | 119.57 | 9.72 | NA | 9.78 | 1.20 | 3.11 | 30.08 | |||||||||||||||||
PRK |
Park National Corporation | 10.75 | 9.22 | 1.65 | 15.19 | 1.66 | 15.28 | 1.19 | 73.20 | 12.44 | 182.94 | 19.67 | 217.01 | 12.38 | 4.12 | 3.44 | 34.10 | |||||||||||||||||
TMP |
Tompkins Financial Corporation | 9.12 | 8.01 | 1.24 | 13.49 | 1.26 | 13.66 | NA | NA | 12.31 | 163.26 | 14.86 | 188.02 | 12.18 | 2.16 | 2.70 | 33.23 | |||||||||||||||||
WFCL |
1867 Western Financial Corporation | 16.26 | 15.54 | 3.07 | 18.86 | 1.15 | 7.08 | 0.28 | 592.46 | 5.98 | 104.14 | 16.94 | 109.97 | 15.93 | 106.00 | 1.33 | 6.95 | |||||||||||||||||
FCOB |
1st Colonial Bancorp, Inc. | 8.09 | 8.09 | 1.08 | 13.16 | NA | NA | NA | NA | 6.99 | 84.13 | 6.81 | 84.13 | NA | NA | NA | NM | |||||||||||||||||
FSMK |
1ST SUMMIT BANCORP of Johnstown, Inc. | 9.36 | 9.33 | 0.88 | 8.85 | 0.76 | 7.61 | 0.21 | 239.85 | NA | 116.09 | NA | 116.45 | NA | 3.28 | 0.00 | NA | |||||||||||||||||
ABTO |
AB&T Financial Corp. | 7.17 | 7.17 | 0.60 | 7.63 | 0.61 | 7.72 | 0.54 | 150.23 | 26.18 | NA | NA | NA | 25.86 | 0.01 | 0.57 | NA | |||||||||||||||||
ASCN |
Absecon Bancorp | 9.85 | 9.85 | 0.53 | 4.95 | 0.53 | 4.95 | 0.18 | 343.67 | 11.85 | 59.92 | 5.90 | 59.92 | 11.85 | 2.00 | 2.35 | 69.73 | |||||||||||||||||
AFBA |
Allied First Bancorp, Inc. | 10.59 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
AMFC |
AMB Financial Corp. | 8.99 | 8.99 | 1.53 | 18.02 | 1.53 | 17.97 | 0.32 | 295.29 | 5.06 | 82.62 | 7.43 | 82.62 | 5.07 | 0.00 | 0.00 | NM | |||||||||||||||||
AMBK |
American Bank Incorporated | NA | NA | 1.34 | NA | NA | NA | NA | NA | 9.87 | NA | NA | NA | NA | 0.48 | 3.10 | 35.67 | |||||||||||||||||
ANDC |
Andover Bancorp, Inc. | 8.62 | NA | 1.00 | 11.15 | 1.00 | 11.15 | NA | NA | NA | NA | NA | NA | NA | 0.74 | 4.11 | NA | |||||||||||||||||
APLO |
Apollo Bancorp, Inc. | 12.60 | 12.60 | 1.14 | 8.73 | 1.14 | 8.73 | NA | NA | 11.23 | 96.80 | 12.20 | 96.80 | 11.23 | 2.12 | 5.05 | 56.42 | |||||||||||||||||
AVBH |
Avidbank Holdings, Inc. | 8.24 | 8.24 | 0.76 | 8.83 | 0.72 | 8.38 | 0.21 | 377.57 | 12.35 | 108.68 | 8.96 | 108.68 | 13.02 | NA | NA | NM | |||||||||||||||||
BBBK |
Baker Boyer Bancorp | 7.76 | 7.76 | 0.67 | 7.97 | 0.67 | 7.95 | 0.31 | 258.49 | 18.41 | 147.66 | 11.46 | 147.66 | NA | 3.28 | 4.79 | 87.63 | |||||||||||||||||
BSPA |
Ballston Spa Bancorp, Inc. | 6.34 | 6.14 | 0.75 | 11.39 | NA | NA | NA | NA | 7.89 | 85.59 | 5.42 | 88.66 | NA | 1.32 | 2.49 | 19.61 | |||||||||||||||||
BAFI |
Bancaffiliated Inc. | 11.23 | 9.07 | 1.09 | 9.01 | 1.09 | 9.01 | 0.21 | 360.87 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
BCSO |
Bancorp. of Southern Indiana | 9.22 | 8.76 | 1.21 | 13.10 | NA | NA | NA | NA | 6.67 | 86.43 | NA | 91.66 | NA | 1.30 | 3.10 | 24.94 | |||||||||||||||||
BORT |
Bank of Botetourt | 8.81 | 8.81 | 0.98 | 11.04 | 0.97 | 10.90 | 0.42 | 216.33 | 8.83 | 93.50 | 8.24 | 93.50 | 8.94 | 0.72 | 2.36 | 20.66 | |||||||||||||||||
BHDB |
Bank of Labor Bancshares, Inc. | 6.20 | 6.20 | 0.69 | 9.49 | NA | NA | 0.33 | 354.58 | NA | NA | NA | NA | NA | 4.00 | 0.00 | NA | |||||||||||||||||
BSSC |
Bank of Southside Virginia Corporation, The | 22.28 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 0.00 | 0.00 | NA | |||||||||||||||||
BKUT |
Bank of Utica | 19.28 | 19.28 | 3.90 | 20.49 | 0.98 | 5.13 | 0.21 | 54.42 | 2.80 | 51.74 | 9.97 | 51.74 | 11.16 | 16.50 | 2.87 | 8.03 | |||||||||||||||||
BKGM |
BankGuam Holding Company | 5.75 | 5.73 | 0.62 | 9.14 | 0.55 | 8.03 | 2.11 | 58.50 | 8.01 | 76.58 | 4.16 | 76.96 | 9.17 | 0.40 | 3.20 | 19.23 | |||||||||||||||||
CBOB.A |
Bay Community Bancorp | 8.23 | 8.20 | 1.01 | 11.18 | 0.80 | 8.84 | 0.02 | NM | 10.26 | 107.53 | 8.85 | 107.89 | NA | 0.16 | 2.00 | 10.26 | |||||||||||||||||
BMBN |
Benchmark Bankshares, Inc. | 8.22 | 8.22 | 1.25 | 14.58 | 1.25 | 14.58 | NA | NA | 9.59 | 132.24 | 10.86 | 132.24 | 9.59 | 0.66 | 2.81 | 26.94 | |||||||||||||||||
BTOF |
Benton Financial Corporation | 13.04 | 13.04 | 1.21 | 8.82 | 1.13 | 8.30 | 0.40 | 237.19 | NA | 71.20 | NA | 71.20 | NA | 0.00 | 0.00 | NA | |||||||||||||||||
BEOB |
BEO Bancorp | 6.02 | 5.85 | 0.90 | 14.97 | NA | NA | NA | NA | 7.30 | 99.95 | 6.02 | 103.05 | NA | 0.95 | 2.62 | 19.14 | |||||||||||||||||
BLHK |
blueharbor bank | 9.63 | 9.63 | 1.23 | 11.33 | 1.23 | 11.33 | 0.20 | NM | 9.83 | 102.11 | 9.83 | 102.11 | 9.83 | 0.40 | 3.06 | 7.52 | |||||||||||||||||
BOLB |
BOL Bancshares Inc. | 8.93 | 8.93 | 1.17 | 13.16 | -0.24 | -2.71 | 5.91 | 70.34 | 2.17 | 34.97 | 2.48 | 34.97 | NM | NA | NA | NM | |||||||||||||||||
BYLB |
Boyle Bancorp, Inc. | 8.65 | 8.29 | NA | NA | NA | NA | 0.85 | 88.86 | NA | 104.27 | 9.02 | 109.23 | NA | 2.80 | 3.31 | NA | |||||||||||||||||
BRBW |
Brunswick Bancorp | 11.71 | 11.71 | 1.06 | 8.27 | 0.51 | 4.02 | NA | NA | 10.02 | 80.96 | 9.48 | 80.96 | 20.55 | 0.00 | 0.00 | 20.49 | |||||||||||||||||
BHRB |
Burke & Herbert Bank & Trust Company | 10.99 | 10.99 | 0.98 | 8.77 | 0.98 | 8.77 | 0.91 | 104.32 | 11.94 | 101.30 | 11.13 | 101.30 | NA | 80.00 | 3.75 | 44.79 | |||||||||||||||||
CABB |
California Business Bank | 12.01 | 12.00 | -0.20 | -1.65 | -0.20 | -1.65 | 0.06 | NM | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
CAIB |
California International Bank, N.A. | 14.21 | 14.21 | -2.00 | -11.73 | -2.00 | -11.73 | 0.00 | NM | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
CNND |
Canandaigua National Corporation | 7.85 | NA | 1.26 | 15.91 | NA | NA | NA | NA | 10.95 | 163.40 | 12.83 | 176.47 | NA | 8.00 | 2.95 | 30.70 | |||||||||||||||||
CSKL |
Catskill Hudson Bancorp, Inc. | 4.70 | NA | 0.21 | 4.38 | 0.15 | 3.08 | NA | NA | 16.55 | NA | NA | NA | 23.55 | 0.44 | 1.65 | 27.33 | |||||||||||||||||
CBHC |
CBC Holding Company | 10.22 | 9.54 | 1.08 | 9.12 | 1.08 | 9.12 | 0.73 | 229.60 | NA | 62.93 | 6.41 | 67.93 | NA | 0.60 | 2.55 | NA | |||||||||||||||||
CBOF |
CBOA Financial, Inc. | 8.03 | 8.03 | 1.10 | 15.40 | 1.31 | 18.28 | NA | NA | 7.14 | 94.88 | 7.62 | 94.88 | 5.95 | NA | NA | NM | |||||||||||||||||
CCYY |
CCCB Bancorp, Inc. | 8.99 | 8.99 | NA | NA | NA | NA | 0.62 | 115.08 | NA | 82.57 | 7.43 | 82.57 | NA | 0.18 | 2.00 | NA | |||||||||||||||||
CCFN |
CCFNB Bancorp, Inc. | 11.76 | 10.98 | 1.17 | 9.37 | 1.15 | 9.21 | 0.48 | 211.80 | 10.87 | 100.38 | 11.81 | 108.55 | 11.06 | 1.64 | 3.22 | 66.52 | |||||||||||||||||
CCFC |
CCSB Financial Corp. | 7.96 | 7.96 | 0.59 | 6.85 | 0.59 | 6.85 | 0.00 | NM | NA | NA | NA | NA | NA | 0.40 | 2.35 | NA | |||||||||||||||||
CBCY.B |
Central Bancompany, Inc. | 12.53 | 10.80 | 1.43 | 10.98 | 1.44 | 11.08 | 0.24 | 422.46 | 10.42 | 110.14 | 13.80 | 130.37 | 10.33 | 7.00 | 1.18 | 18.31 | |||||||||||||||||
CBSU |
Central Bank Corporation | 10.38 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 0.00 | 0.00 | NA | |||||||||||||||||
CFCX |
Centric Financial Corporation | 8.28 | 8.24 | 1.15 | 14.63 | NA | NA | 0.93 | 106.91 | 6.68 | 89.84 | 7.44 | 90.32 | NA | NA | NA | NM | |||||||||||||||||
CYFL |
Century Financial Corporation | 10.63 | 10.63 | 1.28 | 11.80 | 1.27 | 11.69 | 0.45 | 172.14 | 8.59 | 98.07 | 10.42 | 98.07 | 8.67 | 0.80 | 3.17 | 26.90 | |||||||||||||||||
CNBA |
Chester Bancorp, Inc. | 11.35 | NA | NA | NA | NA | NA | NA | NA | NA | 501.72 | 56.95 | NA | NA | 0.80 | 1.48 | NA | |||||||||||||||||
CCBC |
Chino Commercial Bancorp | 8.04 | 8.04 | 0.95 | 11.72 | 0.95 | 11.72 | NA | NA | 11.40 | 122.97 | 9.89 | 122.97 | 11.40 | NA | NA | NM | |||||||||||||||||
CZBC |
Citizens Bancorp | 9.50 | 9.50 | 1.01 | 10.46 | 1.01 | 10.46 | NA | NA | 9.86 | NA | NA | NA | NA | 0.36 | 2.14 | 21.05 | |||||||||||||||||
CZBT |
Citizens Bancorp of Virginia, Inc. | 11.02 | 11.02 | 1.09 | 8.83 | 1.09 | 8.83 | 0.83 | 172.04 | 11.76 | 103.41 | 11.39 | 103.41 | 11.77 | 1.00 | 3.57 | 40.76 | |||||||||||||||||
CZBS |
Citizens Bancshares Corporation | 8.43 | 8.37 | 1.00 | 10.64 | NA | NA | 0.84 | 62.75 | NA | 40.77 | NA | 41.06 | NA | 0.40 | 3.75 | NA | |||||||||||||||||
CCVS |
Citizens Commerce Bancshares, Inc. | 9.50 | 9.50 | 0.94 | 9.66 | 0.94 | 9.58 | 0.28 | 637.89 | NA | NA | NA | NA | NA | 0.20 | 2.50 | NA | |||||||||||||||||
CIWV |
Citizens Financial Corp. | 9.50 | 9.36 | 1.53 | 15.52 | 1.52 | 15.52 | 0.81 | 340.04 | NA | 104.05 | NA | 105.87 | NA | 0.68 | 3.63 | NA | |||||||||||||||||
CZFS |
Citizens Financial Services, Inc. | 10.20 | 8.75 | 1.59 | 15.71 | 1.52 | 15.06 | 0.90 | 103.83 | 8.07 | 119.85 | 12.23 | 142.03 | 8.42 | 1.84 | 2.97 | 23.85 | |||||||||||||||||
CNBL |
Citizens National Bancshares of Bossier, Inc. | 9.84 | 9.45 | 1.01 | 9.49 | 0.97 | 9.11 | 0.82 | 114.02 | NA | NA | NA | NA | NA | 0.75 | 4.17 | NA | |||||||||||||||||
CZNL |
Citizens National Corporation | 10.87 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 0.92 | 1.88 | NA | |||||||||||||||||
CNBW |
CNB Corp. | 8.24 | 8.24 | 1.01 | 10.82 | 1.00 | 10.66 | 0.09 | 566.64 | NA | NA | NA | NA | NA | 2.75 | 3.24 | NA | |||||||||||||||||
CNBZ |
CNB Corporation | 6.73 | 6.73 | 0.76 | 9.78 | NA | NA | 0.49 | 139.49 | 9.18 | 89.82 | 6.04 | 89.82 | NA | 0.80 | 3.63 | 37.50 | |||||||||||||||||
CBFC |
CNB Financial Services, Inc. | 7.38 | 7.38 | 0.75 | 9.19 | 0.68 | 8.43 | 1.13 | 129.33 | 6.85 | 62.52 | NA | 62.52 | 7.46 | 1.20 | 2.03 | 26.48 | |||||||||||||||||
CABT |
Coastal Bank & Trust | 11.48 | 11.48 | 0.53 | 4.06 | 0.43 | 3.30 | 0.07 | 996.52 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
CDAB |
Coeur dAlene Bancorp, Inc. | 11.15 | 11.14 | 0.90 | 8.39 | NA | NA | NA | NA | 12.15 | 100.18 | 11.17 | 100.34 | NA | NA | NA | NM | |||||||||||||||||
CEFC |
Commercial National Financial Corporation | 7.33 | NA | 0.99 | 13.34 | NA | NA | NA | NA | 7.50 | 96.60 | 7.09 | NA | NA | 0.56 | 5.33 | 40.00 | |||||||||||||||||
CNUN |
Community Bancshares, Inc. (McArthur, OH) | 10.06 | 9.53 | 0.92 | 8.42 | 0.93 | 8.53 | 0.37 | 144.45 | 8.87 | 73.32 | 7.37 | 77.85 | 8.75 | 0.00 | 0.00 | NM | |||||||||||||||||
CTYP |
Community Bankers Corporation | 6.82 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 0.36 | 4.00 | NA | |||||||||||||||||
CFGW |
Community Financial Group, Inc. (Spokane, WA) | 8.38 | 8.38 | 1.17 | 13.14 | 1.17 | 13.14 | NA | NA | 11.85 | 136.98 | 11.48 | 136.98 | 11.85 | NA | NA | NM | |||||||||||||||||
CFOK |
Community First Bancorporation | 8.07 | NA | 0.41 | 4.46 | NA | NA | NA | NA | 18.59 | 82.39 | 6.28 | 85.71 | NA | NA | NA | NM | |||||||||||||||||
CMHF |
Community Heritage Financial, Inc. | 7.46 | 7.25 | 0.76 | 10.02 | 0.66 | 8.66 | 0.36 | 221.41 | 9.68 | 93.47 | 6.97 | 96.41 | 11.21 | 0.16 | 0.71 | 6.84 | |||||||||||||||||
CIBN |
Community Investors Bancorp, Inc. | 7.49 | 7.49 | 1.16 | 15.07 | NA | NA | NA | NA | 6.03 | 86.22 | 6.45 | 86.22 | NA | 0.40 | 2.15 | 9.71 | |||||||||||||||||
CBCZ |
Comunibanc Corp. | 9.63 | 9.63 | 0.68 | 6.80 | 0.68 | 6.75 | 1.28 | 42.46 | 12.25 | 82.79 | 7.97 | 82.79 | 12.34 | 0.82 | 2.56 | 31.36 | |||||||||||||||||
CNBP |
Cornerstone Bancorp Inc. | 5.46 | 5.46 | 0.99 | 19.09 | NA | NA | NA | NA | 6.90 | 119.41 | 6.51 | 119.41 | NA | 0.00 | 0.00 | NM | |||||||||||||||||
CRSB |
Cornerstone Community Bancorp | 6.43 | 6.43 | 1.42 | 23.64 | 1.42 | 23.52 | 0.00 | NM | 5.94 | 121.43 | 7.80 | 121.43 | 5.97 | NA | NA | NM | |||||||||||||||||
CFIC |
Cornerstone Financial Corporation | 6.55 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
CRZY |
Crazy Woman Creek Bancorp Incorporated | 9.24 | 9.17 | 1.19 | 12.55 | 1.18 | 12.53 | 0.00 | NM | 7.45 | 87.67 | 8.10 | 88.47 | 7.47 | 0.30 | 1.25 | 9.32 | |||||||||||||||||
CYVF |
Crystal Valley Financial Corporation | 12.20 | NA | 1.72 | 14.22 | 1.66 | 13.72 | NA | NA | 7.83 | 105.04 | 12.82 | 109.45 | 8.12 | 1.52 | 2.41 | 16.00 | |||||||||||||||||
CSBB |
CSB Bancorp, Inc. | 8.50 | 8.12 | 1.06 | 11.88 | 1.06 | 11.91 | 0.47 | 147.61 | 9.72 | 111.78 | 9.51 | 117.59 | 9.69 | 1.20 | 3.06 | 28.96 | |||||||||||||||||
CBMI |
CSB Bancorp Inc. | 9.73 | 9.73 | 1.44 | 13.08 | 1.43 | 13.03 | 0.24 | 893.78 | 4.26 | 55.25 | 5.38 | 55.25 | 4.28 | 0.00 | 0.00 | NM | |||||||||||||||||
DWNX |
Delhi Bank Corp. | 9.24 | 9.24 | 0.63 | 6.53 | 0.63 | 6.53 | NA | NA | 26.91 | 175.79 | 16.24 | 175.79 | 26.91 | 0.38 | 2.06 | 55.29 | |||||||||||||||||
DENI |
Denali Bancorporation, Inc. | 8.60 | 8.60 | 0.89 | 9.59 | 0.89 | 9.59 | 0.85 | 133.99 | 10.18 | 97.11 | 8.35 | 97.11 | 10.18 | 0.72 | 6.49 | 66.06 | |||||||||||||||||
DNVB |
Denver Bankshares, Inc. | 8.87 | 8.87 | 0.58 | 6.13 | 0.47 | 5.02 | 0.05 | NM | NA | NA | NA | NA | NA | 12.00 | 4.90 | NA | |||||||||||||||||
DMNB |
Diamond Bancshares, Inc. | 10.06 | NA | NA | NA | NA | NA | NA | NA | NA | 78.24 | 7.87 | NA | NA | 1.28 | 1.71 | NA | |||||||||||||||||
DIMC |
Dimeco, Inc. | 10.23 | 10.23 | 1.12 | 10.37 | NA | NA | 2.32 | 50.58 | 9.40 | 94.56 | 9.67 | 94.56 | NA | 1.36 | 3.78 | 35.25 | |||||||||||||||||
EFIN |
Eastern Michigan Financial Corporation | 8.84 | 8.76 | 0.98 | 10.82 | NA | NA | NA | NA | 8.49 | 88.25 | 7.80 | 89.09 | NA | 1.20 | 3.79 | 28.15 |
ELMA |
Elmer Bancorp, Inc. | 7.78 | NA | 0.42 | 5.08 | NA | NA | NA | NA | 16.24 | 80.78 | 6.29 | 81.86 | NA | 0.34 | 1.67 | 26.40 | |||||||||||||||||
EBSH |
Empire Bancshares, Inc. | 11.96 | 11.96 | 0.85 | 6.50 | 0.83 | 6.40 | 0.63 | 112.06 | NA | NA | NA | NA | NA | 0.42 | 1.95 | NA | |||||||||||||||||
EDVR |
Endeavor Bank | 6.41 | 6.41 | 0.84 | 13.04 | 0.84 | 13.04 | 0.00 | NM | 8.86 | 104.75 | 6.72 | 104.75 | 8.86 | NA | NA | NM | |||||||||||||||||
EFSG |
Enterprise Financial Services Group, Inc. | 8.18 | NA | 0.92 | 12.34 | 0.92 | 12.34 | 3.66 | 8.41 | NA | NA | NA | NA | NA | 0.21 | 1.57 | NA | |||||||||||||||||
ERKH |
Eureka Homestead Bancorp, Inc. | 20.46 | 20.46 | 0.10 | 0.46 | NA | NA | NA | NM | NM | 70.55 | 14.43 | 70.55 | NA | NA | NA | NM | |||||||||||||||||
EXSR |
Exchange Bank (Santa Rosa, CA) | 9.01 | 9.01 | 1.07 | 11.24 | NA | NA | NA | NA | 7.93 | 86.55 | 7.79 | 86.55 | NA | 4.80 | 3.08 | 24.40 | |||||||||||||||||
EXCH |
Exchange Bankshares, Inc. | 11.64 | 11.64 | 1.12 | 8.61 | 1.11 | 8.54 | 0.70 | 174.24 | NA | NA | NA | NA | NA | 1.04 | 2.58 | NA | |||||||||||||||||
FMOO |
F&M Bancorp | 9.61 | 9.61 | 1.31 | 13.34 | NA | NA | NA | NA | 8.10 | 103.54 | 9.95 | 103.54 | NA | 1.00 | 1.26 | 15.34 | |||||||||||||||||
FMBN |
Farmers & Merchants Bancshares, Inc. (Burlington, IA) | 6.75 | 6.75 | 0.55 | 8.08 | NA | NA | NA | NA | 7.88 | 60.48 | 4.08 | 60.48 | NA | 1.00 | 2.86 | 22.52 | |||||||||||||||||
FMFG |
Farmers and Merchants Bancshares, Inc. | 7.69 | 6.76 | 0.79 | 9.22 | 1.15 | 13.50 | 1.14 | 50.94 | 13.98 | 125.02 | 9.62 | 143.64 | 9.49 | 0.56 | 2.49 | 33.54 | |||||||||||||||||
FABP |
Farmers Bancorp (Frankfort IN) | 11.32 | 11.32 | 1.50 | 12.66 | 1.50 | 12.63 | NA | NA | 9.01 | 109.62 | 12.41 | 109.62 | 9.02 | 1.28 | 2.80 | 23.43 | |||||||||||||||||
FBVA |
Farmers Bankshares, Inc. | 11.78 | 10.25 | 1.65 | 14.07 | 1.54 | 13.64 | NA | NA | 6.46 | 84.15 | 9.61 | 98.98 | 6.95 | 0.52 | 2.87 | 17.86 | |||||||||||||||||
FBVI |
FCN Banc Corp. | 10.23 | 9.52 | 1.35 | 12.89 | NA | NA | NA | NA | 8.70 | NA | NA | NA | NA | 1.44 | 3.09 | 19.44 | |||||||||||||||||
FFDF |
FFD Financial Corporation | 8.66 | 8.58 | 1.59 | 18.66 | 1.59 | 18.66 | NA | 324.48 | 8.25 | 142.12 | 12.31 | 143.63 | 8.25 | 2.08 | 2.81 | 23.19 | |||||||||||||||||
FFWC |
FFW Corporation | 10.89 | 10.66 | 1.37 | 12.57 | 1.36 | 12.42 | NA | NA | 8.11 | 99.13 | 10.79 | 101.46 | 8.21 | 1.00 | 2.17 | 35.27 | |||||||||||||||||
FDLB |
Fidelity Federal Bancorp | 11.33 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 1.00 | 1.11 | NA | |||||||||||||||||
FNWD |
Finward Bancorp | 9.70 | 8.86 | 1.09 | 10.94 | 1.04 | 10.49 | 0.91 | 103.27 | 8.64 | 92.77 | 9.00 | 102.47 | 9.01 | 1.24 | 2.99 | 25.83 | |||||||||||||||||
FBLV |
First Bancorp Inc., Lebanon | 9.62 | 9.58 | 1.53 | 15.36 | NA | NA | NA | NA | 13.37 | 195.36 | 18.79 | 196.26 | NA | 1.56 | 0.00 | 18.06 | |||||||||||||||||
FBPI |
First Bancorp of Indiana, Inc. | 8.47 | 7.27 | 0.74 | 8.72 | NA | NA | NA | NA | 10.52 | 89.39 | 7.58 | 105.49 | NA | 0.62 | 2.95 | 31.06 | |||||||||||||||||
FIBH |
First Bancshares Inc. (Bellevue, OH) | 7.69 | 7.69 | 1.11 | 13.02 | NA | NA | NA | NA | 7.08 | 92.37 | 7.11 | 92.37 | NA | 1.28 | 3.12 | 21.06 | |||||||||||||||||
FBSI |
First Bancshares, Inc. | 10.36 | 9.93 | 1.08 | 10.41 | 1.07 | 10.32 | NA | NA | 8.88 | NA | NA | NA | 8.96 | 0.25 | 1.67 | 14.79 | |||||||||||||||||
FBOO |
First Bank of Ohio | 30.50 | 30.50 | 1.73 | 5.33 | 1.71 | 5.28 | 0.04 | NM | 8.62 | 45.44 | 13.86 | 45.44 | 8.70 | NA | NA | NM | |||||||||||||||||
FCPB |
First Capital Bancshares, Inc. | 10.15 | 10.15 | 0.33 | 2.65 | NA | NA | NA | NA | NM | 112.83 | 11.45 | 112.83 | NA | 0.00 | 0.00 | NM | |||||||||||||||||
FIZN |
First Citizens Bancshares, Inc. | 10.85 | 9.88 | 1.20 | 10.87 | NA | NA | NA | NA | 11.84 | NA | NA | NA | NA | 1.40 | 1.90 | 31.40 | |||||||||||||||||
FCIT |
First Citrus Bancorporation, Inc. | 7.23 | 7.23 | 1.12 | 15.23 | NA | NA | NA | NA | 9.25 | 129.72 | 9.26 | 129.72 | NA | NA | NA | 14.75 | |||||||||||||||||
CMRB |
First Commerce Bank | 14.39 | 14.39 | 1.18 | 8.21 | 1.18 | 8.21 | 1.64 | 141.57 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
FCCT |
First Community Corporation | 9.89 | 9.89 | 0.65 | 6.41 | 0.65 | 6.41 | NA | NA | 13.50 | 81.99 | 7.28 | 81.99 | 13.50 | 0.25 | 3.09 | 41.67 | |||||||||||||||||
FMFP |
First Community Financial Corporation | 8.77 | 8.77 | 0.75 | 8.21 | NA | NA | NA | NA | 11.85 | 94.38 | 8.28 | 94.38 | NA | 0.56 | 3.01 | 44.59 | |||||||||||||||||
FFMH |
First Farmers and Merchants Corporation | 8.60 | 8.16 | 0.87 | 9.85 | 0.77 | 8.72 | NA | NA | 9.61 | 91.78 | 7.89 | 97.21 | 10.86 | 0.84 | 2.46 | 23.66 | |||||||||||||||||
FGFI |
First Greenwich Financial, Inc. | 8.01 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
FIEB |
First IC Corporation | 10.46 | 10.45 | 1.44 | 13.31 | 1.44 | 13.31 | 0.00 | NM | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
FKYS |
First Keystone Corporation | 11.26 | 9.94 | 1.18 | 9.74 | 1.15 | 9.53 | 1.23 | 50.48 | 10.28 | 97.69 | 11.00 | 112.25 | 10.51 | 1.08 | 4.43 | 45.99 | |||||||||||||||||
FMIA |
First Miami Bancorp, Inc. | 13.31 | 13.31 | -0.16 | -1.19 | 0.70 | 5.25 | NA | NA | NA | 85.86 | 11.43 | 85.86 | NA | 3.00 | 0.26 | NA | |||||||||||||||||
FINN |
First National of Nebraska, Inc. | NA | NA | 2.11 | NA | NA | NA | NA | NA | 6.92 | 123.56 | NA | 139.31 | NA | 120.00 | 0.00 | 10.76 | |||||||||||||||||
FNFI |
First Niles Financial, Inc. | 11.58 | 11.58 | 0.26 | 2.13 | 0.12 | 1.03 | 0.38 | 131.99 | NA | 96.66 | NA | 96.66 | NA | 0.24 | 2.18 | NA | |||||||||||||||||
FOTB |
First Ottawa Bancshares, Inc. | NA | NA | NA | NA | NA | NA | NA | NA | 11.07 | NA | NA | NA | NA | 1.50 | 1.76 | 19.53 | |||||||||||||||||
FSRL |
First Reliance Bancshares, Inc. | 8.36 | NA | 1.16 | 13.16 | 1.20 | 13.61 | 0.35 | 229.09 | 9.09 | 120.33 | 10.06 | NA | 8.79 | NA | NA | NM | |||||||||||||||||
FRFC |
First Robinson Financial Corporation | 7.76 | 7.76 | 0.64 | 8.01 | 0.64 | 8.01 | 0.71 | 94.92 | 10.79 | 84.83 | 6.58 | 84.83 | 10.79 | 1.24 | 2.46 | 25.85 | |||||||||||||||||
FSWA |
First Sound Bank | 8.30 | 8.23 | 0.19 | 2.25 | 0.20 | 2.31 | 1.02 | 88.70 | NM | 129.95 | 10.79 | 131.22 | NM | NA | NA | NM | |||||||||||||||||
FSBH |
First Southern Bank | 7.97 | 7.97 | 1.41 | 15.25 | 1.41 | 15.25 | 0.91 | 149.26 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
FLEW |
Fleetwood Bank Corporation | 7.88 | 7.88 | 0.54 | 6.22 | 0.54 | 6.22 | 0.10 | 635.80 | 12.41 | 79.60 | NA | 79.60 | 12.41 | 2.00 | 2.89 | 35.85 | |||||||||||||||||
FBIP |
FNB Bancorp, Inc. | 7.66 | 7.66 | 0.83 | 8.95 | 0.82 | 8.91 | 0.16 | 262.24 | NA | NA | NA | NA | NA | 3.72 | 2.74 | NA | |||||||||||||||||
FIDS |
FNB, Inc. | 8.63 | 8.63 | 0.88 | 9.55 | 0.88 | 9.55 | 0.07 | NM | 8.63 | 81.92 | 7.07 | 81.92 | 8.63 | 1.20 | 4.00 | 34.52 | |||||||||||||||||
FGFH |
Foresight Financial Group, Inc. | NA | NA | 0.81 | NA | NA | NA | NA | NA | 10.51 | 77.26 | NA | 77.44 | NA | 0.44 | 1.38 | 13.23 | |||||||||||||||||
FHLB |
Friendly Hills Bancorp | 9.37 | 9.20 | 0.47 | 5.11 | 0.53 | 5.67 | 0.00 | NM | 19.33 | 96.37 | 9.03 | 98.35 | 17.50 | NA | NA | NM | |||||||||||||||||
FXLG |
FS Bancorp | 9.27 | 9.05 | 1.56 | 16.36 | 1.53 | 16.03 | NA | NA | 7.97 | 122.03 | 11.30 | 125.33 | 8.14 | 2.80 | 5.01 | 24.96 | |||||||||||||||||
GLNV |
Glenville Bank Holding Company, Inc. | 6.39 | NA | NA | NA | NA | NA | 0.16 | 536.49 | NA | 41.07 | NA | 41.35 | NA | 2.00 | 2.22 | NA | |||||||||||||||||
GSBX |
Golden State Bancorp | 6.48 | 6.48 | -0.04 | -0.58 | -0.04 | -0.58 | NA | NA | NM | 105.01 | 6.81 | 105.01 | NM | NA | NA | NM | |||||||||||||||||
GVYB |
Golden Valley Bancshares, Inc. | 8.33 | 8.33 | 1.11 | 13.48 | 1.11 | 13.48 | NA | NA | 9.13 | 115.40 | 9.61 | 115.40 | NA | 0.00 | 0.00 | NM | |||||||||||||||||
GABK |
Grand Bank Corp. | 18.54 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 120.00 | 1.52 | NA | |||||||||||||||||
GTPS |
Great American Bancorp, Inc. | 8.81 | 8.60 | 0.49 | 5.40 | 0.49 | 5.40 | NA | NA | 13.69 | 73.35 | 6.46 | 75.31 | 13.69 | 0.68 | 2.04 | 27.87 | |||||||||||||||||
GUAA |
Guaranty Bancorp, Inc. | 7.92 | 7.92 | 0.69 | 7.60 | 0.62 | 6.82 | 0.13 | 724.07 | 10.23 | 79.94 | 6.33 | 79.94 | NA | 0.00 | 0.00 | NM | |||||||||||||||||
HMLN |
Hamlin Bank and Trust Company | 19.95 | 19.95 | 3.27 | 15.99 | 1.08 | 5.31 | 0.45 | 264.35 | 7.40 | 113.52 | 22.65 | 113.52 | NA | 11.00 | 3.96 | 29.29 | |||||||||||||||||
HRBK |
Harbor Bankshares Corporation | 2.99 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 0.00 | 0.00 | NA | |||||||||||||||||
HFBK |
Harford Bank | 9.16 | 9.16 | 0.99 | 10.69 | 1.01 | 10.84 | 1.10 | 89.13 | 8.55 | 87.51 | 8.02 | 87.51 | 8.43 | 0.72 | 2.49 | 20.71 | |||||||||||||||||
HCBN |
HCB Financial Corp. | 8.41 | 8.41 | 0.75 | 8.44 | NA | NA | NA | NA | 9.93 | 82.13 | 6.91 | 82.13 | NA | 0.76 | 2.71 | 31.56 | |||||||||||||||||
HRGG |
Heritage NOLA Bancorp, Inc. | 14.66 | 14.66 | 0.69 | 4.44 | 0.69 | 4.44 | NA | NA | 18.12 | 83.40 | 12.23 | 83.40 | 18.12 | NA | NA | NM | |||||||||||||||||
HFBA |
HFB Financial Corporation | 10.70 | 10.70 | 0.82 | 8.45 | 0.78 | 8.09 | 1.01 | 137.06 | NA | NA | NA | NA | NA | 0.80 | 2.62 | NA | |||||||||||||||||
HBSI |
Highlands Bankshares, Inc. | 11.85 | 11.56 | 0.75 | 6.02 | 0.74 | 5.96 | NA | NA | 15.00 | 88.98 | 10.54 | 91.52 | 15.15 | 1.68 | 4.48 | 64.80 | |||||||||||||||||
HBIA |
Hills Bancorporation | 10.83 | 10.78 | 1.27 | 11.81 | 1.33 | 12.32 | 0.42 | 215.80 | 12.44 | 141.77 | 15.36 | 142.60 | 11.92 | 0.94 | 1.45 | 18.04 | |||||||||||||||||
HCKG |
Hocking Valley BancShares, Inc. | 10.80 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 1.20 | 0.15 | NA | |||||||||||||||||
HWIS |
Home Bancorp Wisconsin, Inc. | 10.46 | 10.46 | 1.35 | 13.25 | 1.35 | 13.25 | NA | NA | 8.56 | 111.44 | 11.66 | 111.44 | 8.56 | NA | NA | NM | |||||||||||||||||
HWEN |
Home Financial Bancorp | 11.02 | 11.02 | -0.89 | -7.67 | 0.55 | 4.78 | NA | NA | NM | 152.74 | 16.83 | 152.74 | 30.97 | 0.16 | 1.48 | NM | |||||||||||||||||
HLFN |
Home Loan Financial Corporation | 12.71 | 12.71 | 1.55 | 12.38 | 1.55 | 12.38 | NA | NA | 12.77 | 152.59 | 19.39 | 152.59 | 12.77 | 1.08 | 3.09 | 66.06 | |||||||||||||||||
HONT |
Honat Bancorp, Inc. | 13.30 | 13.30 | 1.43 | 10.34 | 1.40 | 10.15 | NA | NA | 15.45 | 153.88 | 20.47 | 153.88 | 15.75 | 1.92 | 1.55 | 23.92 | |||||||||||||||||
HRRB |
Horizon Bancorp, Inc. (Lake Havasu City, AZ) | 6.68 | 6.68 | 1.01 | 15.03 | NA | NA | 0.49 | 196.40 | 7.08 | 98.69 | 6.60 | 98.69 | NA | NA | NA | NM | |||||||||||||||||
HVLM |
Huron Valley Bancorp, Inc. | 8.10 | 8.10 | 0.87 | 10.22 | NA | NA | NA | NA | 10.40 | 101.45 | 8.22 | 101.45 | NA | 0.00 | 0.00 | NM | |||||||||||||||||
IBWC |
IBW Financial Corporation | 8.50 | 8.45 | 1.51 | 19.13 | 1.54 | 19.51 | 1.75 | 55.99 | NA | 40.76 | 3.43 | 41.02 | NA | 0.25 | 0.76 | NA | |||||||||||||||||
IFBH |
IFB Holdings, Inc. | 19.07 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 0.50 | 0.77 | NA | |||||||||||||||||
IOFB |
Iowa First Bancshares Corp. | NA | NA | 0.42 | NA | NA | NA | NA | NA | 17.86 | NA | NA | NA | NA | 0.60 | 1.71 | 30.10 | |||||||||||||||||
JBTC |
JBT Bancorp Inc. | 8.05 | 8.05 | 0.92 | 11.06 | NA | NA | NA | NA | 9.43 | 100.91 | 8.12 | 100.91 | NA | 0.84 | 3.15 | 29.33 | |||||||||||||||||
JFWV |
Jefferson Security Bank | 7.59 | 7.59 | 0.88 | 10.99 | 0.87 | 10.94 | 1.16 | 58.97 | 9.06 | 96.79 | 7.35 | 96.79 | 9.10 | 2.10 | 1.93 | 17.05 | |||||||||||||||||
JTNB |
JTNB Bancorp, Inc. | 10.52 | 10.17 | 1.09 | 10.07 | 0.96 | 8.91 | 0.23 | 205.83 | NA | NA | NA | NA | NA | 0.24 | 1.37 | NA | |||||||||||||||||
JUVF |
Juniata Valley Financial Corp. | 8.82 | 7.80 | 0.80 | 8.39 | 0.75 | 7.89 | 0.26 | 190.26 | 13.03 | 112.21 | 9.90 | 128.31 | 13.86 | 0.88 | 5.32 | 69.29 | |||||||||||||||||
KEFI |
Keweenaw Financial Corporation | 9.20 | NA | 1.37 | 12.67 | 1.39 | 12.81 | NA | NA | 8.41 | 99.48 | 9.15 | NA | 8.31 | 1.36 | 1.76 | 14.47 | |||||||||||||||||
KLIB |
Killbuck Bancshares, Inc. | 8.99 | 8.82 | 0.89 | 8.75 | 0.88 | 8.63 | 0.08 | 682.25 | NA | NA | NA | NA | NA | 3.40 | 2.18 | NA | |||||||||||||||||
KSBI |
KS Bancorp, Inc. | 6.42 | 6.42 | 1.10 | 17.14 | NA | NA | NA | NA | 8.14 | 129.61 | 8.32 | 129.61 | NA | 0.64 | 1.60 | 10.16 | |||||||||||||||||
LKSB |
Lakeside Bancshares, Inc. | 7.61 | 7.56 | 0.43 | 4.65 | 0.43 | 4.65 | 0.12 | 656.19 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
LWCL |
Lewis & Clark Bancorp | 8.67 | NA | 0.77 | 7.08 | NA | NA | NA | NA | 14.92 | NA | NA | NA | NA | 0.30 | 0.88 | 13.16 | |||||||||||||||||
LIBC |
Liberty Bancorp (South San Francisco, CA) | 7.81 | 7.81 | 0.28 | 3.61 | 0.28 | 3.61 | NA | NA | 31.11 | 110.28 | 8.61 | 110.28 | 31.11 | 0.00 | 0.00 | NM | |||||||||||||||||
LBSI |
Liberty Bancshares, Inc. (Ada, OH) | 12.58 | 12.29 | 1.24 | 9.73 | 1.24 | 9.72 | NA | NA | 10.50 | NA | NA | NA | 10.50 | 1.50 | 2.46 | 24.96 | |||||||||||||||||
LNKB |
LINKBANCORP, Inc. | 10.23 | 9.94 | 1.00 | 9.69 | 1.10 | 10.69 | NA | 841.84 | 24.20 | 198.93 | 20.35 | 205.43 | 21.96 | NA | NA | NM | |||||||||||||||||
MFBP |
M&F Bancorp, Inc. | 11.52 | 11.52 | 0.68 | 7.26 | NA | NA | NA | NA | 7.17 | 62.79 | 4.41 | 62.79 | NA | 0.02 | 0.26 | 3.77 | |||||||||||||||||
MCBK |
Madison County Financial, Inc. | 17.07 | NA | 1.62 | 8.95 | NA | NA | NA | NA | 12.11 | 107.04 | 18.27 | 110.36 | NA | 0.63 | 1.88 | 22.74 | |||||||||||||||||
MSWV |
Main Street Financial Services Corp. | 8.47 | 8.47 | 0.92 | 10.49 | NA | NA | NA | NA | NA | NA | NA | NA | NA | 0.40 | 2.58 | NA | |||||||||||||||||
MLGF |
Malaga Financial Corporation | NA | NA | 1.45 | NA | 1.45 | NA | NA | NA | 10.04 | NA | NA | NA | 10.04 | 1.00 | 4.00 | 48.79 | |||||||||||||||||
MBOF |
Marine Bancorp of Florida, Inc. | 5.86 | NA | 1.00 | 16.34 | NA | NA | NA | NA | 6.86 | NA | NA | NA | NA | NA | NA | NM | |||||||||||||||||
MCHT |
Mauch Chunk Trust Financial Corp. | 8.00 | 8.00 | 0.72 | 7.81 | 0.44 | 4.78 | 0.04 | NM | 11.38 | 96.34 | 7.71 | 96.34 | 18.56 | 0.32 | 2.58 | 28.44 |
MBKL |
MBT Bancshares, Inc. | 8.28 | 8.28 | 0.84 | 9.54 | 0.84 | 9.48 | 0.17 | 409.75 | 12.22 | 113.51 | 9.40 | 113.51 | 12.29 | 1.00 | 4.12 | 50.30 | |||||||||||||||||
MCHN |
Mchenry Bancorp, Inc. | 8.38 | 8.38 | NA | NA | NA | NA | 0.83 | 108.61 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
MKIN |
MCNB Banks, Inc. | 11.10 | 11.10 | 0.81 | 7.21 | 0.62 | 5.46 | 7.36 | 18.49 | NA | 60.66 | 6.73 | 60.66 | NA | 0.00 | 0.00 | NA | |||||||||||||||||
MCHB |
Mechanics Bank | 13.00 | 8.39 | 0.64 | 4.85 | 0.74 | 5.67 | 0.26 | 270.37 | 16.34 | 78.25 | 10.17 | 127.62 | 13.99 | 0.00 | 0.00 | 139.91 | |||||||||||||||||
MFGI |
Merchants Financial Group, Inc. | 8.36 | 7.07 | 1.20 | 14.60 | NA | NA | NA | NA | 6.38 | 88.01 | 7.36 | 105.56 | NA | 1.60 | 2.19 | 13.54 | |||||||||||||||||
MDVT |
Middlebury National Corporation | 8.21 | 8.21 | 0.98 | 11.49 | NA | NA | NA | NA | 7.92 | 87.62 | 7.19 | 87.62 | NA | 1.12 | 2.57 | 20.04 | |||||||||||||||||
MCPH |
Midland Capital Holdings Corp. | 7.98 | 7.98 | -0.66 | -7.31 | -0.66 | -7.31 | 0.75 | 34.77 | NM | 43.99 | 3.51 | 43.99 | NM | 0.08 | 0.00 | NM | |||||||||||||||||
MIFF |
Mifflinburg Bancorp, Inc. | 10.03 | 10.03 | 1.10 | 10.74 | NA | NA | NA | NA | 9.85 | 103.62 | 10.39 | 103.62 | NA | 1.24 | 0.00 | NM | |||||||||||||||||
MSBC |
Mission Bancorp | 7.68 | 7.67 | 1.37 | 17.46 | NA | NA | NA | NA | 9.91 | 160.83 | 12.35 | 161.01 | NA | NA | NA | NM | |||||||||||||||||
MPCB |
Mountain Pacific Bancorp, Inc. | 9.26 | 9.26 | 1.00 | 11.85 | NA | NA | NA | NA | NA | 112.84 | 8.66 | 112.84 | NA | NA | NA | NA | |||||||||||||||||
MPHX |
MPB BHC, INC. | 9.98 | NA | 1.77 | 16.10 | 1.77 | 16.10 | 0.01 | NM | 10.67 | 154.53 | 15.41 | 151.55 | 10.67 | NA | NA | NM | |||||||||||||||||
NACB |
National Capital Bancorp Inc. | 8.31 | 8.31 | 0.68 | 7.88 | NA | NA | NA | NA | 13.72 | 105.59 | 8.78 | 105.59 | NA | 2.20 | 1.10 | 11.32 | |||||||||||||||||
NCXS |
NBC Bancorp, Inc. | 8.38 | NA | NA | NA | NA | NA | NA | NA | NA | 69.42 | NA | NA | NA | 1.30 | 2.55 | NA | |||||||||||||||||
NEFB |
Neffs Bancorp, Inc. | 16.43 | 16.43 | 0.88 | 4.86 | 0.88 | 4.86 | 0.33 | 157.80 | NA | 127.57 | NA | 127.57 | NA | 8.00 | 1.37 | NA | |||||||||||||||||
NWPP |
New Peoples Bankshares, Inc. | 7.64 | 7.64 | 0.78 | 10.42 | 0.78 | 10.42 | NA | NA | 8.27 | 84.37 | 6.45 | 84.37 | 8.27 | NA | NA | NM | |||||||||||||||||
NTBP |
New Tripoli Bancorp, Inc. | 11.16 | 11.16 | 1.33 | 11.47 | 1.30 | 11.23 | 0.76 | 134.87 | NA | NA | NA | NA | NA | 40.00 | 2.61 | NA | |||||||||||||||||
NMBF |
Nmb Financial Corp | 9.54 | 9.49 | 0.81 | 8.83 | 0.81 | 8.83 | 0.69 | 264.06 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
NODB |
North Dallas Bank & Trust Co. | NA | NA | 0.54 | NA | NA | NA | NA | NA | 24.84 | 117.41 | NA | 117.41 | NA | 1.00 | 1.29 | 41.67 | |||||||||||||||||
NRLB |
Northern California Bancorp, Inc. | 7.42 | NA | NA | NA | NA | NA | NA | NA | NA | 81.66 | 6.06 | NA | NA | 0.00 | 0.00 | NA | |||||||||||||||||
NCNB |
Northern California National Bank | 8.52 | 8.52 | 0.94 | 10.32 | 0.61 | 6.67 | 1.13 | 77.99 | NA | 157.28 | NA | 157.28 | NA | 0.00 | 0.00 | NA | |||||||||||||||||
NUBC |
Northumberland Bancorp | 9.59 | 9.59 | 0.80 | 7.80 | 0.76 | 7.45 | 0.22 | 265.25 | 10.91 | 83.50 | 8.00 | 83.50 | 11.43 | 0.92 | 2.39 | 25.21 | |||||||||||||||||
BKOR |
Oak Ridge Financial Services, Inc. | 8.41 | 8.41 | 1.02 | 12.68 | 1.03 | 12.79 | NA | NA | 8.30 | 98.57 | 8.29 | 98.57 | 8.22 | 0.28 | 1.58 | 12.21 | |||||||||||||||||
OAKV |
Oak View National Bank | 8.76 | 8.76 | 0.73 | 8.12 | 0.87 | 9.71 | 0.00 | NM | 11.71 | 91.99 | 8.06 | 91.99 | 9.88 | 0.16 | 0.00 | 5.48 | |||||||||||||||||
OCNB |
Oconomowoc Bancshares, Inc. | 8.55 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 4.30 | 0.98 | NA | |||||||||||||||||
ORBN |
Oregon Bancorp, Inc. | 18.07 | 18.07 | 8.46 | 52.52 | 8.46 | 52.52 | NA | NA | 3.20 | 148.83 | 26.90 | 148.83 | NA | 1.04 | 0.00 | 2.82 | |||||||||||||||||
ORPB |
Oregon Pacific Bancorp | 6.97 | 6.97 | 1.17 | 16.00 | 1.17 | 16.00 | NA | NA | 7.28 | 106.39 | 7.42 | 106.39 | 7.28 | 0.00 | 0.00 | NM | |||||||||||||||||
OXBC |
Oxford Bank Corporation | 8.30 | NA | 1.39 | 18.59 | NA | NA | NA | NA | 6.78 | 123.39 | NA | 124.69 | NA | 0.00 | 0.00 | NM | |||||||||||||||||
PFBN |
Pacific Alliance Bank | 12.18 | 12.18 | 0.86 | 7.34 | 0.69 | 5.90 | 0.00 | NM | 9.28 | 66.53 | 8.11 | 66.53 | 11.51 | 0.10 | 1.11 | 10.31 | |||||||||||||||||
PEBN |
Pacific Enterprise Bancorp | 9.43 | NA | 0.86 | 9.40 | 0.86 | 9.40 | NA | NA | 12.93 | 110.39 | 10.41 | 114.91 | 12.93 | NA | NA | NM | |||||||||||||||||
PVBK |
Pacific Valley Bank | 8.68 | 8.68 | 0.94 | 10.60 | 0.94 | 10.60 | 0.17 | 615.37 | 10.10 | 102.12 | 8.87 | 102.12 | 10.10 | NA | NA | NM | |||||||||||||||||
PWBO |
Pacific West Bank | 12.09 | NA | 0.28 | 1.94 | 0.28 | 1.95 | 0.17 | 388.30 | NM | 121.90 | 14.74 | NA | NM | NA | NA | NM | |||||||||||||||||
PGNN |
Paragon Financial Solutions, Inc. | 10.34 | 10.27 | 0.67 | 6.62 | 0.66 | 6.56 | 0.13 | NM | 13.85 | 89.91 | 9.30 | 90.57 | 13.97 | NA | NA | NM | |||||||||||||||||
PBKX |
Partners Bank of California | 8.51 | 8.51 | 0.70 | 7.92 | 0.70 | 7.92 | 0.06 | NM | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
IDFB |
Peak Bancorp Inc. | 5.73 | 5.73 | 0.63 | 16.02 | NA | NA | NA | NA | 7.52 | 111.05 | 6.37 | 111.05 | NA | NA | NA | NM | |||||||||||||||||
PEBA |
Penn Bancshares, Inc. | 8.66 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 0.00 | 0.00 | NA | |||||||||||||||||
PPBB |
Peoples Bancorp | 8.98 | 8.98 | 0.93 | 8.87 | NA | NA | 0.31 | 441.14 | NA | NA | NA | NA | NA | 0.00 | 0.00 | NA | |||||||||||||||||
PEBC |
Peoples Bancorp, Inc. | 9.69 | 8.65 | 0.61 | 5.94 | 0.68 | 6.53 | 1.09 | 108.22 | 12.93 | 75.87 | 7.35 | 86.03 | 11.76 | 0.72 | 2.30 | 29.71 | |||||||||||||||||
PBCO |
Peoples Bank of Commerce | 9.31 | NA | 1.55 | 15.95 | NA | NA | NA | NA | 6.96 | 105.57 | 9.83 | 116.21 | NA | 0.00 | 0.00 | NM | |||||||||||||||||
PPLL |
Peoples Ltd. | NA | NA | 1.48 | NA | NA | NA | NA | NA | 7.83 | NA | NA | NA | NA | 2.28 | 3.21 | 30.10 | |||||||||||||||||
PPAL |
Peoples Trust Company of St. Albans | 10.08 | 10.08 | 0.73 | 6.99 | 0.73 | 6.99 | 0.63 | 125.62 | NA | NA | NA | NA | NA | 0.95 | 1.38 | NA | |||||||||||||||||
PPSF |
Peoples-Sidney Financial Corporation | 12.06 | 12.06 | 0.52 | 4.09 | 0.52 | 4.09 | 0.52 | 160.99 | NA | NA | NA | NA | NA | 0.24 | 2.50 | NA | |||||||||||||||||
PCLB |
Pinnacle Bancshares, Inc. | 10.67 | 10.59 | 1.20 | 10.80 | 1.20 | 10.80 | NA | NA | 9.46 | 95.95 | 10.24 | 96.81 | 9.46 | 0.88 | 2.60 | 22.91 | |||||||||||||||||
PBKC |
Pioneer Bankcorp, Inc. | 7.61 | 7.61 | 0.95 | 11.70 | NA | NA | NA | NA | 8.45 | 95.19 | 7.24 | 95.19 | NA | 0.60 | 1.66 | 13.99 | |||||||||||||||||
PNBI |
Pioneer Bankshares, Inc. | 11.07 | 10.96 | 1.25 | 10.27 | NA | NA | NA | NA | 8.45 | 89.40 | 9.90 | 90.43 | NA | 0.96 | 3.36 | 28.11 | |||||||||||||||||
PONT |
Pontiac Bancorp, Inc. | 15.58 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 7.00 | 1.50 | NA | |||||||||||||||||
PTBS |
Potomac Bancshares, Inc. | 8.47 | 8.47 | 0.90 | 10.49 | NA | NA | NA | NA | 11.86 | 120.63 | 10.21 | 120.63 | NA | 0.32 | 1.93 | 21.43 | |||||||||||||||||
PRMY |
Primary Bank | 9.00 | 9.00 | 1.11 | 11.84 | 1.11 | 11.84 | 0.39 | 198.58 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
QNBC |
QNB Corp. | 8.72 | 8.72 | 1.15 | 13.00 | 0.90 | 10.15 | 0.79 | 89.51 | 7.73 | 95.12 | 8.29 | 95.12 | 9.89 | 1.40 | 3.81 | 29.05 | |||||||||||||||||
QRRY |
Quarry City Savings & Loan Association | 13.18 | 13.18 | 0.37 | 2.62 | 0.37 | 2.62 | 1.05 | 61.86 | 24.71 | 64.18 | 8.46 | 64.18 | 24.71 | NA | NA | NM | |||||||||||||||||
RBAZ |
RBAZ Bancorp, Inc. | 10.22 | 10.22 | 0.87 | 9.76 | 0.87 | 9.79 | 0.11 | 514.06 | 10.10 | 70.00 | 7.16 | 70.00 | 10.07 | 0.00 | 0.00 | NM | |||||||||||||||||
RWCB |
Redwood Capital Bancorp | 6.68 | 6.68 | 1.11 | 15.46 | 1.11 | 15.46 | NA | NA | 7.35 | 106.59 | 7.12 | 106.59 | 7.35 | 0.28 | 1.40 | 10.26 | |||||||||||||||||
REDW |
Redwood Financial, Inc. | 8.49 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 2.00 | 1.66 | NA | |||||||||||||||||
RCBC |
River City Bank | 8.62 | 8.62 | 1.25 | 15.20 | 1.17 | 14.20 | 0.00 | NM | 9.28 | 133.72 | NA | 133.72 | 9.93 | 1.26 | 0.48 | 4.44 | |||||||||||||||||
RVRF |
River Financial Corporation | 7.73 | 6.41 | 1.18 | 13.69 | 1.21 | 14.04 | NA | NA | 8.45 | 110.18 | 8.52 | 134.68 | 8.25 | 0.40 | 1.38 | 11.66 | |||||||||||||||||
RVCB |
River Valley Community Bancorp | 9.62 | 9.62 | 1.05 | 11.49 | NA | NA | NA | NA | 11.28 | 121.07 | 11.65 | 121.07 | NA | NA | NA | NM | |||||||||||||||||
SBBI |
S.B.C.P. Bancorp, Inc. | 7.60 | 6.51 | 0.97 | 12.43 | NA | NA | NA | NA | 7.23 | 83.84 | 6.37 | 98.99 | NA | 1.64 | 1.73 | 12.40 | |||||||||||||||||
SVVB |
Savi Financial Corporation, Inc. | 7.79 | NA | 0.70 | 8.62 | NA | NA | NA | NA | 15.85 | 99.90 | 7.78 | 105.81 | NA | NA | NA | NM | |||||||||||||||||
SCYT |
Security Bancorp, Inc. | 9.65 | 9.65 | 0.95 | 9.45 | NA | NA | NA | NA | 9.96 | NA | NA | NA | NA | 1.00 | 1.51 | 15.04 | |||||||||||||||||
SFDL |
Security Federal Corporation | 9.60 | 9.51 | 0.87 | 9.13 | 0.84 | 8.76 | NA | NA | 10.22 | 89.44 | 8.59 | 90.38 | 10.65 | 0.44 | 1.39 | 13.87 | |||||||||||||||||
SNLC |
Security National Corporation | 11.16 | 11.02 | 1.00 | 9.18 | 1.01 | 9.19 | 0.98 | 128.00 | NA | NA | NA | NA | NA | 1.20 | 0.96 | 15.05 | |||||||||||||||||
SFSA |
Sidney Federal Savings and Loan Association | 5.99 | 5.99 | -1.62 | -23.10 | -1.62 | -23.10 | 0.15 | 558.62 | NM | 67.53 | 4.05 | 67.53 | NA | NA | NA | NM | |||||||||||||||||
SGBG |
Signature Bank of Georgia | 10.96 | 10.96 | 1.04 | 9.80 | 1.04 | 9.80 | 2.74 | NM | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
SLRK |
Solera National Bancorp, Inc. | 10.18 | 10.18 | 1.96 | 18.85 | 1.67 | 16.06 | NA | NA | 5.47 | 92.07 | 9.37 | 92.07 | NA | NA | NA | NM | |||||||||||||||||
SOBS |
Solvay Bank Corp. | 8.76 | 8.76 | 0.76 | 8.14 | 0.75 | 8.02 | 0.45 | 150.65 | NA | NA | NA | NA | NA | 1.48 | 3.69 | NA | |||||||||||||||||
SOME |
Somerset Trust Holding Company | 7.58 | 7.57 | 0.81 | 10.40 | 0.80 | 10.21 | NA | NA | 7.75 | NA | NA | NA | 7.90 | 1.52 | 3.65 | 28.12 | |||||||||||||||||
SEBC |
Southeastern Banking Corporation | 11.42 | 11.42 | 1.33 | 11.01 | 1.32 | 10.97 | NA | NA | 9.56 | 101.54 | 11.60 | 101.54 | 9.59 | 0.64 | 2.94 | 27.19 | |||||||||||||||||
SBNC |
Southern BancShares (N.C.), Inc. | 10.48 | 9.89 | 3.43 | 34.63 | 1.06 | 10.68 | 0.14 | 529.10 | 3.25 | 95.50 | 9.97 | 101.87 | 10.57 | 20.00 | 0.39 | 1.19 | |||||||||||||||||
BCAL |
Southern California Bancorp | 9.76 | 8.66 | 0.25 | 2.71 | 0.66 | 7.11 | NA | NA | NM | 110.91 | 10.83 | 126.52 | 16.58 | NA | NA | NM | |||||||||||||||||
SCBS |
Southern Community Bancshares, Inc. | 9.24 | 9.24 | 0.68 | 7.42 | 0.64 | 7.05 | 2.76 | 45.24 | NA | NA | NA | NA | NA | 0.06 | 0.43 | NA | |||||||||||||||||
SOMC |
Southern Michigan Bancorp, Inc. | 8.50 | 7.37 | 1.01 | 11.10 | 1.01 | 11.13 | NA | NA | 9.01 | 95.48 | 8.12 | 111.41 | 8.98 | 0.48 | 2.41 | 21.22 | |||||||||||||||||
SOUB |
SouthPoint Bancshares, Inc. | 7.62 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
SFIG.A |
STAR Financial Group, Inc. | 8.98 | 8.89 | 1.07 | 10.99 | 0.98 | 10.06 | 0.53 | 130.59 | NA | NA | NA | NA | NA | 1.20 | 1.64 | NA | |||||||||||||||||
STBK |
Studio Bank | 11.57 | 11.57 | 0.73 | 6.12 | 0.73 | 6.12 | 0.00 | NM | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
SMAL |
Summit Bancshares, Inc. | 11.20 | 11.20 | 0.88 | 7.49 | 0.88 | 7.49 | 0.23 | 586.62 | 16.56 | 121.50 | 13.61 | 121.50 | 16.56 | 0.36 | 0.95 | 15.69 | |||||||||||||||||
SBKO |
Summit Bank Group, Inc. | 8.40 | 8.40 | 1.35 | 16.68 | 1.35 | 16.68 | NA | NA | 10.94 | 169.26 | 14.21 | 169.26 | 10.94 | NA | NA | NM | |||||||||||||||||
SRYB |
Surrey Bancorp | 11.36 | NA | 1.29 | 11.12 | 1.13 | 9.78 | NA | NA | 11.11 | 122.95 | 13.97 | 120.63 | 12.65 | 0.42 | 2.80 | 46.30 | |||||||||||||||||
SQCF |
Susquehanna Community Financial, Inc. | 9.77 | 9.77 | 1.17 | 10.60 | 1.18 | 10.62 | 0.11 | 543.38 | 9.95 | 100.82 | NA | 100.82 | 9.93 | 0.88 | 4.63 | 49.21 | |||||||||||||||||
TVLF |
Tennessee Valley Financial Holdings, Inc. | 6.76 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
ADKT |
The Adirondack Trust Company | 9.19 | 7.98 | 0.60 | 6.12 | 0.62 | 6.39 | 0.16 | 890.08 | NA | 101.31 | NA | 118.43 | NA | 51.50 | 2.78 | NA | |||||||||||||||||
BAOB |
The Baraboo Bancorporation, Inc. | 9.81 | 9.81 | 0.70 | 6.88 | 0.70 | 6.88 | 0.77 | 193.87 | NA | NA | NA | NA | NA | 0.08 | 1.95 | NA | |||||||||||||||||
FAHE |
The Fahey Banking Company | 17.81 | 17.81 | 1.23 | 7.00 | 1.09 | 6.18 | 2.63 | 42.04 | NA | NA | NA | NA | NA | 80.00 | 0.00 | NA | |||||||||||||||||
FSDK |
The First Citizens National Bank of Upper Sandusky | 11.97 | 11.92 | 0.36 | 2.70 | 0.36 | 2.66 | 0.23 | 323.19 | 27.55 | 76.59 | 9.17 | 76.96 | 27.94 | 2.24 | 2.26 | 62.38 | |||||||||||||||||
FIGR |
The First National Bank of Groton | 14.09 | 14.09 | 1.04 | 7.38 | 1.04 | 7.38 | 1.61 | 54.89 | 14.12 | 102.55 | 14.45 | 102.55 | 14.12 | 17.30 | 3.46 | 52.97 | |||||||||||||||||
SRNN |
The Southern Banc Company, Inc. | 11.08 | 11.08 | 0.45 | 3.88 | 0.45 | 3.88 | 1.10 | 66.69 | 13.19 | 53.78 | 5.96 | 53.78 | 13.19 | 0.00 | 0.00 | NM | |||||||||||||||||
TDCB |
Third Century Bancorp | 9.16 | 9.16 | 0.83 | 8.73 | NA | NA | NA | NA | 10.92 | 91.25 | 8.36 | 91.25 | NA | 0.36 | 2.21 | 22.82 | |||||||||||||||||
THVB |
Thomasville Bancshares, Inc. | 8.66 | 8.37 | 1.71 | 19.45 | 1.71 | 19.45 | 0.11 | NM | NA | 395.63 | NA | 411.75 | NA | 1.60 | 2.38 | NA | |||||||||||||||||
TMAK |
Touchmark Bancshares, Inc. | 14.64 | NA | 1.63 | 12.24 | NA | NA | NA | NA | 5.85 | 68.04 | 9.96 | NA | NA | 0.00 | 0.00 | NM | |||||||||||||||||
TSBA |
Touchstone Bankshares Inc. | 9.11 | 8.95 | 0.64 | 6.92 | 0.67 | 7.23 | NA | NA | 11.41 | 76.45 | 6.95 | 77.90 | 10.92 | 0.28 | 2.38 | 27.18 |
TWCF |
Town and Country Financial Corporation | 9.24 | NA | 1.20 | 14.02 | NA | NA | NA | NA | 6.95 | 91.32 | 8.44 | NA | NA | 0.40 | 1.54 | 9.89 | |||||||||||||||||
TRBK |
Traditions Bancorp, Inc. | 9.80 | 9.80 | 1.44 | 14.22 | 1.62 | 15.97 | NA | NA | 7.21 | 98.29 | 9.64 | 98.29 | 6.42 | NA | NA | 13.51 | |||||||||||||||||
TRCY |
Tri City Bankshares Corporation | 9.77 | 9.77 | 0.80 | 7.67 | NA | NA | NA | NA | 13.74 | 104.77 | 10.24 | 104.77 | NA | 0.52 | 2.32 | 31.90 | |||||||||||||||||
TBBC |
Triad Business Bank | 16.59 | 16.59 | -1.16 | -5.89 | -1.23 | -6.21 | 0.00 | NM | NM | 121.44 | 20.15 | 121.44 | NM | NA | NA | NM | |||||||||||||||||
TYBT |
Trinity Bank, N.A. | 11.00 | 11.00 | 1.41 | 13.08 | 1.41 | 13.08 | 0.08 | NM | 15.91 | 186.23 | 20.49 | 186.23 | 15.91 | 1.38 | 1.88 | 29.44 | |||||||||||||||||
TRUX |
Truxton Corporation | 9.60 | 9.60 | 1.75 | 16.93 | 1.75 | 16.93 | NA | NA | 14.01 | 224.84 | 21.58 | 224.84 | 14.01 | 1.20 | 1.95 | 49.66 | |||||||||||||||||
UNPA |
UNB Corp. | 8.89 | 8.89 | 0.32 | 3.30 | 0.23 | 2.35 | 0.05 | NM | 15.38 | 52.52 | 4.67 | 52.52 | 21.55 | 2.00 | 1.51 | 29.03 | |||||||||||||||||
UFCP |
Union Financial Corporation | 7.13 | 6.83 | 0.60 | 9.13 | NA | NA | NA | NA | 8.15 | 76.29 | 5.44 | 79.86 | NA | 0.12 | 2.38 | 19.35 | |||||||||||||||||
UNBK |
United National Bank | 13.10 | 13.10 | 1.30 | 9.27 | 1.30 | 9.27 | 2.14 | 94.43 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
USMT |
US Metro Bancorp, Inc. | 7.94 | NA | 1.16 | 14.29 | NA | NA | NA | NA | 7.64 | 98.59 | 7.82 | NA | NA | NA | NA | NM | |||||||||||||||||
VERF |
Versailles Financial Corporation | 18.76 | 18.76 | 0.30 | 1.49 | 0.30 | 1.49 | 0.00 | NM | NM | 81.62 | 15.32 | 81.62 | NM | 0.50 | 1.79 | 104.17 | |||||||||||||||||
WTBF.B |
W.T.B. Financial Corporation | 7.84 | 7.84 | 0.86 | 10.34 | NA | NA | NA | NA | 12.03 | 123.70 | 9.70 | 123.70 | NA | 7.40 | 1.90 | 22.82 | |||||||||||||||||
WBZB |
Washington Business Bank | NA | NA | NA | NA | NA | NA | NA | NA | 8.93 | 104.21 | NA | 104.21 | NA | NA | NA | NM | |||||||||||||||||
WCFB |
WCF Bancorp, Inc. | 19.15 | NA | 0.19 | 0.96 | NA | NA | NA | NA | NA | 67.34 | 12.90 | NA | NA | 0.20 | 2.45 | NA | |||||||||||||||||
WSSH |
West Shore Bank Corp. | 7.96 | 7.64 | 0.75 | 8.82 | 0.72 | 8.42 | 1.05 | 82.65 | NA | NA | NA | NA | NA | 0.88 | 3.12 | NA | |||||||||||||||||
WDFN |
Woodlands Financial Services Company | 8.82 | 8.82 | 1.01 | 10.72 | 1.00 | 10.67 | NA | NA | 8.76 | 90.14 | 7.95 | 90.14 | 8.80 | 1.08 | 3.55 | 30.26 | |||||||||||||||||
WOBK |
Woodsboro Bank | 7.24 | 7.24 | 0.56 | 7.06 | 0.56 | 7.06 | 0.37 | 369.02 | NA | 70.73 | NA | 70.73 | NA | 0.16 | 0.36 | NA | |||||||||||||||||
BCTF |
Bancorp 34, Inc. | 9.37 | 9.35 | 0.75 | 7.53 | NA | NA | NA | NA | 10.79 | 83.42 | NA | 83.58 | NA | 0.20 | 1.61 | 21.74 | |||||||||||||||||
BERK |
Berkshire Bancorp Inc. | 23.18 | 23.18 | 0.17 | 0.73 | 0.17 | 0.70 | NA | NA | NM | 95.60 | 22.16 | 95.60 | NM | 0.00 | 0.00 | NM | |||||||||||||||||
CIBH |
CIB Marine Bancshares, Inc. | 14.20 | NA | 1.21 | 8.93 | 1.22 | 8.97 | 0.29 | 519.26 | 6.93 | 53.88 | 5.25 | NA | 6.90 | NA | NA | NM | |||||||||||||||||
CMUV |
CMUV Bancorp | NA | NA | 1.55 | NA | 1.61 | NA | NA | NA | 7.41 | NA | NA | NA | 7.15 | 0.40 | 3.33 | 28.40 | |||||||||||||||||
CHBH |
Croghan Bancshares, Inc. | 12.67 | NA | 1.45 | 11.34 | NA | NA | NA | NA | 9.43 | 102.78 | 13.02 | 127.38 | NA | 2.16 | 3.38 | 30.78 | |||||||||||||||||
EFBI |
Eagle Financial Bancorp, Inc. | 17.66 | 17.66 | 1.23 | 6.81 | 1.23 | 6.81 | NA | NA | 13.35 | NA | NA | NA | 13.35 | 0.20 | 1.08 | 17.99 | |||||||||||||||||
FMBL |
Farmers & Merchants Bank of Long Beach | 11.15 | 11.15 | 0.96 | 8.43 | 0.96 | 8.43 | 0.45 | 155.68 | 10.90 | 87.31 | 9.74 | 87.31 | 10.90 | 108.00 | 1.31 | 12.68 | |||||||||||||||||
FBTT |
First Bankers Trustshares, Inc. | 9.01 | 8.77 | 0.65 | 6.76 | 0.65 | 6.74 | 1.07 | 105.26 | 13.30 | 90.51 | 8.15 | 93.19 | 13.34 | 0.72 | 2.30 | 30.21 | |||||||||||||||||
FNRN |
First Northern Community Bancorp | 8.31 | 8.31 | 0.77 | 8.81 | 0.77 | 8.78 | 0.95 | 88.54 | 11.10 | 96.78 | 8.04 | 96.78 | 11.14 | NA | NA | NM | |||||||||||||||||
INFT |
Infinity Bank (Santa Ana, CA) | 12.94 | 12.94 | 0.31 | 2.39 | 0.31 | 2.39 | 0.50 | 178.56 | NM | 111.02 | 14.37 | 111.02 | NM | NA | NA | NM | |||||||||||||||||
JFBC |
Jeffersonville Bancorp | 11.28 | 11.28 | 0.88 | 7.43 | NA | NA | NA | NA | 15.77 | 113.15 | 12.76 | 113.15 | NA | 0.60 | 2.93 | 46.15 | |||||||||||||||||
JMSB |
John Marshall Bancorp, Inc. | 9.45 | 9.45 | 1.08 | 11.04 | 1.08 | 11.00 | 0.02 | NM | 12.27 | 128.54 | 12.15 | 128.54 | 12.32 | NA | NA | NM | |||||||||||||||||
LFGP |
Ledyard Financial Group, Inc. | 9.90 | 9.90 | 1.08 | 11.09 | 0.96 | 9.86 | NA | NA | 11.28 | 120.91 | 11.98 | 120.91 | 12.70 | 0.80 | 3.14 | 34.51 | |||||||||||||||||
LOGN |
Logansport Financial Corp. | 11.44 | 11.44 | 1.72 | 14.42 | 1.46 | 12.25 | NA | NA | 7.19 | 103.12 | 11.79 | 103.12 | 8.47 | 1.60 | 3.39 | 54.79 | |||||||||||||||||
MNBO |
MNB Holdings Corporation | 12.72 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 0.00 | 0.00 | NA | |||||||||||||||||
MYBF |
Muncy Bank Financial, Inc. | 10.21 | 10.21 | 1.42 | 14.10 | 1.30 | 12.92 | NA | NA | 8.28 | 109.63 | 11.19 | 109.64 | 9.04 | 1.48 | 3.78 | 30.97 | |||||||||||||||||
NIDB |
Northeast Indiana Bancorp, Inc. | 11.70 | 11.67 | 1.73 | 15.15 | NA | NA | 0.59 | 184.41 | 7.48 | 108.72 | 12.70 | 109.02 | NA | 1.12 | 2.59 | 36.68 | |||||||||||||||||
NWYF |
Northway Financial, Inc. | 8.17 | 7.41 | 0.74 | 8.88 | 0.38 | 4.55 | NA | NA | 10.39 | 89.16 | 7.28 | 99.13 | 20.30 | 0.70 | 2.19 | 22.73 | |||||||||||||||||
PBNK |
Pinnacle Bank | 8.90 | NA | 0.97 | 10.86 | NA | NA | NA | NA | 11.45 | 115.56 | 10.29 | 118.21 | NA | NA | NA | NM | |||||||||||||||||
QNTO |
Quaint Oak Bancorp, Inc. | 6.30 | 5.70 | 0.92 | 16.73 | 0.89 | 15.24 | 0.09 | NM | 8.00 | 116.04 | 6.87 | 130.07 | 8.23 | 0.44 | 2.44 | 17.78 | |||||||||||||||||
SUGR |
Sugar Creek Financial Corp. | 10.37 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 0.00 | 0.00 | NA | |||||||||||||||||
FBPA |
The Farmers Bank of Appomattox | 12.32 | 12.32 | 1.02 | 7.72 | 1.00 | 7.54 | 0.73 | 53.80 | 11.98 | 92.52 | 11.40 | 92.52 | 12.26 | 1.00 | 3.33 | 41.13 | |||||||||||||||||
UNTN |
United Tennessee Bankshares, Inc. | 9.27 | 9.27 | 0.56 | 5.22 | NA | NA | NA | NA | 14.61 | 77.50 | 7.19 | 77.50 | NA | 0.57 | 2.35 | 34.34 | |||||||||||||||||
UNIB |
University Bancorp, Inc. | 9.45 | 9.32 | 9.12 | 73.45 | 8.50 | 75.59 | 0.18 | 345.13 | NA | 155.41 | NA | 158.46 | NA | 0.30 | 1.95 | NA | |||||||||||||||||
FISB |
1st Capital Bancorp | 8.13 | 8.13 | 0.75 | 8.15 | 0.75 | 8.15 | NA | NA | 12.96 | 99.22 | 8.07 | 99.22 | 12.96 | NA | NA | NM | |||||||||||||||||
ALPI.B |
Alpine Banks of Colorado | 6.91 | 6.62 | 1.10 | 15.30 | 1.10 | 15.27 | 0.26 | 301.11 | 5.03 | 72.38 | 4.99 | 75.72 | 5.05 | 0.64 | 1.68 | 6.35 | |||||||||||||||||
AMBZ |
American Business Bank | 7.04 | 7.03 | 1.00 | 14.40 | 1.05 | 15.06 | 0.01 | NM | 9.43 | 123.48 | 8.69 | 123.51 | 9.01 | NA | NA | NM | |||||||||||||||||
ARBV |
American Riviera Bank | 7.89 | 7.48 | 1.08 | 12.72 | 1.09 | 12.76 | 0.30 | 274.63 | 9.08 | 108.81 | 8.59 | 115.37 | 9.05 | NA | NA | NM | |||||||||||||||||
BOID |
Bank of Idaho Holding Company | 9.08 | 9.08 | 0.98 | 10.25 | 1.00 | 10.41 | NA | NA | 11.68 | 114.81 | 10.43 | 114.81 | 11.50 | NA | NA | NM | |||||||||||||||||
BSFO |
Bank of San Francisco | 7.70 | NA | 1.13 | 15.87 | 1.13 | 15.87 | NA | NA | 7.29 | 107.39 | 8.27 | 112.55 | 7.29 | NA | NA | NM | |||||||||||||||||
BFCC |
BankFirst Capital Corporation | 8.50 | 6.49 | 0.93 | 11.03 | NA | NA | NA | NA | 9.77 | 101.86 | 8.66 | 136.47 | NA | 0.50 | 1.69 | 16.56 | |||||||||||||||||
FHBI |
BayFirst Financial Corp. | 7.75 | NA | 2.04 | 45.43 | 2.04 | 45.43 | NA | NA | 3.51 | 122.33 | 8.47 | NA | 3.51 | 0.28 | 1.08 | 3.69 | |||||||||||||||||
BHWB |
Blackhawk Bancorp, Inc. | 7.44 | 6.61 | 1.17 | 12.67 | 1.17 | 12.67 | 0.76 | 110.24 | 8.61 | 102.92 | 7.65 | 116.81 | 8.60 | 0.44 | 1.22 | 10.53 | |||||||||||||||||
BNCC |
BNCCORP, Inc. | 12.75 | 12.75 | 3.64 | 30.50 | NA | NA | NA | NA | 3.61 | 109.47 | 13.96 | 109.47 | NA | NA | NA | 71.24 | |||||||||||||||||
TYCB |
Calvin B. Taylor Bankshares, Inc. | 11.58 | 11.58 | 1.11 | 8.42 | 1.03 | 7.85 | NA | NA | 12.45 | 102.48 | 11.86 | 102.48 | 13.36 | 1.16 | 3.22 | 40.14 | |||||||||||||||||
CSHX |
Cashmere Valley Bank | 10.93 | 10.52 | 1.41 | 11.98 | 1.41 | 11.97 | 0.80 | 80.68 | 10.20 | 117.81 | 12.87 | 122.92 | 10.14 | 1.60 | 2.24 | 22.17 | |||||||||||||||||
CBBI |
CBB Bancorp, Inc. | 10.62 | NA | 1.31 | 11.29 | 1.38 | 11.97 | 0.32 | 291.46 | 7.12 | 75.65 | 8.03 | 78.47 | 6.72 | 0.24 | 1.94 | 6.27 | |||||||||||||||||
CTUY |
Century Next Financial Corporation | 10.46 | NA | 0.79 | 7.48 | 0.79 | 7.48 | NA | NA | 13.58 | 105.54 | 11.04 | NA | 13.58 | 0.27 | 0.83 | 11.32 | |||||||||||||||||
CPKF |
Chesapeake Financial Shares, Inc. | NA | NA | 1.30 | 13.50 | 1.25 | 12.99 | NA | NA | 9.11 | 115.79 | NA | 115.79 | 9.47 | 0.52 | 1.78 | 16.07 | |||||||||||||||||
CBAF |
CITBA Financial Corporation | 9.85 | 9.85 | 0.99 | 9.17 | 0.99 | 9.17 | 0.28 | 273.43 | 9.31 | 84.24 | 8.30 | 84.24 | 9.31 | 0.60 | 2.14 | 18.88 | |||||||||||||||||
CBTN |
Citizens Bancorp Investment, Inc. | 9.21 | 7.91 | 1.13 | 10.22 | 1.14 | 10.35 | NA | NA | 22.17 | 219.13 | 20.18 | 258.81 | 21.90 | NA | NA | NM | |||||||||||||||||
CNBN |
CNB Bank Shares, Inc. | 9.77 | 8.33 | 1.00 | 9.97 | 1.00 | 9.97 | 1.41 | 49.67 | NA | 93.69 | NA | 115.56 | NA | 0.48 | 2.09 | NA | |||||||||||||||||
CNBB |
CNB Community Bancorp, Inc. | 7.35 | 7.12 | 1.15 | 15.64 | NA | NA | NA | NA | 8.19 | 120.01 | 8.82 | 124.20 | NA | 1.08 | 2.49 | 24.01 | |||||||||||||||||
CCNB |
Coastal Carolina Bancshares, Inc. | 7.97 | 7.54 | 0.85 | 9.76 | NA | NA | NA | NA | 10.99 | 102.81 | 8.20 | 109.18 | NA | NA | NA | NM | |||||||||||||||||
COSO |
CoastalSouth Bancshares, Inc. | 8.70 | 8.32 | 0.90 | 9.88 | NA | NA | 0.30 | 240.01 | 13.36 | 121.54 | 10.58 | 127.74 | NA | NA | NA | NM | |||||||||||||||||
CBWA |
Commencement Bancorp Inc. | 9.48 | 9.28 | 0.74 | 7.80 | 0.75 | 7.89 | 0.57 | 148.06 | 14.13 | 106.66 | 10.12 | 109.29 | NA | NA | NA | NM | |||||||||||||||||
CNAF |
Commercial National Financial Corporation | 14.52 | 14.52 | 1.08 | 6.94 | 1.06 | 6.57 | NA | NA | 12.63 | 87.50 | 12.70 | 87.50 | 12.85 | 1.04 | 5.21 | 129.11 | |||||||||||||||||
CFST |
Communities First Financial Corporation | 7.97 | 7.97 | 1.83 | 23.82 | NA | NA | NA | NA | 8.56 | 175.57 | 13.99 | 175.57 | NA | NA | NA | NM | |||||||||||||||||
CMTV |
Community Bancorp | 8.72 | 7.57 | 1.35 | 15.80 | 1.26 | 14.80 | 0.65 | 129.12 | 8.68 | 133.56 | 11.45 | 156.41 | 9.26 | 0.88 | 4.45 | 35.96 | |||||||||||||||||
CYSM |
Community Bancorp of Santa Maria | 7.76 | 7.76 | 0.75 | 9.24 | NA | NA | NA | NA | NA | 84.92 | NA | 84.92 | NA | 0.15 | 1.34 | NA | |||||||||||||||||
ALBY |
Community Capital Bancshares, Inc. | NA | NA | 0.74 | 10.38 | NA | NA | NA | NA | 8.96 | 88.27 | NA | 88.27 | NA | 0.00 | 0.00 | NM | |||||||||||||||||
CBKM |
Consumers Bancorp, Inc. | 8.38 | 8.27 | 1.17 | 13.38 | NA | NA | NA | NA | 6.45 | 83.22 | 6.98 | 84.51 | NA | 0.64 | 3.33 | 20.30 | |||||||||||||||||
CWBK |
CW Bancorp | 6.28 | 6.04 | 1.22 | 19.66 | NA | NA | NA | NA | 8.09 | 143.81 | 9.04 | 150.10 | NA | 0.80 | 2.67 | 21.56 | |||||||||||||||||
DBIN |
Dacotah Banks, Inc. | 11.10 | 10.79 | 0.93 | 8.27 | 0.93 | 8.27 | NA | NA | 12.64 | 101.13 | 11.22 | 104.35 | 12.64 | 0.64 | 1.94 | 33.33 | |||||||||||||||||
DMKB.A |
Denmark Bancshares, Inc. | 10.26 | 10.26 | NA | NA | NA | NA | NA | NA | NA | 117.26 | 12.03 | 117.26 | NA | 0.60 | 2.40 | NA | |||||||||||||||||
DSBX |
Dogwood State Bank | 15.55 | 14.59 | 0.29 | 2.07 | 0.27 | 1.95 | 0.06 | 997.69 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||
EFSI |
Eagle Financial Services, Inc. | 8.83 | 8.83 | 1.05 | 11.27 | 1.02 | 10.98 | 0.56 | 125.90 | 10.03 | 110.38 | 9.74 | 110.38 | 10.29 | 1.12 | 3.25 | 31.40 | |||||||||||||||||
EMYB |
Embassy Bancorp, Inc. | 7.65 | 7.65 | 1.07 | 13.53 | 1.07 | 13.51 | 0.22 | 333.83 | 9.59 | 124.85 | 9.55 | 124.85 | 9.60 | 0.30 | 1.56 | 14.93 | |||||||||||||||||
ENBP |
ENB Financial Corp | 8.61 | 8.61 | 1.02 | 11.39 | 0.97 | 10.83 | NA | NA | 8.37 | 90.22 | 7.77 | 90.22 | 8.80 | 0.68 | 3.09 | 25.10 | |||||||||||||||||
EQFN |
Equitable Financial Corp. | 9.24 | 8.88 | 0.93 | 9.86 | 0.97 | 10.22 | 0.59 | 204.29 | 9.93 | 93.02 | 8.59 | 97.11 | 9.58 | NA | NA | NM | |||||||||||||||||
ESBS |
ES Bancshares, Inc. | 7.11 | 7.00 | 0.58 | 8.56 | 0.58 | 8.56 | NA | NA | 11.65 | 90.70 | 6.45 | 92.15 | 11.65 | NA | NA | NM | |||||||||||||||||
FMBM |
F & M Bank Corp. | 9.07 | 8.80 | 1.19 | 12.53 | 1.10 | 11.64 | 1.06 | 74.30 | 8.17 | 95.62 | 8.31 | 98.94 | 8.79 | 1.04 | 3.65 | 29.80 | |||||||||||||||||
FMCB |
Farmers & Merchants Bancorp | 8.90 | 8.63 | 1.40 | 14.91 | 1.36 | 14.55 | 0.19 | 718.38 | 11.26 | 161.85 | 14.41 | 167.54 | 11.54 | 15.00 | 1.67 | 18.79 | |||||||||||||||||
FETM |
Fentura Financial, Inc. | 9.39 | 9.14 | 1.36 | 14.85 | 1.50 | 16.36 | NA | NA | 6.94 | 97.87 | 9.19 | 100.85 | 6.30 | 0.32 | 1.23 | 8.42 | |||||||||||||||||
FNBT |
FineMark Holdings, Inc. | 9.09 | 9.09 | 0.83 | 10.68 | 0.76 | 9.74 | NA | NA | 13.92 | 138.62 | 12.59 | 138.62 | 15.26 | NA | NA | NM | |||||||||||||||||
FFMR |
First Farmers Financial Corporation | 10.01 | 9.62 | 1.48 | 14.24 | 1.47 | 14.13 | NA | NA | 10.26 | 140.60 | 14.07 | 146.80 | 10.34 | 1.36 | 3.09 | 30.77 | |||||||||||||||||
FBAK |
First National Bank Alaska | 10.81 | 10.81 | 1.19 | 9.71 | NA | NA | 0.52 | 90.07 | 13.11 | 128.35 | 13.88 | 128.35 | NA | 12.80 | 5.47 | 71.75 | |||||||||||||||||
FRSB |
First Resource Bank | 7.30 | 7.30 | 0.93 | 12.41 | 0.93 | 12.41 | NA | NA | 8.44 | 95.43 | 6.96 | 95.43 | 8.44 | NA | NA | NM | |||||||||||||||||
GBFH |
GBank Financial Holdings Inc. | 12.74 | 12.74 | NA | NA | NA | NA | 0.22 | 489.55 | NA | 177.15 | 22.57 | 177.15 | NA | NA | NA | NA | |||||||||||||||||
GNRV |
Grand River Commerce, Inc. | 9.08 | NA | 1.02 | 10.66 | NA | NA | 0.00 | NM | NA | 116.49 | NA | NA | NA | NA | NA | NA | |||||||||||||||||
GRRB |
GrandSouth Bancorporation | 7.69 | 7.63 | 1.17 | 14.84 | 1.17 | 14.77 | 0.31 | 749.86 | 10.73 | 141.58 | 10.74 | 142.77 | 10.76 | 0.40 | 1.64 | 16.74 |
HARL |
Harleysville Financial Corporation | 8.94 | 8.94 | 0.86 | 9.49 | 0.86 | 9.49 | NA | NA | 12.58 | 116.39 | 10.40 | 116.39 | 12.58 | 1.12 | 4.45 | 55.50 | |||||||||||||||||
HLAN |
Heartland BancCorp | 9.71 | 8.89 | 1.16 | 12.62 | 1.16 | 12.58 | 0.23 | 400.55 | 10.35 | 123.27 | 11.97 | 135.78 | 10.31 | 2.51 | 2.77 | 28.04 | |||||||||||||||||
HCBC |
High Country Bancorp, Inc. | 9.69 | 9.69 | 1.46 | 14.26 | NA | NA | 0.46 | 178.93 | 9.19 | 125.94 | 12.20 | 125.94 | NA | 1.00 | 2.27 | 41.62 | |||||||||||||||||
INBC |
InBankshares, Corp | NA | NA | NA | NA | NA | NA | NA | NA | NA | 105.38 | NA | NA | NA | NA | NA | NA | |||||||||||||||||
IBTN |
InsCorp, Inc. | 8.19 | 8.04 | 0.61 | 7.36 | NA | NA | NA | NA | 13.23 | NA | NA | NA | NA | 0.24 | 1.40 | 9.23 | |||||||||||||||||
IFHI |
Integrated Financial Holdings, Inc. | 19.08 | 15.25 | 2.93 | 14.80 | 2.79 | 14.15 | NA | NA | 5.29 | 74.35 | 14.25 | 97.27 | 5.54 | NA | NA | NM | |||||||||||||||||
ISBA |
Isabella Bank Corporation | 10.88 | 8.71 | 0.69 | 6.14 | 0.68 | 6.09 | 1.50 | 31.08 | 13.72 | 82.03 | 8.92 | 104.98 | 13.83 | 1.08 | 4.69 | 64.29 | |||||||||||||||||
JDVB |
JD Bancshares, Inc. | 7.32 | 7.03 | 0.69 | 8.85 | 0.65 | 8.27 | NA | NA | 10.48 | 89.35 | 6.54 | 93.26 | NA | 0.90 | 3.46 | 38.02 | |||||||||||||||||
KTHN |
Katahdin Bankshares Corp. | 8.44 | 7.88 | 1.13 | 14.06 | NA | NA | NA | NA | 7.18 | 96.82 | 8.17 | 104.25 | NA | 0.50 | 2.15 | 15.03 | |||||||||||||||||
KISB |
Kish Bancorp, Inc. | 6.40 | 6.11 | 0.88 | 13.86 | 0.80 | 12.66 | NA | NA | 10.13 | 136.39 | 8.72 | 143.27 | NA | 1.16 | 3.01 | 29.47 | |||||||||||||||||
LYBC |
Lyons Bancorp Inc. | 6.06 | 6.06 | 0.76 | 11.61 | 0.76 | 11.84 | NA | NA | 12.15 | 143.32 | 8.26 | 143.32 | 12.11 | 1.24 | 3.03 | 39.76 | |||||||||||||||||
MNAT |
Marquette National Corporation | 9.32 | 7.71 | 1.45 | 14.98 | 0.35 | 3.64 | NA | NA | 5.79 | 82.99 | 7.73 | 102.13 | 23.69 | 1.08 | 3.04 | 17.43 | |||||||||||||||||
MNBP |
Mars Bancorp, Inc. | 8.36 | 8.36 | 0.48 | 5.62 | NA | NA | NA | NA | 14.48 | 81.42 | 6.80 | 81.42 | NA | 0.64 | 3.18 | 45.03 | |||||||||||||||||
MNMB |
Merchants & Marine Bancorp, Inc. | 11.17 | NA | 0.30 | 2.49 | 0.29 | 2.42 | NA | NA | 28.95 | 71.36 | 7.97 | 76.97 | 29.82 | 1.20 | 2.73 | 75.66 | |||||||||||||||||
MVLY |
Mission Valley Bancorp | 9.80 | 9.80 | 0.75 | 8.86 | NA | NA | NA | NA | 14.34 | 123.00 | NA | 123.00 | NA | 0.00 | 0.00 | NM | |||||||||||||||||
MBLU |
Morris State Bancshares, Inc. | 10.32 | 9.51 | 1.66 | 16.12 | NA | NA | NA | NA | 7.59 | 112.17 | 11.58 | 122.79 | NA | 1.52 | 2.07 | 15.39 | |||||||||||||||||
MCBI |
Mountain Commerce Bancorp, Inc. | 9.31 | 9.31 | 1.68 | 18.51 | 1.70 | 18.74 | NA | NA | 8.79 | 148.09 | 13.79 | 148.09 | 8.68 | 0.54 | 2.00 | 12.70 | |||||||||||||||||
NASB |
NASB Financial, Inc. | 17.24 | 16.87 | 4.17 | 27.99 | NA | NA | NA | NA | 4.62 | 119.68 | 20.64 | 122.89 | NA | 3.00 | 4.66 | 18.66 | |||||||||||||||||
OSBK |
Oconee Financial Corporation | 7.35 | NA | 0.50 | 6.59 | 0.51 | 6.68 | NA | NA | 14.85 | 95.08 | 6.99 | NA | 14.64 | 0.65 | 1.57 | 23.38 | |||||||||||||||||
OTTW |
Ottawa Bancorp, Inc. | 14.76 | 14.56 | 0.94 | 6.05 | 0.95 | 6.11 | NA | NA | 14.42 | 89.04 | 13.14 | 90.45 | 14.27 | 0.40 | 2.69 | 61.17 | |||||||||||||||||
PFLC |
Pacific Financial Corporation | 9.14 | NA | 1.32 | 13.78 | 1.32 | 13.78 | 0.28 | 270.42 | 8.20 | 108.70 | 9.94 | 126.30 | 8.20 | 0.52 | 4.23 | 31.33 | |||||||||||||||||
PKKW |
Parkway Acquisition Corp. | 9.19 | 8.68 | 0.84 | 8.56 | 0.87 | 8.89 | 0.52 | 108.47 | 10.21 | 84.65 | 7.78 | 90.13 | 9.83 | 0.28 | 2.29 | 22.50 | |||||||||||||||||
PBNC |
PB Financial Corporation | 9.74 | NA | 1.39 | 14.17 | NA | NA | NA | NA | 9.63 | 127.47 | 12.42 | NA | NA | 1.04 | 2.94 | 26.16 | |||||||||||||||||
PFBX |
Peoples Financial Corporation | 12.53 | 12.53 | 0.22 | 1.59 | 0.35 | 2.57 | NA | NA | NM | 81.16 | 10.17 | 81.16 | 31.29 | 0.10 | 0.63 | 31.25 | |||||||||||||||||
PPBN |
Pinnacle Bankshares Corporation | 6.37 | NA | 0.53 | 7.54 | NA | NA | 0.33 | 140.13 | 10.97 | 84.55 | 5.38 | NA | NA | 0.56 | 2.42 | 26.54 | |||||||||||||||||
PMHG |
Prime Meridian Holding Company | 8.43 | 8.43 | 1.13 | 12.52 | 1.12 | 12.38 | 0.00 | NM | 9.58 | 112.73 | 9.50 | 112.73 | 9.69 | 0.14 | 0.61 | 5.83 | |||||||||||||||||
PBAM |
Private Bancorp of America, Inc. | 8.41 | NA | 1.21 | 14.56 | 1.21 | 14.56 | NA | NA | 8.96 | 120.67 | 10.15 | NA | 8.96 | NA | NA | NM | |||||||||||||||||
PSBP |
PSB Holding Corp. | 8.86 | 8.86 | 0.98 | 11.24 | 0.98 | 11.20 | NA | NA | 7.69 | 82.70 | 7.33 | 82.70 | 7.72 | 0.18 | 0.66 | 5.07 | |||||||||||||||||
PSBQ |
PSB Holdings, Inc. | 8.61 | 8.38 | 1.04 | 11.49 | 1.21 | 13.40 | 1.07 | 103.06 | 9.27 | 102.11 | 8.79 | 105.19 | 7.94 | 0.46 | 1.86 | 16.48 | |||||||||||||||||
SCZC |
Santa Cruz County Bank | 10.95 | 9.37 | 1.39 | 12.11 | 1.43 | 12.47 | 0.01 | NM | 9.28 | 106.19 | 11.63 | 126.32 | 9.01 | 0.50 | 1.02 | 7.10 | |||||||||||||||||
SABK |
South Atlantic Bancshares, Inc. | 8.97 | 8.49 | 0.99 | 10.01 | 0.93 | 9.33 | NA | NA | 11.45 | 107.45 | 9.64 | 114.22 | 12.28 | NA | NA | NM | |||||||||||||||||
STBI |
Sturgis Bancorp, Inc. | 7.04 | 6.26 | 0.90 | 12.55 | 0.86 | 11.92 | NA | NA | 6.71 | 79.71 | 5.62 | 90.42 | 7.06 | 0.64 | 3.43 | 23.02 | |||||||||||||||||
SVBT |
SVB & T Corporation | 10.91 | 10.91 | 1.39 | 13.55 | NA | NA | NA | NA | 7.64 | 96.38 | 10.49 | 96.38 | NA | 1.08 | 1.14 | 6.44 | |||||||||||||||||
FDVA |
The Freedom Bank of Virginia | 9.44 | 9.44 | 1.30 | 13.81 | 1.29 | 13.62 | 0.11 | 655.86 | 9.17 | 117.08 | 11.05 | 117.08 | 9.31 | NA | NA | NM | |||||||||||||||||
VTYB |
The Victory Bancorp, Inc. | 5.18 | 5.18 | 0.75 | 14.81 | NA | NA | NA | NA | 7.77 | 105.21 | 5.45 | 105.21 | NA | 0.20 | 1.58 | 6.13 | |||||||||||||||||
TCNB |
Town Center Bank | 9.83 | 9.83 | 0.66 | 6.75 | 0.65 | 6.64 | 1.59 | 46.07 | 8.81 | 57.28 | 5.63 | 57.28 | 8.95 | NA | NA | NM | |||||||||||||||||
TYFG |
Tri-County Financial Group, Inc. | 9.68 | 9.12 | 1.43 | 15.14 | 1.45 | 15.37 | NA | NA | 6.05 | 86.88 | 8.41 | 92.74 | NA | 0.60 | 1.29 | 9.75 | |||||||||||||||||
TRVR |
Two Rivers Financial Group, Inc. | 10.49 | 9.70 | 2.09 | 20.85 | NA | NA | NA | NA | 4.21 | 81.06 | 8.50 | 88.42 | NA | 0.66 | 1.67 | 7.04 | |||||||||||||||||
UNIF |
U & I Financial Corp. | 15.04 | NA | 1.85 | 12.38 | 1.85 | 12.38 | NA | NA | 7.33 | 85.33 | 12.84 | 89.48 | 7.33 | 0.00 | 0.00 | NM | |||||||||||||||||
UBNC |
UB Bancorp | 8.85 | 7.71 | 0.85 | 9.26 | NA | NA | NA | NA | 12.15 | 109.03 | 9.65 | 126.77 | NA | 0.21 | 1.20 | 14.24 | |||||||||||||||||
UBAB |
United Bancorporation of Alabama, Inc. | 10.52 | 10.52 | 1.66 | 16.19 | 0.80 | 7.75 | NA | NA | 7.05 | 104.35 | 10.98 | 104.35 | 14.69 | 0.24 | 0.81 | 6.40 | |||||||||||||||||
UWHR |
Uwharrie Capital Corp | 7.28 | 7.28 | 1.52 | 21.46 | 1.34 | 23.26 | 0.83 | 59.33 | 5.15 | 117.66 | 7.18 | 117.66 | 5.87 | NA | NA | NM | |||||||||||||||||
WAYN |
Wayne Savings Bancshares, Inc. | 8.27 | 8.02 | 1.27 | 14.36 | NA | NA | NA | NA | 8.89 | 120.25 | 9.95 | 124.35 | NA | 0.84 | 3.22 | 27.99 | |||||||||||||||||
WBBW |
Westbury Bancorp, Inc. | 9.46 | 9.46 | 1.02 | 11.33 | NA | NA | NA | NA | 8.25 | 91.51 | 8.65 | 91.51 | NA | NA | NA | NM | |||||||||||||||||
WRIV |
White River Bancshares Co | 9.55 | NA | 0.79 | 8.16 | NA | NA | 0.00 | NM | 12.46 | 97.18 | 9.28 | NA | NA | 0.50 | 0.64 | 8.03 | |||||||||||||||||
MTFC |
Minster Financial Corp. | 9.13 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA | 2.20 | 3.31 | NA | |||||||||||||||||
Partial Stock Mutual Holding Companies(8) |
||||||||||||||||||||||||||||||||||
BSBK |
Bogota Financial Corp. |
17.66 |
17.62 |
0.83 |
4.84 |
0.69 |
4.04 |
NA |
NA |
21.12 |
103.24 |
18.23 |
103.51 |
25.36 |
NA |
NA |
NM |
|||||||||||||||||
CULL |
Cullman Bancorp, Inc. |
15.36 |
15.36 |
1.03 |
6.12 |
NA |
NA |
0.13 |
NM |
NA |
138.38 |
21.26 |
138.38 |
NA |
0.12 |
1.07 |
NA |
|||||||||||||||||
First Seacoast Bancorp |
12.54 |
12.54 |
0.44 |
3.44 |
0.32 |
2.55 |
0.00 |
NM |
28.00 |
98.34 |
12.33 |
98.34 |
NM |
NA |
NA |
NM |
||||||||||||||||||
GCBC |
Greene County Bancorp, Inc. |
6.80 |
6.80 |
1.23 |
17.41 |
1.23 |
17.41 |
NA |
NA |
10.68 |
170.74 |
11.61 |
170.74 |
10.68 |
0.52 |
1.73 |
17.44 |
|||||||||||||||||
OFED |
Oconee Federal Financial Corp. |
NA |
NA |
0.78 |
NA |
NA |
NA |
NA |
NA |
32.64 |
150.09 |
NA |
154.94 |
NA |
0.40 |
1.70 |
55.56 |
|||||||||||||||||
PBFS |
Pioneer Bancorp, Inc. |
12.79 |
12.33 |
0.39 |
2.70 |
0.27 |
1.92 |
1.07 |
121.33 |
NM |
136.32 |
17.43 |
142.05 |
NM |
NA |
NA |
NM |
|||||||||||||||||
RBKB |
Rhinebeck Bancorp, Inc. |
10.07 |
9.87 |
0.82 |
8.00 |
0.81 |
7.94 |
0.56 |
151.70 |
12.38 |
97.30 |
9.80 |
99.52 |
12.48 |
NA |
NA |
NM |
|||||||||||||||||
KFFB |
Kentucky First Federal Bancorp |
15.60 |
15.36 |
-3.71 |
-22.65 |
-0.44 |
-2.67 |
NA |
NA |
NM |
112.09 |
17.49 |
114.17 |
NM |
0.40 |
5.66 |
NM |
|||||||||||||||||
LSBK |
Lake Shore Bancorp, Inc. |
12.16 |
12.16 |
0.75 |
5.99 |
0.77 |
6.16 |
0.42 |
225.85 |
16.93 |
99.34 |
12.08 |
99.34 |
16.46 |
0.56 |
3.76 |
60.23 |
|||||||||||||||||
PDLB |
PDL Community Bancorp |
11.11 |
11.11 |
1.04 |
8.59 |
NA |
NA |
NA |
101.94 |
16.17 |
136.90 |
15.20 |
136.90 |
NA |
NA |
NA |
NM |
|||||||||||||||||
CLBK |
Columbia Financial, Inc. |
11.39 |
10.56 |
0.94 |
8.21 |
1.00 |
8.79 |
NA |
NA |
23.34 |
191.90 |
21.86 |
209.08 |
21.81 |
NA |
NA |
NM |
|||||||||||||||||
TFSL |
TFS Financial Corporation |
12.01 |
11.95 |
0.53 |
4.60 |
NA |
NA |
1.01 |
46.17 |
NM |
324.17 |
38.93 |
326.02 |
NA |
1.12 |
5.67 |
400.00 |
|||||||||||||||||
FSGB |
1st Federal Savings Bank of SC, Inc. |
8.31 |
8.31 |
0.88 |
10.10 |
0.88 |
10.10 |
0.20 |
736.51 |
14.08 |
137.68 |
11.45 |
137.68 |
14.08 |
0.00 |
0.00 |
NM |
|||||||||||||||||
ABBB |
Auburn Bancorp, Inc. |
8.05 |
8.05 |
0.46 |
5.14 |
0.46 |
5.14 |
1.66 |
51.79 |
15.31 |
77.36 |
6.23 |
77.36 |
15.31 |
NA |
NA |
NM |
|||||||||||||||||
BVFL |
BV Financial, Inc. |
9.72 |
NA |
1.18 |
10.55 |
NA |
NA |
NA |
NA |
17.36 |
NA |
NA |
NA |
NA |
0.00 |
0.00 |
NM |
|||||||||||||||||
GOVB |
Gouverneur Bancorp, Inc. |
20.67 |
20.67 |
0.86 |
4.06 |
NA |
NA |
NA |
NA |
18.18 |
74.00 |
15.29 |
74.00 |
NA |
0.24 |
2.40 |
65.45 |
|||||||||||||||||
GVFF |
Greenville Federal Financial Corporation |
9.86 |
9.86 |
0.31 |
2.95 |
0.31 |
2.95 |
NA |
NA |
26.00 |
79.30 |
NA |
79.30 |
26.00 |
0.28 |
3.47 |
90.32 |
|||||||||||||||||
LSFG |
Lifestore Financial Group, Inc. |
10.61 |
10.61 |
1.76 |
16.35 |
NA |
NA |
0.65 |
148.06 |
7.14 |
105.28 |
11.17 |
105.28 |
NA |
0.29 |
0.68 |
4.83 |
|||||||||||||||||
LPBC |
Lincoln Park Bancorp. |
5.28 |
5.26 |
-0.25 |
-4.60 |
NA |
NA |
NA |
NA |
NM |
NA |
NA |
NA |
NA |
0.00 |
0.00 |
NM |
|||||||||||||||||
MBBC |
Marathon Bancorp, Inc. |
10.11 |
10.11 |
NA |
NA |
NA |
NA |
0.26 |
382.49 |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
|||||||||||||||||
MFDB |
Mutual Federal Bancorp, Inc. |
18.72 |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
0.00 |
0.00 |
NA |
|||||||||||||||||
SNNF |
Seneca Financial Corp. |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
|||||||||||||||||
SSBP |
SSB Bancorp, Inc. |
9.63 |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
99.49 |
NA |
99.49 |
NA |
NA |
NA |
NA |
|||||||||||||||||
TBBA |
TEB Bancorp, Inc |
9.39 |
9.39 |
1.87 |
21.97 |
1.87 |
21.97 |
0.45 |
145.61 |
4.34 |
86.51 |
8.12 |
86.51 |
4.34 |
NA |
NA |
NM |
|||||||||||||||||
WAKE |
Wake Forest Bancshares, Inc. |
NA |
NA |
1.08 |
NA |
NA |
NA |
NA |
NA |
17.31 |
NA |
NA |
NA |
NA |
0.40 |
2.16 |
36.45 |
|||||||||||||||||
Current Merger Target (9) |
||||||||||||||||||||||||||||||||||
ALTA |
Altabancorp |
10.47 |
9.72 |
1.34 |
12.25 |
1.39 |
12.73 |
0.10 |
NM |
17.83 |
213.40 |
22.34 |
231.66 |
17.15 |
0.68 |
1.62 |
26.38 |
|||||||||||||||||
ESXB |
Community Bankers Trust Corporation |
10.25 |
10.25 |
1.32 |
12.88 |
1.35 |
13.11 |
0.46 |
144.66 |
11.33 |
138.66 |
14.21 |
138.66 |
11.13 |
0.28 |
2.52 |
25.51 |
|||||||||||||||||
CLDB |
Cortland Bancorp |
10.49 |
10.49 |
1.21 |
12.17 |
1.22 |
12.25 |
0.88 |
86.14 |
11.66 |
138.39 |
14.52 |
138.39 |
11.58 |
0.60 |
2.22 |
27.16 |
|||||||||||||||||
FVCB |
FVCBankcorp, Inc. |
10.16 |
9.79 |
1.06 |
10.29 |
1.08 |
10.40 |
0.41 |
345.33 |
14.61 |
137.10 |
13.93 |
142.94 |
14.45 |
NA |
NA |
NM |
|||||||||||||||||
HBMD |
Howard Bancorp, Inc. |
11.67 |
10.42 |
0.89 |
7.70 |
1.05 |
9.07 |
0.65 |
112.76 |
15.86 |
119.92 |
13.99 |
136.09 |
13.47 |
NA |
NA |
NM |
|||||||||||||||||
MFNC |
Mackinac Financial Corporation |
11.32 |
9.92 |
0.91 |
8.19 |
0.97 |
8.76 |
0.80 |
52.26 |
16.06 |
130.10 |
14.73 |
150.81 |
15.02 |
0.56 |
2.64 |
42.42 |
|||||||||||||||||
RBNC |
Reliant Bancorp, Inc. |
11.18 |
9.28 |
1.62 |
15.29 |
1.55 |
14.70 |
NA |
NA |
9.68 |
137.46 |
15.36 |
169.12 |
10.07 |
0.48 |
1.68 |
15.59 |
|||||||||||||||||
SVBI |
Severn Bancorp, Inc. |
9.85 |
9.79 |
1.02 |
9.15 |
1.04 |
9.39 |
0.71 |
111.38 |
15.68 |
139.62 |
13.75 |
140.58 |
15.28 |
0.20 |
1.64 |
23.08 |
|||||||||||||||||
FCCY |
1st Constitution Bancorp |
10.94 |
9.07 |
1.16 |
11.32 |
1.19 |
11.61 |
0.97 |
97.55 |
10.56 |
113.80 |
12.44 |
140.05 |
10.29 |
0.40 |
1.85 |
18.54 |
|||||||||||||||||
BOCH |
Bank of Commerce Holdings |
9.50 |
8.77 |
1.03 |
10.50 |
1.10 |
11.14 |
0.40 |
222.46 |
13.06 |
133.30 |
12.66 |
145.55 |
12.30 |
0.24 |
1.67 |
26.36 |
|||||||||||||||||
ICBK |
County Bancorp, Inc. |
11.52 |
11.52 |
1.25 |
10.88 |
1.29 |
11.23 |
2.55 |
30.40 |
12.12 |
127.43 |
14.09 |
127.44 |
11.74 |
0.40 |
1.13 |
13.75 |
|||||||||||||||||
PFBI |
Premier Financial Bancorp, Inc. |
11.98 |
9.74 |
1.19 |
9.14 |
1.20 |
9.20 |
1.17 |
107.63 |
11.54 |
107.63 |
12.89 |
135.75 |
11.47 |
0.60 |
3.31 |
101.91 |
|||||||||||||||||
RIVE |
Riverview Financial Corporation |
8.59 |
8.47 |
0.75 |
10.29 |
NA |
NA |
0.98 |
93.10 |
11.47 |
112.13 |
9.63 |
113.94 |
NA |
0.00 |
0.00 |
NM |
SLCT |
Select Bancorp, Inc. |
11.81 |
9.69 |
1.03 |
8.50 |
1.13 |
9.33 |
0.67 |
116.71 |
16.04 |
129.76 |
15.33 |
162.04 |
14.63 |
NA |
NA |
NM |
|||||||||||||||||
ACBI |
Atlantic Capital Bancshares, Inc. |
9.34 |
8.80 |
1.28 |
12.80 |
1.28 |
12.80 |
0.45 |
152.47 |
11.50 |
139.63 |
13.04 |
149.16 |
11.50 |
NA |
NA |
NM |
|||||||||||||||||
BMTC |
Bryn Mawr Bank Corporation |
12.99 |
9.37 |
1.33 |
10.80 |
1.41 |
11.50 |
0.33 |
240.35 |
12.02 |
124.18 |
16.14 |
179.17 |
11.31 |
1.12 |
2.78 |
32.54 |
|||||||||||||||||
CNBK.A |
Century Bancorp, Inc. |
5.40 |
5.37 |
0.65 |
11.85 |
0.65 |
11.84 |
0.05 |
NM |
14.47 |
162.29 |
8.77 |
163.42 |
14.47 |
0.72 |
0.63 |
8.85 |
|||||||||||||||||
FMBI |
First Midwest Bancorp, Inc. |
12.50 |
8.59 |
0.78 |
6.17 |
1.01 |
7.97 |
0.70 |
171.32 |
14.01 |
84.70 |
9.79 |
135.39 |
10.55 |
0.56 |
3.05 |
42.75 |
|||||||||||||||||
ISBC |
Investors Bancorp, Inc. |
10.50 |
10.17 |
1.10 |
10.72 |
1.14 |
11.13 |
0.35 |
310.77 |
11.08 |
120.90 |
12.69 |
125.26 |
10.67 |
0.56 |
4.08 |
43.55 |
|||||||||||||||||
MRLN |
Marlin Business Services Corp. |
21.42 |
20.99 |
3.40 |
18.25 |
3.93 |
21.05 |
NA |
209.39 |
7.57 |
125.97 |
26.98 |
129.25 |
6.55 |
0.56 |
2.53 |
19.18 |
|||||||||||||||||
EBSB |
Meridian Bancorp, Inc. |
12.74 |
12.44 |
1.16 |
9.81 |
1.16 |
9.80 |
0.19 |
537.81 |
14.03 |
137.30 |
17.50 |
141.14 |
14.06 |
0.40 |
1.91 |
24.16 |
|||||||||||||||||
PMBC |
Pacific Mercantile Bancorp |
10.85 |
10.82 |
1.00 |
10.12 |
1.01 |
10.25 |
1.92 |
58.86 |
13.12 |
126.16 |
13.69 |
126.47 |
12.96 |
NA |
NA |
NM |
|||||||||||||||||
PBCT |
People's United Financial, Inc. |
12.23 |
8.14 |
0.50 |
4.07 |
0.95 |
7.70 |
0.68 |
82.54 |
22.28 |
90.16 |
10.73 |
144.61 |
11.55 |
0.73 |
4.61 |
102.11 |
|||||||||||||||||
CADE |
Cadence Bancorporation |
11.78 |
11.23 |
2.47 |
21.99 |
1.86 |
16.53 |
NA |
NA |
5.68 |
115.88 |
13.65 |
122.38 |
7.54 |
0.60 |
2.93 |
49.31 |
|||||||||||||||||
CIT |
CIT Group Inc. |
11.03 |
10.84 |
1.09 |
10.78 |
1.21 |
11.99 |
NA |
NA |
8.77 |
94.33 |
9.59 |
96.39 |
7.67 |
1.40 |
2.67 |
23.41 |
|||||||||||||||||
FBC |
Flagstar Bancorp, Inc. |
9.23 |
8.72 |
2.32 |
29.40 |
2.47 |
NA |
0.44 |
177.19 |
3.95 |
108.36 |
NA |
115.98 |
3.70 |
0.24 |
0.50 |
1.88 |
|||||||||||||||||
STL |
Sterling Bancorp |
16.21 |
10.79 |
1.20 |
7.79 |
1.28 |
8.33 |
0.68 |
159.03 |
12.25 |
93.19 |
14.74 |
151.73 |
11.44 |
0.28 |
1.26 |
15.47 |
|||||||||||||||||
AQFH |
Aquesta Financial Holdings, Inc. |
8.43 |
NA |
0.99 |
11.92 |
NA |
NA |
0.15 |
534.34 |
16.16 |
NA |
NA |
NA |
NA |
0.14 |
0.72 |
21.67 |
|||||||||||||||||
BSCA |
Bank of Santa Clarita |
10.30 |
10.30 |
0.90 |
8.68 |
0.90 |
8.68 |
0.35 |
177.38 |
NA |
122.10 |
12.58 |
122.10 |
NA |
NA |
NA |
NA |
|||||||||||||||||
CCSB |
Community Savings Bancorp, Inc. |
12.83 |
12.76 |
0.40 |
2.83 |
0.39 |
2.74 |
1.33 |
35.35 |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
|||||||||||||||||
FNHM |
FNBH Bancorp, Inc. |
10.26 |
10.26 |
1.11 |
10.11 |
NA |
NA |
NA |
NA |
16.92 |
169.87 |
17.43 |
169.87 |
NA |
0.00 |
0.00 |
NM |
|||||||||||||||||
GNBF |
GNB Financial Services, Inc. |
11.44 |
10.88 |
0.98 |
8.46 |
0.99 |
8.57 |
NA |
NA |
16.26 |
132.78 |
15.18 |
140.44 |
16.06 |
1.24 |
1.43 |
27.44 |
|||||||||||||||||
GPBI |
Golden Pacific Bancorp, Inc. |
10.88 |
10.79 |
NA |
NA |
NA |
NA |
1.23 |
71.63 |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
|||||||||||||||||
PFOH |
Perpetual Federal Savings Bank |
20.05 |
20.05 |
1.20 |
5.99 |
NA |
NA |
NA |
NA |
21.21 |
125.76 |
25.21 |
125.76 |
NA |
1.00 |
2.48 |
78.95 |
|||||||||||||||||
PONB |
Pioneer Bancshares, Inc. |
9.10 |
8.96 |
0.73 |
8.07 |
0.49 |
5.42 |
0.29 |
220.09 |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
|||||||||||||||||
SVRH |
Sevier County Bancshares, Inc. |
6.90 |
6.90 |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
204.26 |
14.10 |
204.26 |
NA |
NA |
NA |
NA |
|||||||||||||||||
SDGB |
SSNB Inc |
8.69 |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
178.68 |
15.53 |
NA |
NA |
0.28 |
0.47 |
NA |
|||||||||||||||||
SNNY |
Sunnyside Bancorp, Inc. |
10.90 |
10.90 |
-0.90 |
-7.73 |
-0.39 |
-3.38 |
NA |
50.62 |
NM |
139.48 |
15.21 |
139.48 |
NM |
NA |
NA |
NM |
|||||||||||||||||
WNRP |
West Suburban Bancorp, Inc. |
8.12 |
NA |
NA |
NA |
NA |
NA |
1.16 |
64.96 |
NA |
123.12 |
NA |
NA |
NA |
24.00 |
3.23 |
NA |
|||||||||||||||||
HSBI |
Heritage Southeast Bancorporation Inc. |
9.02 |
6.99 |
0.57 |
6.31 |
0.81 |
8.87 |
NA |
NA |
20.00 |
123.03 |
11.10 |
162.24 |
14.18 |
0.00 |
0.00 |
NM |
|||||||||||||||||
PLBN |
Pilot Bancshares, Inc. |
8.14 |
8.14 |
1.36 |
16.41 |
1.33 |
16.02 |
0.30 |
225.08 |
NA |
NA |
NA |
NA |
NA |
0.00 |
0.00 |
NA |
|||||||||||||||||
RYFL |
Royal Financial, Inc. |
9.01 |
8.62 |
1.01 |
11.07 |
1.06 |
11.62 |
NA |
NA |
9.44 |
99.79 |
9.00 |
104.79 |
9.00 |
NA |
NA |
NM |
|||||||||||||||||
SBKK |
Suncrest Bank |
12.57 |
9.87 |
1.23 |
9.64 |
1.27 |
9.93 |
0.36 |
171.69 |
12.59 |
115.31 |
14.50 |
151.52 |
12.22 |
NA |
NA |
19.38 |
(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) |
For MHC institutions, market value reflects share price multiplied by public (non-MHC) shares. |
(9) |
Excluded from averages due to actual or rumored acquisition activities or unusual operating characteristics. |
Source: S&P Market Intelligence, LC. and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2021 by RP® Financial, LC.
EXHIBIT IV-2
Colonial Federal Savings Bank
Historical Stock Price Indices
Exhibit IV-2
Historical Stock Price Indices(1)
SNL | SNL | |||||||||||||||||||||||
NASDAQ | Thrift | Bank | ||||||||||||||||||||||
Year/Qtr. Ended
|
DJIA | S&P 500 | Composite | Index | Index | |||||||||||||||||||
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 | |||||||||||||||||||
2021: |
Quarter 1 | 32981.6 | 3972.9 | 13246.9 | 961.6 | 690.9 | ||||||||||||||||||
Quarter 2 | 34502.5 | 4297.5 | 14504.0 | N/A | N/A | |||||||||||||||||||
August 20, 2021 | 35120.1 | 4441.7 | 14714.7 | N/A | N/A |
(1) |
End of period data. |
Sources: S&P Global Market Intelligence.
EXHIBIT IV-3
Colonial Federal Savings Bank
Historical Thrift Stock Indices
Index Summary (Change (%))
Industry Banking
Geography All
Change (%) | ||||||||||||||||||||||||||||||||||||
Index Name |
Current Value | As Of | 1 Day | 1 Week | MTD | QTD | YTD | 1 Year | 3 Years | |||||||||||||||||||||||||||
SNL Banking Indexes |
||||||||||||||||||||||||||||||||||||
SNL U.S. Bank and Thrift |
727.19 | 6/1/2021 | 1.04 | 3.01 | 1.04 | 10.55 | 36.49 | 73.16 | 23.55 | |||||||||||||||||||||||||||
SNL U.S. Bank |
757.94 | 6/1/2021 | 1.04 | 2.98 | 1.04 | 10.66 | 35.62 | 72.14 | 23.07 | |||||||||||||||||||||||||||
SNL U.S. Thrift |
1,005.51 | 6/1/2021 | 0.94 | 4.82 | 0.94 | 4.56 | 23.11 | 53.45 | 2.82 | |||||||||||||||||||||||||||
SNL TARP Participants |
183.13 | 6/1/2021 | 1.67 | 3.70 | 1.67 | 16.65 | 36.01 | 149.21 | 58.17 | |||||||||||||||||||||||||||
KBW Nasdaq Bank Index |
134.82 | 6/1/2021 | 0.89 | 2.95 | 0.89 | 12.22 | 37.70 | 77.73 | 25.42 | |||||||||||||||||||||||||||
KBW Nasdaq Regional Bank Index |
129.29 | 6/1/2021 | 0.95 | 4.05 | 0.95 | 6.06 | 36.68 | 77.88 | 9.04 | |||||||||||||||||||||||||||
S&P 500 Bank |
431.28 | 6/1/2021 | 0.97 | 2.62 | 0.97 | 11.23 | 36.43 | 72.52 | 29.17 | |||||||||||||||||||||||||||
NASDAQ Bank |
4,841.41 | 6/1/2021 | 0.88 | 4.12 | 0.88 | 6.78 | 36.50 | 79.29 | 12.86 | |||||||||||||||||||||||||||
S&P 500 Commercial Banks |
616.15 | 6/1/2021 | 0.97 | 2.62 | 0.97 | 11.23 | 36.43 | 72.52 | 29.17 | |||||||||||||||||||||||||||
S&P 500 Diversified Banks |
731.09 | 6/1/2021 | 1.13 | 2.53 | 1.13 | 11.38 | 36.66 | 69.89 | 30.17 | |||||||||||||||||||||||||||
S&P 500 Regional Banks |
154.87 | 6/1/2021 | 0.44 | 2.89 | 0.44 | 10.76 | 35.66 | 81.68 | 24.56 | |||||||||||||||||||||||||||
MSCI Europe Banks (USD) |
47.42 | 6/1/2021 | 0.85 | 1.51 | 0.85 | 12.68 | 29.05 | 65.65 | (15.30 | ) | ||||||||||||||||||||||||||
EURO STOXX Banks |
99.59 | 6/1/2021 | 1.61 | 2.40 | 1.61 | 13.08 | 35.00 | 68.88 | (12.20 | ) | ||||||||||||||||||||||||||
STOXX Europe 600 Banks |
140.69 | 6/1/2021 | 0.74 | 1.57 | 0.74 | 9.14 | 30.02 | 53.56 | (14.99 | ) | ||||||||||||||||||||||||||
STOXX Eastern Europe 300 Banks |
65.18 | 6/1/2021 | 0.42 | 2.82 | 0.42 | 12.87 | 16.65 | 34.96 | (4.43 | ) | ||||||||||||||||||||||||||
SNL European Bank |
98.84 | 5/26/2021 | (0.92 | ) | (2.40 | ) | (0.89 | ) | 114.34 | 147.50 | 210.02 | 84.39 | ||||||||||||||||||||||||
SNL European Savings Bank & Mutuals |
98.89 | 5/26/2021 | (0.83 | ) | (2.19 | ) | (0.81 | ) | 12.49 | 27.47 | 47.35 | 3.05 | ||||||||||||||||||||||||
SNL Asia-Pacific Bank |
108.07 | 6/1/2021 | (0.22 | ) | 0.75 | (0.22 | ) | 2.87 | 8.60 | 30.50 | 1.40 | |||||||||||||||||||||||||
SNL Asia-Pacific ex-Japan Bank |
92.27 | 6/1/2021 | (0.33 | ) | 1.09 | (0.33 | ) | 3.57 | 8.22 | 33.05 | (2.42 | ) | ||||||||||||||||||||||||
CSI 300 Banks |
7,103.62 | 6/1/2021 | (0.91 | ) | (1.01 | ) | (0.91 | ) | 2.13 | 14.21 | 25.02 | 24.25 | ||||||||||||||||||||||||
CSI China Mainland Banks |
7,103.47 | 6/1/2021 | (0.83 | ) | (1.12 | ) | (0.83 | ) | 0.92 | 11.81 | 21.67 | 20.30 | ||||||||||||||||||||||||
TPX Bank Index |
149.60 | 6/2/2021 | 1.18 | 0.68 | 1.94 | 0.77 | 25.31 | 24.63 | (17.08 | ) | ||||||||||||||||||||||||||
KRX Banks Index |
228.18 | 6/1/2021 | (0.41 | ) | 0.50 | (0.41 | ) | 16.61 | 23.26 | 28.40 | (27.14 | ) | ||||||||||||||||||||||||
SET Banking Index |
362.47 | 6/1/2021 | 1.86 | 1.53 | 1.86 | (9.72 | ) | 7.46 | 20.60 | (30.00 | ) | |||||||||||||||||||||||||
SNL Latin America Bank |
104.40 | 6/1/2021 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||
SNL Asset Size Indexes |
||||||||||||||||||||||||||||||||||||
SNL U.S. Bank $250M-$500M |
567.12 | 6/1/2021 | 1.31 | 2.61 | 1.31 | 8.89 | 14.34 | 44.44 | 19.97 | |||||||||||||||||||||||||||
SNL U.S. Thrift < $250M |
103.56 | 6/1/2021 | 0.00 | 0.60 | 0.00 | (93.58 | ) | (93.22 | ) | (92.08 | ) | (92.33 | ) | |||||||||||||||||||||||
SNL U.S. Thrift $250M-$500M |
6,193.66 | 6/1/2021 | 0.02 | 1.68 | 0.02 | (0.07 | ) | 12.15 | 23.10 | (5.38 | ) | |||||||||||||||||||||||||
SNL U.S. Bank < $500M |
1,291.99 | 6/1/2021 | 1.31 | 2.61 | 1.31 | 6.04 | 32.77 | 75.13 | 40.58 | |||||||||||||||||||||||||||
SNL U.S. Thrift < $500M |
2,148.59 | 6/1/2021 | (0.83 | ) | 1.01 | (0.83 | ) | 2.84 | 10.99 | 24.09 | (3.31 | ) | ||||||||||||||||||||||||
SNL U.S. Bank $500M-$1B |
1,366.41 | 6/1/2021 | 0.94 | 1.68 | 0.94 | 5.51 | 21.92 | 45.93 | 14.80 | |||||||||||||||||||||||||||
SNL U.S. Thrift $500M-$1B |
4,089.07 | 6/1/2021 | 0.68 | 2.07 | 0.68 | 1.99 | 15.12 | 42.19 | 9.49 | |||||||||||||||||||||||||||
SNL U.S. Bank $1B-$5B |
1,354.22 | 6/1/2021 | 0.82 | 3.65 | 0.82 | 6.63 | 30.34 | 64.22 | 1.91 | |||||||||||||||||||||||||||
SNL U.S. Thrift $1B-$5B |
2,927.73 | 6/1/2021 | 0.69 | 4.07 | 0.69 | 5.50 | 26.24 | 59.63 | (22.38 | ) | ||||||||||||||||||||||||||
SNL U.S. Bank $5B-$10B |
1,748.31 | 6/1/2021 | 1.22 | 4.89 | 1.22 | 2.70 | 33.97 | 75.94 | 16.88 | |||||||||||||||||||||||||||
SNL U.S. Thrift $5B-$10B |
101.90 | 6/1/2021 | (0.03 | ) | 3.90 | (0.03 | ) | (90.10 | ) | (89.42 | ) | (87.06 | ) | (91.45 | ) | |||||||||||||||||||||
SNL U.S. Bank > $10B |
614.53 | 6/1/2021 | 1.04 | 2.92 | 1.04 | 11.33 | 36.40 | 72.94 | 15.24 | |||||||||||||||||||||||||||
SNL U.S. Thrift > $10B |
180.29 | 6/1/2021 | 1.49 | 5.58 | 1.49 | 4.24 | 24.63 | 55.69 | 18.71 | |||||||||||||||||||||||||||
SNL Market Cap Indexes |
||||||||||||||||||||||||||||||||||||
SNL Micro Cap U.S. Bank |
636.03 | 6/1/2021 | 0.33 | 1.31 | 0.33 | 5.47 | 20.25 | 34.86 | (14.08 | ) | ||||||||||||||||||||||||||
SNL Micro Cap U.S. Thrift |
1,250.71 | 6/1/2021 | 0.42 | 2.47 | 0.42 | 3.07 | 18.37 | 46.46 | 2.52 | |||||||||||||||||||||||||||
SNL Micro Cap U.S. Bank & Thrift |
746.05 | 6/1/2021 | 0.35 | 1.47 | 0.35 | 5.07 | 19.42 | 35.71 | (12.67 | ) | ||||||||||||||||||||||||||
SNL Small Cap U.S. Bank |
803.84 | 6/1/2021 | 0.80 | 3.67 | 0.80 | 6.13 | 33.30 | 68.47 | 7.53 | |||||||||||||||||||||||||||
SNL Small Cap U.S. Thrift |
759.34 | 6/1/2021 | (0.33 | ) | 2.67 | (0.33 | ) | 3.78 | 22.18 | 63.49 | (8.78 | ) | ||||||||||||||||||||||||
SNL Small Cap U.S. Bank & Thrift |
822.61 | 6/1/2021 | 0.71 | 3.58 | 0.71 | 5.96 | 32.45 | 68.36 | 7.16 | |||||||||||||||||||||||||||
SNL Mid Cap U.S. Bank |
485.31 | 6/1/2021 | 0.90 | 4.17 | 0.90 | 4.80 | 33.24 | 74.86 | 3.63 | |||||||||||||||||||||||||||
SNL Mid Cap U.S. Thrift |
337.73 | 6/1/2021 | 1.17 | 5.23 | 1.17 | 5.52 | 24.55 | 47.95 | (15.32 | ) | ||||||||||||||||||||||||||
SNL Mid Cap U.S. Bank & Thrift |
475.72 | 6/1/2021 | 0.92 | 4.26 | 0.92 | 4.86 | 32.12 | 71.57 | 2.29 | |||||||||||||||||||||||||||
SNL Large Cap U.S. Bank |
488.70 | 6/1/2021 | 1.05 | 2.82 | 1.05 | 11.49 | 37.18 | 73.37 | 27.97 | |||||||||||||||||||||||||||
SNL Large Cap U.S. Thrift |
121.29 | 6/1/2021 | 1.28 | 5.40 | 1.28 | 2.98 | 19.95 | 8.68 | 1.34 | |||||||||||||||||||||||||||
SNL Large Cap U.S. Bank & Thrift |
492.79 | 6/1/2021 | 1.05 | 2.84 | 1.05 | 11.44 | 37.16 | 73.43 | 28.43 | |||||||||||||||||||||||||||
SNL Micro Cap European Bank |
6.17 | 6/1/2021 | NA | NA | NA | NA | NA | NA | NA |
SNL Small Cap European Bank |
10.04 | 6/1/2021 | 0.06 | (0.03 | ) | 0.06 | 4.89 | 14.06 | 25.52 | (49.99 | ) | |||||||||||||||||||||||||
SNL Mid Cap European Bank |
27.12 | 6/1/2021 | 0.63 | 0.76 | 0.63 | 5.01 | 14.27 | 31.02 | (11.77 | ) | ||||||||||||||||||||||||||
SNL Large Cap European Bank |
88.32 | 6/1/2021 | 1.38 | 1.72 | 1.38 | 8.38 | 25.81 | 55.70 | (0.52 | ) | ||||||||||||||||||||||||||
SNL Micro Cap Asia-Pacific Bank |
19.46 | 6/1/2021 | 0.25 | 3.53 | 0.25 | 4.91 | 10.64 | 31.59 | (30.52 | ) | ||||||||||||||||||||||||||
SNL Small Cap Asia-Pacific Bank |
22.41 | 6/1/2021 | 0.08 | 0.97 | 0.08 | 0.58 | 4.33 | 18.90 | (35.61 | ) | ||||||||||||||||||||||||||
SNL Mid Cap Asia-Pacific Bank |
32.87 | 6/1/2021 | 0.06 | 1.47 | 0.06 | 1.00 | 7.34 | 31.46 | (32.40 | ) | ||||||||||||||||||||||||||
SNL Large Cap Asia-Pacific Bank |
122.99 | 6/1/2021 | (0.22 | ) | 0.70 | (0.22 | ) | 2.92 | 8.72 | 39.37 | 1.94 | |||||||||||||||||||||||||
SNL Micro Cap Latin America Bank |
46.75 | 6/1/2021 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||
SNL Small Cap Latin America Bank |
74.33 | 6/1/2021 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||
SNL Mid Cap Latin America Bank |
74.85 | 6/1/2021 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||
SNL Large Cap Latin America Bank |
86.57 | 6/1/2021 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||
SNL Geographic Indexes |
||||||||||||||||||||||||||||||||||||
SNL Mid-Atlantic U.S. Bank |
769.72 | 6/1/2021 | 1.05 | 2.72 | 1.05 | 9.45 | 30.31 | 65.28 | 33.16 | |||||||||||||||||||||||||||
SNL Mid-Atlantic U.S. Thrift |
3,391.98 | 6/1/2021 | 0.72 | 4.41 | 0.72 | 2.76 | 18.92 | 40.73 | (2.99 | ) | ||||||||||||||||||||||||||
SNL Midwest U.S. Bank |
787.18 | 6/1/2021 | 0.58 | 2.80 | 0.58 | 8.78 | 33.03 | 69.73 | 14.00 | |||||||||||||||||||||||||||
SNL Midwest U.S. Thrift |
3,682.32 | 6/1/2021 | 1.27 | 5.38 | 1.27 | 5.39 | 18.65 | 43.23 | 11.04 | |||||||||||||||||||||||||||
SNL New England U.S. Bank |
684.51 | 6/1/2021 | 0.98 | 3.70 | 0.98 | 8.22 | 31.75 | 65.28 | (1.11 | ) | ||||||||||||||||||||||||||
SNL New England U.S. Thrift |
4,124.48 | 6/1/2021 | 0.35 | 4.58 | 0.35 | 11.73 | 37.35 | 87.63 | 29.38 | |||||||||||||||||||||||||||
SNL Southeast U.S. Bank |
546.56 | 6/1/2021 | 1.24 | 2.99 | 1.24 | 11.52 | 41.84 | 82.14 | 36.83 | |||||||||||||||||||||||||||
SNL Southeast U.S. Thrift |
660.54 | 6/1/2021 | 0.81 | 1.13 | 0.81 | 10.36 | 46.95 | 79.47 | 27.54 | |||||||||||||||||||||||||||
SNL Southwest U.S. Bank |
1,380.21 | 6/1/2021 | 1.07 | 4.40 | 1.07 | 6.45 | 31.78 | 76.05 | 2.64 | |||||||||||||||||||||||||||
SNL Southwest U.S. Thrift |
94.93 | 6/1/2021 | 0.63 | 3.92 | 0.63 | (92.73 | ) | (90.70 | ) | (83.33 | ) | (91.26 | ) | |||||||||||||||||||||||
SNL Western U.S. Bank |
1,521.64 | 6/1/2021 | 1.07 | 3.04 | 1.07 | 15.84 | 48.52 | 81.93 | 1.97 | |||||||||||||||||||||||||||
SNL Western U.S. Thrift |
212.21 | 6/1/2021 | 1.64 | 6.06 | 1.64 | 3.15 | 26.12 | 90.37 | 9.60 | |||||||||||||||||||||||||||
SNL Western European Bank |
41.42 | 6/1/2021 | 1.50 | 1.53 | 1.50 | 8.36 | 25.88 | 55.33 | (0.06 | ) | ||||||||||||||||||||||||||
SNL Eastern European Bank |
174.50 | 6/1/2021 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||
SNL France & Benelux Bank |
56.05 | 6/1/2021 | 1.54 | 2.18 | 1.54 | 6.48 | 31.23 | 56.02 | (5.43 | ) | ||||||||||||||||||||||||||
SNL German, Swiss, Austrian Bank |
37.88 | 6/1/2021 | 1.37 | 1.44 | 1.37 | 5.92 | 12.68 | 30.31 | 2.49 | |||||||||||||||||||||||||||
SNL Nordic Bank |
117.81 | 6/1/2021 | 1.28 | (0.61 | ) | 1.28 | 2.42 | 20.41 | 37.99 | 7.96 | ||||||||||||||||||||||||||
SNL Mediterranean/Southern European Bank |
19.44 | 6/1/2021 | 1.51 | 2.24 | 1.51 | 11.72 | 28.44 | 64.31 | (14.29 | ) | ||||||||||||||||||||||||||
SNL North Asia Bank |
115.90 | 6/1/2021 | (0.43 | ) | 0.52 | (0.43 | ) | 4.64 | 15.96 | 29.17 | 16.36 | |||||||||||||||||||||||||
SNL China Bank |
88.74 | 6/1/2021 | (0.72 | ) | (0.77 | ) | (0.72 | ) | (0.05 | ) | 11.56 | 14.32 | 6.23 | |||||||||||||||||||||||
SNL Japan Bank |
43.77 | 6/1/2021 | 0.66 | (1.79 | ) | 0.66 | (2.27 | ) | 21.50 | 20.65 | (20.88 | ) | ||||||||||||||||||||||||
SNL Southeast Asia Bank |
164.14 | 6/1/2021 | 0.52 | 3.22 | 0.52 | 3.10 | 1.69 | 34.68 | (0.14 | ) | ||||||||||||||||||||||||||
SNL South Asia Bank |
183.42 | 6/1/2021 | (0.51 | ) | 1.98 | (0.51 | ) | 7.58 | 13.60 | 195.43 | 74.01 | |||||||||||||||||||||||||
SNL Australia & NZ Bank |
116.63 | 6/1/2021 | (0.74 | ) | (0.41 | ) | (0.74 | ) | 6.89 | 21.89 | 51.67 | 17.13 | ||||||||||||||||||||||||
SNL Central America Bank |
122.51 | 6/1/2021 | (1.71 | ) | 1.82 | (1.71 | ) | 14.63 | 13.42 | 83.15 | 1.53 | |||||||||||||||||||||||||
SNL Mexico Bank |
129.50 | 6/1/2021 | (1.74 | ) | 1.81 | (1.74 | ) | 14.82 | 13.67 | 75.75 | 1.89 | |||||||||||||||||||||||||
SNL Caribbean Bank |
73.80 | 6/1/2021 | 1.43 | 2.75 | 1.43 | 1.44 | (1.41 | ) | (2.67 | ) | (36.91 | ) | ||||||||||||||||||||||||
SNL Southern Cone Bank |
112.69 | 6/1/2021 | 1.02 | 9.96 | 1.02 | (9.49 | ) | 8.63 | 27.60 | (36.36 | ) | |||||||||||||||||||||||||
SNL Andean Bank |
134.52 | 6/1/2021 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||
SNL Brazil Bank |
56.58 | 6/1/2021 | 4.17 | 9.07 | 4.17 | 29.47 | 8.51 | 60.75 | (2.07 | ) | ||||||||||||||||||||||||||
SNL Stock Exchange Indexes |
||||||||||||||||||||||||||||||||||||
SNL U.S. Bank NYSE |
664.81 | 6/1/2021 | 1.08 | 2.77 | 1.08 | 11.50 | 36.73 | 72.28 | 26.30 | |||||||||||||||||||||||||||
SNL U.S. Thrift NYSE |
140.00 | 6/1/2021 | 1.81 | 5.20 | 1.81 | 1.71 | 21.60 | 52.68 | 3.18 | |||||||||||||||||||||||||||
SNL U.S. Bank NYSE American |
854.56 | 6/1/2021 | 0.95 | 4.48 | 0.95 | (2.11 | ) | 19.27 | 52.79 | (5.58 | ) | |||||||||||||||||||||||||
SNL U.S. Bank NASDAQ |
1,091.68 | 6/1/2021 | 0.86 | 3.87 | 0.86 | 6.89 | 35.27 | 77.08 | 5.32 | |||||||||||||||||||||||||||
SNL U.S. Thrift NASDAQ |
2,982.01 | 6/1/2021 | 0.53 | 4.64 | 0.53 | 5.85 | 23.72 | 53.78 | (0.72 | ) | ||||||||||||||||||||||||||
SNL U.S. Bank Pink |
508.27 | 6/1/2021 | 0.11 | 0.43 | 0.11 | 6.25 | 19.46 | 31.89 | 8.95 | |||||||||||||||||||||||||||
SNL U.S. Thrift Pink |
443.36 | 6/1/2021 | 0.30 | (0.01 | ) | 0.30 | 4.66 | 12.84 | 50.14 | 28.04 | ||||||||||||||||||||||||||
SNL Bank TSX |
1,427.69 | 6/1/2021 | 0.82 | 1.66 | 0.82 | 8.78 | 23.49 | 49.16 | 21.96 | |||||||||||||||||||||||||||
SNL OTHER Indexes |
||||||||||||||||||||||||||||||||||||
SNL U.S. Thrift MHCs |
6,978.08 | 6/1/2021 | 0.41 | 5.63 | 0.41 | 7.34 | 22.43 | 39.76 | 20.84 | |||||||||||||||||||||||||||
SNL Pink Asset Size Indexes |
||||||||||||||||||||||||||||||||||||
SNL U.S. Bank Pink < $100M |
289.68 | 6/1/2021 | (0.29 | ) | (0.29 | ) | (0.29 | ) | 0.22 | 60.19 | 38.04 | 18.89 | ||||||||||||||||||||||||
SNL U.S. Bank Pink $100M-$500M |
573.50 | 6/1/2021 | 0.08 | 0.27 | 0.08 | 4.88 | 17.43 | 25.91 | 14.80 | |||||||||||||||||||||||||||
SNL U.S. Bank Pink > $500M |
440.06 | 6/1/2021 | 0.12 | 0.45 | 0.12 | 6.50 | 19.72 | 32.72 | 7.18 | |||||||||||||||||||||||||||
Broad Market Indexes |
||||||||||||||||||||||||||||||||||||
DJIA |
34,575.31 | 6/1/2021 | 0.13 | 0.77 | 0.13 | 4.83 | 12.97 | 35.72 | 40.35 | |||||||||||||||||||||||||||
S&P 500 |
4,202.04 | 6/1/2021 | (0.05 | ) | 0.33 | (0.05 | ) | 5.77 | 11.87 | 37.51 | 53.66 | |||||||||||||||||||||||||
S&P 400 Mid Cap |
2,744.72 | 6/1/2021 | 0.63 | 2.30 | 0.63 | 5.19 | 18.99 | 53.85 | 40.16 | |||||||||||||||||||||||||||
S&P 600 Small Cap |
1,393.44 | 6/1/2021 | 1.57 | 4.44 | 1.57 | 5.62 | 24.53 | 71.82 | 37.21 | |||||||||||||||||||||||||||
S&P 500 Financials |
634.27 | 6/1/2021 | 0.66 | 2.23 | 0.66 | 12.12 | 29.33 | 61.80 | 39.33 | |||||||||||||||||||||||||||
SNL U.S. Financial Institutions |
1,345.14 | 6/1/2021 | 0.58 | 2.28 | 0.58 | 10.89 | 28.75 | 61.12 | 35.73 |
MSCI US IMI Financials |
2,275.23 | 6/1/2021 | 0.67 | 2.43 | 0.67 | 11.17 | 28.74 | 62.18 | 34.69 | |||||||||||||||||||||||||||
NASDAQ |
13,736.48 | 6/1/2021 | (0.09 | ) | 0.58 | (0.09 | ) | 3.70 | 6.58 | 43.81 | 81.84 | |||||||||||||||||||||||||
NASDAQ Finl |
6,227.86 | 6/1/2021 | 0.15 | 2.20 | 0.15 | 7.42 | 20.74 | 44.18 | 30.55 | |||||||||||||||||||||||||||
NYSE |
16,643.32 | 6/1/2021 | 0.53 | 1.54 | 0.53 | 6.68 | 14.59 | 39.86 | 31.87 | |||||||||||||||||||||||||||
Russell 1000 |
2,363.89 | 6/1/2021 | (0.03 | ) | 0.48 | (0.03 | ) | 5.62 | 11.46 | 39.78 | 55.75 | |||||||||||||||||||||||||
Russell 2000 |
2,294.74 | 6/1/2021 | 1.14 | 4.03 | 1.14 | 3.34 | 16.20 | 63.28 | 39.25 | |||||||||||||||||||||||||||
Russell 3000 |
2,512.80 | 6/1/2021 | 0.05 | 0.71 | 0.05 | 5.46 | 11.76 | 41.13 | 54.44 | |||||||||||||||||||||||||||
S&P TSX Composite |
19,976.01 | 6/1/2021 | 1.24 | 2.11 | 1.24 | 6.82 | 14.59 | 31.11 | 24.51 | |||||||||||||||||||||||||||
EURO STOXX |
451.71 | 6/1/2021 | 0.76 | 0.96 | 0.76 | 4.54 | 13.62 | 32.60 | 17.30 | |||||||||||||||||||||||||||
STOXX Europe 600 |
450.10 | 6/1/2021 | 0.75 | 1.10 | 0.75 | 4.77 | 12.80 | 27.08 | 16.33 | |||||||||||||||||||||||||||
Amsterdam Exchange Index |
715.94 | 6/1/2021 | 0.93 | 0.52 | 0.93 | 2.30 | 14.62 | 32.69 | 28.03 | |||||||||||||||||||||||||||
Athex Composite |
894.13 | 6/1/2021 | (0.08 | ) | 3.00 | (0.08 | ) | 3.36 | 10.52 | 35.81 | 15.11 | |||||||||||||||||||||||||
Austrian Traded Index |
3,490.04 | 6/1/2021 | 1.70 | 1.38 | 1.70 | 10.45 | 25.52 | 56.34 | 3.96 | |||||||||||||||||||||||||||
BEL20 |
4,098.62 | 6/1/2021 | 0.94 | 0.77 | 0.94 | 5.11 | 13.18 | 25.42 | 7.60 | |||||||||||||||||||||||||||
CAC 40 |
6,489.40 | 6/1/2021 | 0.66 | 1.55 | 0.66 | 6.96 | 16.90 | 36.25 | 18.73 | |||||||||||||||||||||||||||
DAX (Kursindex) |
6,590.28 | 6/1/2021 | 0.95 | 0.67 | 0.95 | 1.80 | 11.04 | 29.75 | 12.46 | |||||||||||||||||||||||||||
FTSE 100 (GBP) |
7,080.46 | 6/1/2021 | 0.82 | 0.72 | 0.82 | 5.46 | 9.60 | 14.82 | (8.07 | ) | ||||||||||||||||||||||||||
BELEX15 |
781.64 | 6/1/2021 | 1.70 | 0.31 | 1.70 | 3.61 | 4.41 | 16.31 | 5.48 | |||||||||||||||||||||||||||
Portuguese Stock Index-20 |
5,216.79 | 6/1/2021 | 0.71 | 0.11 | 0.71 | 5.83 | 6.50 | 17.87 | (5.45 | ) | ||||||||||||||||||||||||||
OMX Riga All Share |
1,189.78 | 6/1/2021 | 0.99 | 0.52 | 0.99 | 7.11 | 4.70 | 16.08 | 13.94 | |||||||||||||||||||||||||||
OMX Vilnius All Share |
936.34 | 6/1/2021 | (0.20 | ) | 1.91 | (0.20 | ) | 10.30 | 14.66 | 29.73 | 31.35 | |||||||||||||||||||||||||
RTS Index |
1,614.21 | 6/1/2021 | 1.04 | 2.12 | 1.04 | 9.28 | 16.34 | 29.38 | 38.02 | |||||||||||||||||||||||||||
PFTS Index |
531.17 | 6/1/2021 | 0.48 | 0.48 | 0.48 | 2.72 | 6.29 | 6.20 | 17.55 | |||||||||||||||||||||||||||
Slovak Share Index |
370.76 | 6/1/2021 | 0.00 | (0.20 | ) | 0.00 | 2.04 | 7.43 | 3.10 | 12.17 | ||||||||||||||||||||||||||
Bucharest Exchange Trading |
11,431.12 | 5/31/2021 | 0.09 | (2.55 | ) | 0.79 | 2.16 | 16.58 | 31.37 | 41.47 | ||||||||||||||||||||||||||
Malta Stock Exchange Index |
3,911.07 | 6/1/2021 | (1.04 | ) | (2.48 | ) | (1.04 | ) | 3.21 | (5.33 | ) | (1.36 | ) | (9.02 | ) | |||||||||||||||||||||
Cyprus General Index |
63.72 | 6/1/2021 | 0.50 | 0.55 | 0.50 | 5.58 | 12.54 | 32.72 | (9.53 | ) | ||||||||||||||||||||||||||
CSI 300 Index |
5,341.68 | 6/1/2021 | 0.19 | 0.44 | 0.19 | 5.81 | 2.50 | 34.51 | 41.67 | |||||||||||||||||||||||||||
Tokyo Price Index |
1,942.33 | 6/2/2021 | 0.84 | 1.13 | 1.01 | (0.60 | ) | 7.63 | 22.34 | 11.04 | ||||||||||||||||||||||||||
Hang Seng Index |
29,468.00 | 6/1/2021 | 1.08 | 1.93 | 1.08 | 3.84 | 8.21 | 24.17 | (3.36 | ) | ||||||||||||||||||||||||||
Hang Seng China Enterprises Index |
10,990.75 | 6/1/2021 | 0.93 | 1.84 | 0.93 | 0.17 | 2.35 | 11.76 | (8.56 | ) | ||||||||||||||||||||||||||
ASX100 |
5,975.38 | 6/2/2021 | 1.06 | 1.78 | 0.82 | 6.61 | 10.09 | 24.39 | 21.62 | |||||||||||||||||||||||||||
BSE India Sensex 30 Index |
51,934.88 | 6/1/2021 | 0.00 | 2.56 | 0.00 | 4.90 | 8.76 | 55.94 | 47.43 | |||||||||||||||||||||||||||
Korea Composite Stock Price Index |
3,221.87 | 6/1/2021 | 0.56 | 1.59 | 0.56 | 5.24 | 12.12 | 56.02 | 32.10 | |||||||||||||||||||||||||||
Taiwan Stock Exchange Index |
17,181.47 | 6/2/2021 | 0.11 | 3.23 | 0.66 | 4.57 | 16.62 | 54.40 | 56.92 | |||||||||||||||||||||||||||
Jakarta Stock Exchange Composite Index |
5,947.46 | 5/31/2021 | 1.69 | 3.19 | (0.80 | ) | (0.64 | ) | (0.53 | ) | 25.11 | (0.60 | ) | |||||||||||||||||||||||
SET Index |
1,618.59 | 6/1/2021 | 1.57 | 3.19 | 1.57 | 1.98 | 11.68 | 19.69 | (5.89 | ) | ||||||||||||||||||||||||||
SET100 |
2,231.56 | 6/1/2021 | 1.91 | 3.39 | 1.91 | 1.27 | 9.55 | 12.20 | (11.07 | ) | ||||||||||||||||||||||||||
SET50 Index |
981.19 | 6/1/2021 | 1.93 | 3.49 | 1.93 | 1.02 | 7.77 | 8.85 | (13.14 | ) | ||||||||||||||||||||||||||
Philippines Exchange Composite Index |
6,627.43 | 6/1/2021 | (0.02 | ) | 6.95 | (0.02 | ) | 2.86 | (7.18 | ) | 11.76 | (13.14 | ) | |||||||||||||||||||||||
Sri Lanka CSE All Share |
7,451.97 | 6/2/2021 | 0.04 | 2.39 | 0.53 | 4.64 | 10.00 | 55.55 | 16.42 | |||||||||||||||||||||||||||
Pakistan KSE 100 |
48,191.26 | 6/1/2021 | 0.62 | 4.08 | 0.62 | 8.08 | 10.14 | 41.65 | 12.30 | |||||||||||||||||||||||||||
Vietnam Hanoi HNX index |
318.47 | 6/1/2021 | 0.19 | 5.59 | 0.19 | 11.09 | 56.79 | 179.03 | 175.11 | |||||||||||||||||||||||||||
IBEX 35 |
9,189.70 | 6/1/2021 | 0.45 | (0.21 | ) | 0.45 | 7.11 | 13.82 | 27.26 | (4.60 | ) | |||||||||||||||||||||||||
ISEQ Overall |
8,285.67 | 6/1/2021 | 0.65 | 1.08 | 0.65 | 2.49 | 12.33 | 38.24 | 15.36 | |||||||||||||||||||||||||||
KRX 100 |
6,748.19 | 6/1/2021 | 0.57 | 1.31 | 0.57 | 2.50 | 8.42 | 52.25 | 34.77 | |||||||||||||||||||||||||||
Luxembourg LuxX |
1,624.11 | 6/1/2021 | 0.57 | 5.85 | 0.57 | 6.61 | 20.70 | 61.47 | (2.19 | ) | ||||||||||||||||||||||||||
FTSE MIB |
25,321.82 | 6/1/2021 | 0.60 | 1.72 | 0.60 | 2.73 | 13.89 | 36.70 | 14.53 | |||||||||||||||||||||||||||
MSCI AC World (USD) |
713.76 | 6/1/2021 | 0.32 | 0.92 | 0.32 | 6.01 | 10.44 | 38.81 | 39.20 | |||||||||||||||||||||||||||
MSCI EAFE |
2,349.35 | 6/1/2021 | 0.66 | 0.76 | 0.66 | 6.39 | 9.40 | 34.46 | 17.92 | |||||||||||||||||||||||||||
MSCI Europe |
2,075.62 | 6/1/2021 | 0.91 | 1.03 | 0.91 | 8.96 | 12.79 | 38.89 | 19.82 | |||||||||||||||||||||||||||
MSCI World |
2,982.02 | 6/1/2021 | 0.21 | 0.56 | 0.21 | 6.06 | 10.85 | 37.81 | 41.38 | |||||||||||||||||||||||||||
Nikkei 225 |
28,814.34 | 6/1/2021 | (0.16 | ) | 0.91 | (0.16 | ) | (1.25 | ) | 4.99 | 30.60 | 29.96 | ||||||||||||||||||||||||
NZX 50 |
5,177.69 | 6/1/2021 | 1.14 | 0.98 | 1.14 | (0.92 | ) | (5.63 | ) | 12.03 | 32.49 | |||||||||||||||||||||||||
Oslo Stock Exchange OBX |
995.87 | 6/1/2021 | 1.60 | 3.16 | 1.60 | 5.77 | 15.95 | 38.88 | 23.36 | |||||||||||||||||||||||||||
OMX Copenhagen 20 |
1,586.23 | 6/1/2021 | 0.56 | (0.21 | ) | 0.56 | 7.78 | 8.26 | 28.55 | 60.07 | ||||||||||||||||||||||||||
OMX Helsinki 25 |
5,220.24 | 6/1/2021 | 1.21 | 0.85 | 1.21 | 5.87 | 13.83 | 30.53 | 21.80 | |||||||||||||||||||||||||||
OMX Stockholm 30 |
2,264.53 | 6/1/2021 | 1.01 | 0.95 | 1.01 | 3.27 | 20.79 | 37.30 | 44.28 | |||||||||||||||||||||||||||
S&P ASX 200 |
7,217.82 | 6/2/2021 | 1.05 | 1.77 | 0.78 | 6.29 | 9.58 | 23.70 | 20.49 | |||||||||||||||||||||||||||
Straits Times Index |
3,187.23 | 6/1/2021 | 0.73 | 1.31 | 0.73 | 0.69 | 12.08 | 24.95 | (7.01 | ) | ||||||||||||||||||||||||||
Swiss Market Index |
11,434.88 | 6/1/2021 | 0.63 | 1.14 | 0.63 | 3.51 | 6.83 | 16.31 | 32.68 | |||||||||||||||||||||||||||
Warsaw Stock Exchange WIG |
66,278.91 | 6/1/2021 | (0.01 | ) | 3.47 | (0.01 | ) | 14.11 | 16.23 | 36.24 | 14.49 | |||||||||||||||||||||||||
Budapest Stock Exchange Index |
46,699.74 | 6/1/2021 | 0.71 | 2.04 | 0.71 | 5.35 | 10.91 | 30.17 | 29.89 | |||||||||||||||||||||||||||
SOFIX Index |
529.62 | 6/1/2021 | 0.38 | (0.54 | ) | 0.38 | 5.44 | 18.34 | 14.87 | (16.97 | ) |
ISE National 100 |
1,432.04 | 6/1/2021 | 0.81 | 2.27 | 0.81 | 2.90 | (3.03 | ) | 33.50 | 44.40 | ||||||||||||||||||||||||||
PX Index |
1,173.71 | 6/1/2021 | 0.95 | 0.46 | 0.95 | 7.63 | 14.27 | 29.32 | 8.57 | |||||||||||||||||||||||||||
CROBEX |
1,944.66 | 6/1/2021 | 0.61 | 0.48 | 0.61 | 3.87 | 11.81 | 18.83 | 5.32 | |||||||||||||||||||||||||||
Israel TA-35 |
1,687.65 | 6/1/2021 | (0.56 | ) | (0.29 | ) | (0.56 | ) | 5.17 | 12.58 | 18.01 | 11.62 | ||||||||||||||||||||||||
Utd Arab Emirates DFM Index |
2,839.14 | 6/2/2021 | 0.07 | 0.49 | 1.49 | 11.33 | 13.35 | 43.07 | (4.22 | ) | ||||||||||||||||||||||||||
Jordan General |
2,048.26 | 6/1/2021 | (0.23 | ) | 3.99 | (0.23 | ) | 15.57 | 23.60 | 22.08 | (2.28 | ) | ||||||||||||||||||||||||
SAT All Share Index |
10,597.42 | 6/1/2021 | 0.44 | 1.43 | 0.44 | 6.96 | 21.96 | 45.39 | 29.85 | |||||||||||||||||||||||||||
Kuwait KSX 15 |
6,220.20 | 6/1/2021 | 0.15 | (0.81 | ) | 0.15 | 7.69 | 12.16 | 24.24 | 31.35 | ||||||||||||||||||||||||||
Bahrain All Share |
1,522.21 | 6/2/2021 | 0.20 | (1.09 | ) | (0.35 | ) | 4.40 | 2.18 | 19.89 | 20.26 | |||||||||||||||||||||||||
Egypt EGX 30 |
10,240.20 | 6/1/2021 | (0.67 | ) | (2.77 | ) | (0.67 | ) | (3.11 | ) | (5.58 | ) | 0.13 | (37.62 | ) | |||||||||||||||||||||
Qatar QE Index |
10,804.70 | 6/2/2021 | 0.25 | 1.66 | 0.53 | 3.88 | 3.53 | 19.16 | 21.67 | |||||||||||||||||||||||||||
Oman MSM 30 Index |
3,893.92 | 6/1/2021 | 1.07 | 1.46 | 1.07 | 4.99 | 6.43 | 10.16 | (15.47 | ) | ||||||||||||||||||||||||||
TUNINDEX |
7,400.39 | 6/1/2021 | 0.08 | 0.04 | 0.08 | 4.39 | 7.49 | 13.52 | (3.23 | ) | ||||||||||||||||||||||||||
Bermuda Royal Gazette/BSX |
2,553.64 | 6/1/2021 | 0.00 | (3.66 | ) | 0.00 | (1.76 | ) | 25.68 | 43.22 | (5.27 | ) | ||||||||||||||||||||||||
JSE All Share Index |
452,665.61 | 6/1/2021 | 0.27 | (0.18 | ) | 0.27 | 4.58 | 4.42 | 8.47 | 37.55 | ||||||||||||||||||||||||||
Malawi All Share Index |
33,676.89 | 6/1/2021 | 0.00 | 0.22 | 0.00 | 3.42 | 3.96 | 18.16 | 11.98 | |||||||||||||||||||||||||||
Mauritius SEMDEX |
1,717.54 | 6/1/2021 | 0.23 | (1.71 | ) | 0.23 | 7.33 | 4.20 | 5.48 | (23.58 | ) | |||||||||||||||||||||||||
TTSE Composite Index |
1,379.90 | 6/1/2021 | 0.12 | 0.90 | 0.12 | 2.71 | 4.29 | 7.00 | 11.07 | |||||||||||||||||||||||||||
Venezuela IBC General |
5,185.49 | 6/1/2021 | (1.46 | ) | (8.61 | ) | (1.46 | ) | 82.74 | (99.61 | ) | (98.43 | ) | (85.92 | ) | |||||||||||||||||||||
Zambia LUSE All Share |
4,246.55 | 5/31/2021 | 2.20 | 0.67 | 3.34 | 5.61 | 8.54 | 5.52 | (23.48 | ) | ||||||||||||||||||||||||||
NAMIBIA FTSE/JSE OVERALL |
1,468.39 | 6/1/2021 | 1.72 | 5.34 | 1.72 | 9.72 | 19.16 | 46.45 | 9.14 | |||||||||||||||||||||||||||
Estonia OMXT |
1,621.53 | 6/1/2021 | 0.13 | 0.16 | 0.13 | 8.02 | 20.67 | 36.40 | 29.57 | |||||||||||||||||||||||||||
Palestine General |
299.14 | 6/1/2021 | 0.95 | 4.29 | 0.95 | 12.11 | 12.07 | 10.45 | (0.30 | ) | ||||||||||||||||||||||||||
DSE Broad Index |
5,993.33 | 6/1/2021 | 0.04 | 1.84 | 0.04 | 13.55 | 10.95 | 49.85 | 12.15 | |||||||||||||||||||||||||||
Nigeria Emerging NSE - All Share |
38,414.37 | 6/1/2021 | (0.06 | ) | 0.41 | (0.06 | ) | (1.62 | ) | (4.61 | ) | 51.74 | 4.34 | |||||||||||||||||||||||
Uganda All Share Index |
1,442.02 | 6/1/2021 | (0.68 | ) | 0.21 | (0.68 | ) | 6.41 | 10.09 | 6.79 | (29.82 | ) | ||||||||||||||||||||||||
BVL General Sector Index |
20,973.85 | 6/1/2021 | (0.32 | ) | 3.64 | (0.32 | ) | (1.86 | ) | 0.73 | 33.22 | (0.21 | ) | |||||||||||||||||||||||
IBrX |
55,155.54 | 6/1/2021 | 1.24 | 4.34 | 1.24 | 10.28 | 9.48 | 47.36 | 73.31 | |||||||||||||||||||||||||||
IPSA |
4,396.10 | 6/1/2021 | 0.91 | 7.46 | 0.91 | (10.25 | ) | 5.24 | 19.27 | (19.65 | ) | |||||||||||||||||||||||||
INMEX |
3,150.54 | 6/1/2021 | (0.19 | ) | 4.03 | (0.19 | ) | 7.94 | 17.35 | 45.34 | 16.67 | |||||||||||||||||||||||||
FTSE/JSE Africa All Share |
68,922.86 | 6/1/2021 | 1.41 | 4.31 | 1.41 | 3.67 | 16.01 | 35.33 | 20.32 | |||||||||||||||||||||||||||
MASI Index |
12,165.07 | 6/1/2021 | 0.42 | 0.59 | 0.42 | 5.93 | 7.78 | 22.40 | (0.67 | ) |
EXHIBIT IV-4
Colonial Federal Savings Bank
Market Area Acquisition Activity
Exhibit IV-4
Massachusetts Bank and Thrift Acquisitions 2017-Present
Target Financials at Announcement | Deal Terms and Pricing at Announcement | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Announce
|
Complete
Date |
Buyer Name | Target Name |
Total
Assets ($000) |
E/A
(%) |
TE/A
(%) |
ROAA
(%) |
ROAE
(%) |
NPAs/
Assets (%) |
Rsrvs/
NPLs (%) |
Deal
Value ($M) |
Value/
Share ($) |
P/B
(%) |
P/TB
(%) |
P/E
(x) |
P/A
(%) |
Prem/
Cdeps (%) |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
04/22/2021 |
Pending |
|
Independent
Bank Corp. |
|
MA |
Meridian
Bancorp, Inc. |
MA | 6,503,925 | 12.13 | 11.84 | 1.17 | 10.12 | 0.07 | NM | 1150.6 | 21.882 | 145.39 | 149.55 | 14.49 | 17.69 | 8.71 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
04/07/2021 |
Pending |
|
Eastern
Bankshares Inc. |
|
MA |
Century
Bancorp, Inc. |
MA | 6,358,834 | 5.83 | 5.78 | 0.70 | 11.96 | 0.10 | 572.54 | 641.9 | 115.280 | 173.29 | 174.57 | 15.21 | 10.09 | 5.49 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
01/04/2021 |
07/01/2021 |
|
SVB
Financial Group |
|
CA |
Boston
Private Financial Holdings, Inc. |
MA | 9,431,305 | 8.97 | 8.34 | 0.46 | 4.98 | 0.52 | 172.47 | 942.6 | 10.943 | 106.37 | 115.30 | 21.46 | 9.99 | 2.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
02/18/2020 |
02/01/2021 |
|
LendingClub
Corp. |
|
CA |
Radius
Bancorp, Inc. |
MA | 1,390,254 | 8.90 | 8.78 | 0.47 | 5.09 | 0.92 | 64.83 | 188.3 | NA | 176.41 | 179.49 | 35.39 | 13.54 | 9.37 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
12/18/2019 |
06/01/2020 |
|
Cambridge
Financial Group Inc. |
|
MA |
Melrose
Bancorp, Inc. |
MA | 340,813 | 11.93 | 11.93 | 0.38 | 2.93 | NA | NA | 57.6 | 25.000 | 141.82 | 141.82 | 44.64 | 16.91 | 9.97 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
12/05/2019 |
06/01/2020 |
|
Cambridge
Bancorp |
|
MA |
Wellesley
Bancorp, Inc. |
MA | 985,867 | 7.28 | 7.28 | 0.70 | 9.48 | NA | NA | 121.0 | 44.289 | 158.53 | 158.53 | 17.44 | 12.28 | 8.10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
12/04/2019 |
10/01/2020 |
|
Bridgewater
Financial MHC |
|
MA |
Mansfield
Co-operative Bank |
MA | 527,235 | 10.66 | 10.66 | 0.60 | 5.77 | 0.35 | 378.22 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||||||||||||||||
06/18/2019 |
01/01/2020 |
|
Fidelity
MHC |
|
MA |
Family
Federal Savings, F.A. |
MA | 97,894 | 11.76 | 11.76 | 0.05 | 0.47 | 1.36 | 32.11 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||||||||||||||||
04/09/2019 |
10/01/2019 |
|
North Shore
Bancorp |
|
MA |
Beverly
Financial, MHC |
MA | 486,825 | 8.53 | 8.53 | 0.72 | 8.40 | 0.30 | 294.09 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||||||||||||||||
02/27/2019 |
10/21/2019 |
|
Hometown
Financial Group MHC |
|
MA |
Millbury
Savings Bank |
MA | 228,126 | 12.46 | 12.46 | 0.81 | 6.72 | 0.76 | 99.48 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||||||||||||||||
02/06/2019 |
05/17/2019 |
|
Hometown
Financial Group MHC |
|
MA |
Abington
Bank |
MA | 314,124 | 10.55 | 9.92 | 0.47 | 4.45 | 1.31 | 37.00 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||||||||||||||||
11/27/2018 |
04/01/2019 |
|
Peoples
United Financial Inc. |
|
CT |
BSB
Bancorp, Inc. |
MA | 2,971,807 | 6.66 | 6.66 | 0.74 | 11.00 | 0.19 | 322.35 | 317.2 | 32.420 | 159.75 | 159.75 | 14.87 | 10.67 | 7.27 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
11/06/2018 |
04/30/2019 |
|
North
Easton Savings Bank |
|
MA | Mutual Bank | MA | 517,988 | 8.99 | 8.99 | 0.59 | 6.65 | 0.31 | 232.63 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||||||||||||||||
09/20/2018 |
04/01/2019 |
|
Independent
Bank Corp. |
|
MA |
Blue Hills
Bancorp, Inc. |
MA | 2,741,162 | 14.60 | 14.31 | 0.70 | 4.54 | 0.52 | 189.63 | 725.4 | 25.872 | 173.71 | 177.91 | 34.96 | 26.46 | 19.21 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
08/14/2018 |
04/01/2019 |
|
Equitable
Bancorp MHC |
|
MA |
South Shore
Mutual Holding Company |
MA | 522,836 | 9.15 | 8.87 | 0.29 | 3.07 | 1.12 | 117.09 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||||||||||||||||
07/25/2018 |
01/31/2019 |
|
Hometown
Financial Group MHC |
|
MA |
Pilgrim
Bancshares, Inc. |
MA | 265,562 | 12.93 | 12.93 | 0.52 | 4.04 | 1.34 | 35.71 | 53.8 | 23.000 | 151.43 | 151.43 | 35.38 | 20.26 | 14.91 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
05/29/2018 |
11/14/2018 |
|
Independent
Bank Corp. |
|
MA |
MNB
Bancorp |
MA | 365,356 | 8.19 | 8.19 | 0.55 | 6.19 | 0.44 | 258.96 | 54.3 | NA | 203.72 | 203.72 | 41.35 | 14.87 | 13.10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
04/30/2018 |
08/20/2018 |
|
Salem Five
Bancorp |
|
MA | Sage Bank | MA | 141,727 | 7.22 | 7.22 | -1.25 | -15.66 | 1.48 | 36.17 | 9.3 | 6.300 | 112.97 | 112.97 | NA | 6.59 | 1.64 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
09/21/2017 |
03/01/2018 |
|
Brookline
Bancorp Inc. |
|
MA |
First
Commons Bank, National Association |
MA | 323,797 | 10.83 | 10.83 | 0.74 | 7.45 | 0.00 | NA | 55.5 | 16.700 | 158.31 | 158.31 | 22.06 | 17.15 | 11.47 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
09/19/2017 |
04/01/2018 |
|
Fidelity
MHC |
|
MA |
Colonial
Co-operative Bank |
MA | 69,027 | 8.12 | 8.12 | 0.11 | 1.40 | 6.44 | 8.31 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||||||||||||||||
07/18/2017 |
10/31/2017 |
|
South Shore
Bancorp MHC |
|
MA |
Braintree
Bancorp MHC |
MA | 258,583 | 8.09 | 8.09 | 0.20 | 2.54 | 1.69 | 35.95 | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||||||||||||||||
06/26/2017 |
12/29/2017 |
|
Meridian
Bancorp Inc. |
|
MA |
Meetinghouse
Bancorp, Inc. |
MA | 117,764 | 9.29 | 9.29 | 0.06 | 0.62 | NA | NA | 17.2 | NA | 157.21 | 157.21 | NM | 14.60 | 10.32 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
05/22/2017 |
10/13/2017 |
|
Berkshire
Hills Bancorp Inc. |
|
MA |
Commerce
Bancshares Corp. |
MA | 2,219,402 | 7.33 | 6.85 | 0.75 | 8.80 | 1.14 | 63.29 | 209.2 | 33.062 | 128.63 | 138.27 | 14.59 | 9.43 | 2.99 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
05/17/2017 |
10/01/2017 |
|
Abington
Bank |
|
MA |
Avon
Co-operative Bank |
MA | 90,491 | 10.15 | 10.15 | 0.22 | 2.10 | 0.00 | NA | NA | NA | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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|
|
|||||||||||||||||||||||||||||||||||||||||||||||
Average: | 1,552,946 | 9.61 | 9.49 | 0.45 | 4.71 | 0.97 | 163.93 | 153.40 | 155.63 | 25.99 | 14.32 | 8.91 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Median: | 426,091 | 9.07 | 8.93 | 0.54 | 5.04 | 0.52 | 108.29 | 157.76 | 157.76 | 21.76 | 14.07 | 9.04 |
Source: S&P Global Market Intelligence.
EXHIBIT IV-5
Colonial Federal Savings Bank
Director and Senior Management Resumes
EXHIBIT IV-5
Colonial Federal Savings Bank
Director and Senior Management Resumes
Directors |
Position |
Age | Director Since |
Current Term
to Expire |
||||
James M. OLeary, Jr. |
Chairman of the Board |
65 | 2014 | 2024 | ||||
Michael E. McFarland |
President and Chief Executive Officer |
67 | 1994 | 2022 | ||||
Paul N. Baharian |
Director |
75 | 2000 | 2023 | ||||
Robert Guarnieri |
Director |
74 | 1989 | 2023 | ||||
Edward J. Keohane |
Director |
77 | 1980 | 2022 | ||||
Stephen D. Marini |
Director |
75 | 1997 | 2024 | ||||
Tracy L. Wilson |
Director |
51 | 2018 | 2022 |
The business experience for the past five years of each of the Banks directors is set forth below. The biographies also contain information regarding the persons experience, qualifications, attributes or skills that caused the board of directors to determine that the person should serve as a director. Unless otherwise indicated, directors have held their positions for the past five years.
Paul N. Baharian has over 40 years of experience in congregate elderly housing serving as the Executive Director of 1000 Southern Artery in Quincy, Massachusetts. Mr. Baharian currently serves on the Board of Directors of 1000 Southern Artery. He retired in 2010. Mr. Baharian also has both commercial and residential banking experience with the South Shore National Bank prior to joining 1000 Southern Artery. Mr. Baharian has extensive experience in management, customer service and employee relations. Mr. Baharian has been involved in many civic and community projects over the years.
Robert Guarnieri is the retired President and Chief Executive Officer of Colonial Federal Savings Bank. Mr. Guarnieri has been associated with Colonial Federal Savings Bank since 1975 and has served as Controller, Treasurer before being elected as the President and Chief Executive Officer and a director in 1989. He also served as Chairman for five years. Mr. Guarnieri formerly worked at the firm of KPMG. He was a certified public accountant for many years. Mr. Guarnieri has a strong banking and accounting background and an excellent track record in sales, customer assessment, risk management and team building. Over the years he has served on numerous boards in the congregate housing industry and various charitable endeavors.
Edward Keohane is the past Chairman of Colonial Federal Savings Bank. Mr. Keohane is the retired president of Keohane Funeral Service in Quincy, Massachusetts. Mr. Keohane is associated with Keohane Funeral Service in an advisory and mentoring role. Mr. Keohane has extensive experience in the service industry and in employee recruitment, retention and professional development. Mr. Keohane has been involved in the business community serving both nationally and locally. Mr. Keohane is a former president and director of National Selected Morticians. He is also one of the founders of the Quincy Chamber of Commerce and served as its first president. He brings a wealth of business knowledge, community and civic involvement to the bank.
Stephen D. Marini has over 40 years of experience as a certified public accountant and an auditor. He is a retired vice president of the firm of Gerald T. Reilly & Co. CPAs. Mr. Marini serves as Chairman of the Audit Committee. Mr. Marini also served on the Board of the former Braintree Savings Bank. Mr. Marini has significant experience building relationships with clients and development of employees. Mr. Marini had served as a director of the South Shore Chamber of Commerce for many years and has been involved in many non-profit and charitable endeavors.
Michael E. McFarland is the President and Chief Executive Officer of Colonial Federal Savings Bank. He has served in this position for nine years. Mr. McFarlands position as President and Chief Officer fosters clear accountability, effective decision making, a clear and direct channel of communication from senior management to the full board of directors, and alignment on corporate strategy. Mr. McFarland has served as an elected member of both the Quincy City Council and the Quincy School Committee. He currently serves as the Vice Chairman of the Norfolk County Agricultural
High School Board of Trustees in Walpole, Massachusetts. Mr. McFarland has been involved in many community and civic endeavors including past board member of both the Quincy and South Shore Chambers of Commerce. He is a member of the Quincy Retirement Board and also serves on the Quincy Affordable Housing Trust. Mr. McFarland serves on the Board of Trustees of 1000 Southern Artery in Quincy.
James OLeary is the Chairman of the Board of Colonial Federal Savings Bank. He was elected Chairman in 2018. Mr. OLeary is the President of Milton E. T. Lawrence Company, a group insurance provider. Mr. OLeary has extensive experience in insurance, employee benefit plans and risk management. He brings a wealth of local contacts, sales experience, extensive insights into customers and the local real estate market. Mr. OLeary is a member of the BID Milton Board of Advisors. He is actively involved in a variety of civic and educational institutions.
Tracy L. Wilson is a life-long resident of Quincy, Massachusetts. Ms. Wilson is an attorney and president of the Law Offices of Tracy Wilson, P.C., with offices located in Quincy and Canton, Massachusetts. Ms. Wilson is a former Norfolk County Assistant District Attorney. Ms. Wilson brings considerable legal perspective to both policy and employment matters. She is active in the local legal community specializing in probate/estates, guardianships, civil litigation, divorce/family law and mediation/conciliation. Ms. Wilson has raised thousands of dollars for Childrens Hospital-Boston running with the Miles for Miracles Team in the Boston Marathon. She remains active in the community, participates in various local charity and civic organizations, and is a long-time sponsor and supporter of local youth sports and the arts.
Executive Officers Who Are Not Directors
The following sets forth information regarding the Banks executive officers who are not directors. Age information is as of June 30, 2021. The executive officers of CFSB Bancorp, Inc. and Colonial Federal Savings Bank are elected annually.
Susan Shea, age 63, has been employed at Colonial Federal Savings Bank since 1978 and is currently the Banks Treasurer and Chief Operating Officer, positions she has held since 2013. Ms. Shea serves as a member of the Loan Committee, Asset Review Committee, Asset/Liability Committee, Compliance Committee and IT Steering Committee.
Kemal A. Denizkurt, age 55, is the Vice President of Financial Markets. He joined Colonial Federal Savings Bank in 2000 to manage interest rate risk and the investment portfolio. Mr. Denizkurt serves as Chairman of the Asset Liability Committee and the Compliance Committee and oversees both compliance and internal audit programs for Colonial Federal Savings Bank. He is a long-serving member of the Loan Committee, conducts internal loan review, and provides oversight of the commercial real estate participation loan portfolio including credit underwriting and monitoring. Prior to joining Colonial Federal Savings Bank, Mr. Denizkurt was a national bank examiner for the Office of Thrift Supervision, conducting safety and soundness examinations for a ten-year period. Mr. Denizkurt is a long-time member of the Zoning Board of Appeals in Weymouth, Massachusetts and currently serves as Vice Chairman.
William R. Esselstyn, age 52, is Vice President of Information Systems for Colonial Federal Savings Bank, a position he has held since 1999. He also serves as the Information Security Officer and is the Assistant Secretary of the Bank. He is a member of the Compliance Committee and IT Steering Committee and is responsible for E-Banking services. Mr. Esselstyn began his employment at Colonial Federal Savings Bank in 1987. He is active in the local Quincy and Braintree communities, and currently serves on the board and as treasurer of the Wollaston Church of the Nazarene.
Mary Kuropatkin, age 52, is the Vice President of Retail Banking for Colonial Federal Savings Bank. She has served in this position and also as Colonial Federal Savings Banks BSA Officer since 1999. Ms. Kuropatkin began her employment with Colonial Federal in 1985. Ms. Kuropatkin serves as a member of the ALCO Committee, Compliance Committee and IT Steering Committee.
Angela M. Blanchard, age 54, is the Vice President-Retail Lending and CRA Officer of Colonial Federal Savings Bank, positions she has held since 2012. She joined Colonial Federal in 1996. Ms. Blanchard serves a as member of the Loan Committee, the Asset Review Committee, the ALCO Committee and the Compliance Committee. Prior to joining Colonial Federal Savings Bank, Ms. Blanchard was an Assistant Vice President Asset Manager/Commercial Loan Workout Officer for Shawmut Bank N.A.
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT IV-6
Colonial Federal Savings Bank
Pro Forma Regulatory Capital Ratios
EXHIBIT IV-6
Colonial Federal Savings Bank
Pro Forma Regulatory Capital Ratios
Institution: Colonial FSB
Actual, As of | Pro Forma at June 30, 2021 | |||||||||||||||||||||||||||||||||||||||
June 30, 2021 | Minimum | Midpoint | Maximum | Maximum As Adjusted | ||||||||||||||||||||||||||||||||||||
18,275,000 | 21,500,000 | 24,725,000 | 28,433,750 | |||||||||||||||||||||||||||||||||||||
Amount |
Percent
of Assets |
Amount |
Percent
of Assets |
Amount |
Percent
of Assets |
Amount |
Percent
of Assets |
Amount |
Percent
of Assets |
|||||||||||||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||||||||||||||
Capital and Retained Earnings Under GAAP BANK LEVEL |
$ | 48,646 | 14.36 | % | $ | 54,510 | 15.74 | % | $ | 55,699 | 16.01 | % | $ | 56,889 | 16.28 | % | $ | 58,256 | 16.59 | % | ||||||||||||||||||||
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Tier 1 Capital (Leverage) |
$ | 48,628 | 14.40 | % | $ | 54,492 | 15.78 | % | $ | 55,681 | 16.06 | % | $ | 56,871 | 16.33 | % | $ | 58,238 | 16.64 | % | ||||||||||||||||||||
Requirement |
16,888 | 5.00 | % | 17,265 | 5.00 | % | 17,339 | 5.00 | % | 17,413 | 5.00 | % | 17,499 | 5.00 | % | |||||||||||||||||||||||||
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Excess |
$ | 31,740 | 9.40 | % | $ | 37,227 | 10.78 | % | $ | 38,342 | 11.06 | % | $ | 39,458 | 11.33 | % | $ | 40,739 | 11.64 | % | ||||||||||||||||||||
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Tier I Risk Based |
$ | 48,628 | 28.67 | % | $ | 54,492 | 31.84 | % | $ | 55,681 | 32.48 | % | $ | 56,871 | 33.12 | % | $ | 58,238 | 33.85 | % | ||||||||||||||||||||
Requirement |
13,569 | 8.00 | % | 13,690 | 8.00 | % | 13,713 | 8.00 | % | 13,737 | 8.00 | % | 13,764 | 8.00 | % | |||||||||||||||||||||||||
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Excess |
$ | 35,059 | 20.67 | % | $ | 40,802 | 23.84 | % | $ | 41,968 | 24.48 | % | $ | 43,134 | 25.12 | % | $ | 44,474 | 25.85 | % | ||||||||||||||||||||
Total Risk-Based |
$ | 50,350 | 29.68 | % | $ | 56,214 | 32.85 | % | $ | 57,403 | 33.49 | % | $ | 58,593 | 34.12 | % | $ | 59,960 | 34.85 | % | ||||||||||||||||||||
Risk-Based Requirement |
16,962 | 10.00 | % | 17,112 | 10.00 | % | 17,142 | 10.00 | % | 17,171 | 10.00 | % | 17,206 | 10.00 | % | |||||||||||||||||||||||||
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Excess |
$ | 33,389 | 19.68 | % | $ | 39,102 | 22.85 | % | $ | 40,261 | 23.49 | % | $ | 41,422 | 24.12 | % | $ | 42,754 | 24.85 | % | ||||||||||||||||||||
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Common Eq. Tier 1 RB Capital |
$ | 48,628 | 28.67 | % | $ | 54,492 | 31.84 | % | $ | 55,681 | 32.48 | % | $ | 56,871 | 33.12 | % | $ | 58,238 | 33.85 | % | ||||||||||||||||||||
Requirement |
11,025 | 6.50 | % | 11,123 | 6.50 | % | 11,142 | 6.50 | % | 11,161 | 6.50 | % | 11,184 | 6.50 | % | |||||||||||||||||||||||||
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Excess |
$ | 37,603 | 22.17 | % | $ | 43,369 | 25.34 | % | $ | 44,539 | 25.98 | % | $ | 45,710 | 26.62 | % | $ | 47,054 | 27.35 | % | ||||||||||||||||||||
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Reconciliation of capital infused into Colonial FSB |
|
|||||||||||||||||||||||||||||||||||||||
Net proceeds infused into Colonial FSB |
|
$ | 8,437 | $ | 10,030 | $ | 11,623 | $ | 13,454 | |||||||||||||||||||||||||||||||
Proceeds to MHC |
|
($ | 100 | ) | ($ | 100 | ) | ($ | 100 | ) | ($ | 100 | ) | |||||||||||||||||||||||||||
Less: Cash Contribution to Foundation |
|
(250 | ) | (250 | ) | (250 | ) | (250 | ) | |||||||||||||||||||||||||||||||
Plus: Tax Benefit of contribution to Foundation |
|
276 | 314 | 351 | 394 | |||||||||||||||||||||||||||||||||||
Less: ESOP |
|
(1,666 | ) | (1,960 | ) | (2,254 | ) | (2,592 | ) | |||||||||||||||||||||||||||||||
Less: Stock Plan |
|
(833 | ) | (980 | ) | (1,127 | ) | (1,296 | ) | |||||||||||||||||||||||||||||||
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Pro Forma Increase in Tier 1 and RBC |
|
$ | 5,864 | $ | 7,053 | $ | 8,244 | $ | 9,610 |
Source: CFSB Bancorps Preliminary Offering Prospectus
EXHIBIT IV-7
Colonial Federal Savings Bank
Pro Forma Analysis Sheet Fully Converted Basis
EXHIBIT IV-7
PRO FORMA ANALYSIS SHEET
CFSB Bancorp, Inc.
Prices as of August 20, 2021
Subject at | Thrift Peer Group | All Public Thrifts | ||||||||||||||||||||||||
Valuation Pricing Multiples |
Symbol | Midpoint | Mean | Median | Mean | Median | ||||||||||||||||||||
Price-earnings multiple |
= | P/E | 54.58 | x | 11.58 | x | 10.04 | x | 12.36 | x | 11.63 | x | ||||||||||||||
Price-core earnings multiple |
= | P/CE | 54.58 | x | 13.21 | x | 10.05 | x | 13.12 | x | 11.78 | x | ||||||||||||||
Price-book ratio |
= | P/B | 55.66 | % | 90.73 | % | 90.88 | % | 110.06 | % | 102.30 | % | ||||||||||||||
Price-tangible book ratio |
= | P/TB | 55.66 | % | 93.00 | % | 98.14 | % | 123.03 | % | 109.31 | % | ||||||||||||||
Price-assets ratio |
= | P/A | 13.16 | % | 12.30 | % | 10.11 | % | 13.42 | % | 12.52 | % |
Valuation Parameters |
% of
Offering |
% of Offering
+ Foundation |
||||||||||||||
Pre-Conversion Earnings (Y) |
$ | 1,392,000 | (12 Mths 6/21) | ESOP Stock as % of Offering (E) | 8.1633 | % | 8.0000 | % | ||||||||
Pre-Conversion Core Earnings |
$ | 1,392,000 | (12 Mths 6/21) | Cost of ESOP Borrowings (S) | 0.00 | % | ||||||||||
Pre-Conversion Book Value (B) |
$ | 48,545,000 | (6/21) | ESOP Amortization (T) | 25.00 | years | ||||||||||
Intangibles |
$ | 0 | (6/21) | SBP Stock as % of Offering (M) | 4.0816 | % | 4.0000 | % | ||||||||
|
|
|||||||||||||||
Pre-Conv. Tang. Book Value (B) |
$ | 48,545,000 | (6/21) | Stock Programs Vesting (N) | 5.00 | years | ||||||||||
Pre-Conversion Assets (A) |
$ | 338,659,000 | (6/21) | Fixed Expenses | $ | 1,200,000 | ||||||||||
Reinv. Rate: (5 Yr Treas)@6/30/21 |
0.87 | % | Subscr/Dir Comm Exp (Mdpnt) | $ | 584,550 | 1.35 | % | |||||||||
|
|
|||||||||||||||
Tax rate (TAX) |
25.08 | % | Total Expenses (Midpoint) | $ | 1,784,550 | |||||||||||
A-T Reinvestment Rate(R) |
0.65 | % | Syndicate Expenses (Mdpnt) | $ | 0 | 0.00 | % | |||||||||
Est. Conversion Expenses (1)(X) |
3.57 | % | Syndicate Amount | $ | 0 | |||||||||||
Insider Purchases ($) |
$ | 1,700,000 | Percent Sold (PCT) | 100.00 | % | |||||||||||
Price/Share |
$ | 10.00 | MHC Assets | $ | 100,000 | |||||||||||
Foundation Cash Contrib. (FC) |
$ | 250,000 | Options as % of Offering (O1) | 10.2041 | % | 10.00 | % | |||||||||
Found. Stk Contrib (% of Total Shrs (FS) |
0.0000 | % | Estimated Option Value (O2) | 34.50 | % | |||||||||||
Foundation Tax Benefit (Z) |
$ | 313,500 | Option Vesting Period (O3) | 5.00 | years | |||||||||||
Foundation Amount (Mdpt.) |
$ | 1,000,000 | % of Options taxable (O4) | 25.00 | % |
Calculation of Pro Forma Value After Conversion | ||||||||||
1. V= |
P/E * (Y) |
V= | $ | 50,000,000 |
1 - P/E * PCT * ((1-X-E-M-FC-FS)*R - (1-TAX)*E/T - (1-TAX)*M/N)-(1-(TAX*O4))*(O1*O2)/O3) |
1. V= |
P/E * (Y) |
V= | $ | 50,000,000 |
1 - P/Core E * PCT * ((1-X-E-M-FC-FS)*R - (1-TAX)*E/T - (1-TAX)*M/N)-(1-(TAX*O4))*(O1*O2)/O3) |
2. V= |
P/B * (B+Z) |
V= | $ | 50,000,000 |
1 - P/B * PCT * (1-X-E-M-FC-FS) |
2. V= |
P/TB * (TB+Z) |
V= | $ | 50,000,000 |
1 - P/TB * PCT * (1-X-E-M-FC-FS) |
3. V= |
P/A * (A+Z+PA) |
V= | $ | 50,000,000 |
1 - P/A * PCT * (1-X-E-M-FC-FS) |
Valuation Conclusion |
Shares Issued
to MHC |
Shares Sold
to Public |
Foundation
Shares |
Total Shares
Issued |
Price Per
Share |
Market Value
of Stock Sold in Offering |
Market Value
of Stock Issued in Reorganization |
|||||||||||||||||||||
Supermaximum |
0 | 6,480,250 | 132,250 | 6,612,500 | $ | 10.00 | $ | 64,802,500 | $ | 66,125,000 | ||||||||||||||||||
Maximum |
0 | 5,635,000 | 115,000 | 5,750,000 | 10.00 | 56,350,000 | $ | 57,500,000 | ||||||||||||||||||||
Midpoint |
0 | 4,900,000 | 100,000 | 5,000,000 | 10.00 | 49,000,000 | $ | 50,000,000 | ||||||||||||||||||||
Minimum |
0 | 4,165,000 | 85,000 | 4,250,000 | 10.00 | 41,650,000 | $ | 42,500,000 | ||||||||||||||||||||
Valuation Conclusion |
Shares Issued
to MHC |
Shares Sold
to Public |
Foundation
Shares |
Total Shares
Issued |
||||||||||||||||||||||||
Supermaximum |
0.000 | % | 98.000 | % | 2.000 | % | 100.000 | % | ||||||||||||||||||||
Maximum |
0.000 | % | 98.000 | % | 2.000 | % | 100.000 | % | ||||||||||||||||||||
Midpoint |
0.000 | % | 98.000 | % | 2.000 | % | 100.000 | % | ||||||||||||||||||||
Minimum |
0.000 | % | 98.000 | % | 2.000 | % | 100.000 | % |
(1) |
Estimated offering expenses at midpoint of the offering. |
EXHIBIT IV-8
Colonial Federal Savings Bank
Pro Forma Effect of Conversion Proceeds Fully Converted Basis
Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
CFSB Bancorp, Inc.
At the Minimum of the Range
1. |
Market Value of Shares Sold In Offering: |
$ | 41,650,000 | |||
Market Value of Shares Issued to Foundation: |
850,000 | |||||
|
|
|||||
Total Market Value of Company: |
$ | 42,500,000 | ||||
2. |
Offering Proceeds of Shares Sold In Offering |
$ | 41,650,000 | |||
Less: Estimated Offering Expenses |
1,693,425 | |||||
|
|
|||||
Net Conversion Proceeds |
$ | 39,956,575 | ||||
3. |
Estimated Additional Equity and Income from Offering Proceeds |
|||||
Net Conversion Proceeds |
$ | 39,956,575 | ||||
Less: Cash Contribution to Foundation |
(250,000 | ) | ||||
Less: Non-Cash ESOP Stock Purchases (1) |
(3,400,000 | ) | ||||
Less: Non-Cash SBP Stock Purchases (2) |
(1,700,000 | ) | ||||
|
|
|||||
Net Conversion Proceeds Reinvested |
$ | 34,606,575 | ||||
Estimated After-Tax Reinvestment Rate |
0.65 | % | ||||
|
|
|||||
Earnings from Reinvestment of Proceeds |
$ | 225,567 | ||||
Less: Estimated cost of ESOP borrowings(1) |
0 | |||||
Less: Amortization of ESOP borrowings(1) |
(101,891 | ) | ||||
Less: Stock Programs Vesting (2) |
(254,728 | ) | ||||
Less: Option Plan Vesting (3) |
(274,863 | ) | ||||
|
|
|||||
Net Earnings Increase |
($ | 405,915 | ) |
4. | Pro Forma Earnings |
Before
Conversion |
Net
Earnings Increase |
After
Conversion |
||||||||||||||
12 Months ended June 30, 2021 (reported) |
|
$ | 1,392,000 | ($ | 405,915 | ) | $ | 986,085 | ||||||||||
12 Months ended June 30, 2021 (core) | $ | 1,392,000 | ($ | 405,915 | ) | $ | 986,085 | |||||||||||
5. | Pro Forma Net Worth |
Before
Conversion |
Net Equity
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 | $ | 48,545,000 | $ | 34,606,575 | $ | 275,880 | $ | 83,427,455 | ||||||||||
June 30, 2021 (Tangible) | $ | 48,545,000 | $ | 34,606,575 | $ | 275,880 | $ | 83,427,455 | ||||||||||
6. | Pro Forma Assets |
Before
Conversion |
Net Cash
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 | $ | 338,659,000 | $ | 34,606,575 | $ | 275,880 | $ | 373,541,455 |
(1) |
ESOP stock (8% of offering) amortized over 25 years, amortization expense is tax effected at 25.08%. |
(2) |
Stock programs (4% of offering) amortized over 5 years, amortization expense is tax effected at 25.08%. |
(3) |
Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% taxable. |
Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
CFSB Bancorp, Inc.
At the Midpoint of the Range
1. |
Market Value of Shares Sold In Offering: |
$ | 49,000,000 | |||
Market Value of Shares Issued to Foundation: |
1,000,000 | |||||
|
|
|||||
Total Market Value of Company: |
$ | 50,000,000 | ||||
2. |
Offering Proceeds of Shares Sold In Offering |
$ | 49,000,000 | |||
Less: Estimated Offering Expenses |
1,784,550 | |||||
|
|
|||||
Net Conversion Proceeds |
$ | 47,215,450 | ||||
3. |
Estimated Additional Equity and Income from Offering Proceeds |
|||||
Net Conversion Proceeds |
$ | 47,215,450 | ||||
Less: Cash Contribution to Foundation |
(250,000 | ) | ||||
Less: Non-Cash ESOP Stock Purchases (1) |
(4,000,000 | ) | ||||
Less: Non-Cash SBP Stock Purchases (2) |
(2,000,000 | ) | ||||
|
|
|||||
Net Conversion Proceeds Reinvested |
$ | 40,965,450 | ||||
Estimated After-Tax Reinvestment Rate |
0.65 | % | ||||
|
|
|||||
Earnings from Reinvestment of Proceeds |
$ | 267,014 | ||||
Less: Estimated cost of ESOP borrowings(1) |
0 | |||||
Less: Amortization of ESOP borrowings(1) |
(119,872 | ) | ||||
Less: Stock Programs Vesting (2) |
(299,680 | ) | ||||
Less: Option Plan Vesting (3) |
(323,369 | ) | ||||
|
|
|||||
Net Earnings Increase |
($ | 475,906 | ) |
4. | Pro Forma Earnings |
Before
Conversion |
Net
Earnings Increase |
After
Conversion |
||||||||||||||
12 Months ended June 30, 2021 (reported) |
|
$ | 1,392,000 | ($ | 475,906 | ) | $ | 916,094 | ||||||||||
12 Months ended June 30, 2021 (core) | $ | 1,392,000 | ($ | 475,906 | ) | $ | 916,094 | |||||||||||
5. | Pro Forma Net Worth |
Before
Conversion |
Net Capital
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 | $ | 48,545,000 | $ | 40,965,450 | $ | 313,500 | $ | 89,823,950 | ||||||||||
June 30, 2021 (Tangible) | $ | 48,545,000 | $ | 40,965,450 | $ | 313,500 | $ | 89,823,950 | ||||||||||
6. | Pro Forma Assets |
Before
Conversion |
Net Cash
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 | $ | 338,659,000 | $ | 40,965,450 | $ | 313,500 | $ | 379,937,950 |
(1) |
ESOP stock (8% of offering) amortized over 25 years, amortization expense is tax effected at 25.08%. |
(2) |
Stock programs (4% of offering) amortized over 5 years, amortization expense is tax effected at 25.08%. |
(3) |
Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% taxable. |
Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
CFSB Bancorp, Inc.
At the Maximum of the Range
1. |
Market Value of Shares Sold In Offering: | $ | 56,350,000 | |||
Market Value of Shares Issued to Foundation: | 1,150,000 | |||||
|
|
|||||
Total Market Value of Company: |
$ | 57,500,000 | ||||
2. |
Offering Proceeds of Shares Sold In Offering | $ | 56,350,000 | |||
Less: Estimated Offering Expenses |
1,875,675 | |||||
|
|
|||||
Net Conversion Proceeds | $ | 54,474,325 | ||||
3. |
Estimated Additional Equity and Income from Offering Proceeds | |||||
Net Conversion Proceeds | $ | 54,474,325 | ||||
Less: Cash Contribution to Foundation |
(250,000 | ) | ||||
Less: Non-Cash ESOP Stock Purchases (1) |
(4,600,000 | ) | ||||
Less: Non-Cash SBP Stock Purchases (2) |
(2,300,000 | ) | ||||
|
|
|||||
Net Conversion Proceeds Reinvested | $ | 47,324,325 | ||||
Estimated After-Tax Reinvestment Rate | 0.65 | % | ||||
|
|
|||||
Earnings from Reinvestment of Proceeds |
$ | 308,462 | ||||
Less: Estimated cost of ESOP borrowings(1) |
0 | |||||
Less: Amortization of ESOP borrowings(1) |
(137,853 | ) | ||||
Less: Stock Programs Vesting (2) |
(344,632 | ) | ||||
Less: Option Plan Vesting (3) |
(371,874 | ) | ||||
|
|
|||||
Net Earnings Increase | ($ | 545,897 | ) |
4. | Pro Forma Earnings |
Before
Conversion |
Net
Earnings Increase |
After
Conversion |
||||||||||||||
12 Months ended June 30, 2021 (reported) |
|
$ | 1,392,000 | ($ | 545,897 | ) | $ | 846,103 | ||||||||||
12 Months ended June 30, 2021 (core) | $ | 1,392,000 | ($ | 545,897 | ) | $ | 846,103 | |||||||||||
5. | Pro Forma Net Worth |
Before
Conversion |
Net Capital
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 |
$ | 48,545,000 | $ | 47,324,325 | $ | 351,120 | $ | 96,220,445 | ||||||||||
June 30, 2021 (Tangible) |
$ | 48,545,000 | $ | 47,324,325 | $ | 351,120 | $ | 96,220,445 | ||||||||||
6. | Pro Forma Assets |
Before
Conversion |
Net Cash
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 |
$ | 338,659,000 | $ | 47,324,325 | $ | 351,120 | $ | 386,334,445 |
(1) |
ESOP stock (8% of offering) amortized over 25 years, amortization expense is tax effected at 25.08%. |
(2) |
Stock programs (4% of offering) amortized over 5 years, amortization expense is tax effected at 25.08%. |
(3) |
Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% taxable. |
Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
CFSB Bancorp, Inc.
At the Supermaximum Value
1. | Market Value of Shares Sold In Offering: | $ | 64,802,500 | |||
Market Value of Shares Issued to Foundation: | 1,322,500 | |||||
|
|
|||||
Total Market Value of Company: |
$ | 66,125,000 | ||||
2. | Offering Proceeds of Shares Sold In Offering | $ | 64,802,500 | |||
Less: Estimated Offering Expenses |
1,980,469 | |||||
|
|
|||||
Net Conversion Proceeds | $ | 62,822,031 | ||||
3. | Estimated Additional Equity and Income from Offering Proceeds | |||||
Net Conversion Proceeds | $ | 62,822,031 | ||||
Less: Cash Contribution to Foundation |
(250,000 | ) | ||||
Less: Non-Cash ESOP Stock Purchases (1) |
(5,289,994 | ) | ||||
Less: Non-Cash MRP Stock Purchases (2) |
(2,644,992 | ) | ||||
|
|
|||||
Net Conversion Proceeds Reinvested | $ | 54,637,045 | ||||
Estimated After-Tax Reinvestment Rate | 0.65 | % | ||||
|
|
|||||
Earnings from Reinvestment of Proceeds |
$ | 356,126 | ||||
Less: Estimated cost of ESOP borrowings(1) |
0 | |||||
Less: Amortization of ESOP borrowings(1) |
(158,531 | ) | ||||
Less: Stock Programs Vesting (2) |
(396,327 | ) | ||||
Less: Option Plan Vesting (3) |
(427,655 | ) | ||||
|
|
|||||
Net Earnings Increase | ($ | 626,386 | ) |
4. | Pro Forma Earnings |
Before
Conversion |
Net
Earnings Increase |
After
Conversion |
||||||||||||||
12 Months ended June 30, 2021 (reported) |
|
$ | 1,392,000 | ($ | 626,386 | ) | $ | 765,614 | ||||||||||
12 Months ended June 30, 2021 (core) |
$ | 1,392,000 | ($ | 626,386 | ) | $ | 765,614 | |||||||||||
5. | Pro Forma Net Worth |
Before
Conversion |
Net Capital
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 |
$ | 48,545,000 | $ | 54,637,045 | $ | 394,383 | $ | 103,576,428 | ||||||||||
June 30, 2021 (Tangible) |
$ | 48,545,000 | $ | 54,637,045 | $ | 394,383 | $ | 103,576,428 | ||||||||||
6. | Pro Forma Assets |
Before
Conversion |
Net Cash
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 |
$ | 338,659,000 | $ | 54,637,045 | $ | 394,383 | $ | 393,690,428 |
(1) |
ESOP stock (8% of offering) amortized over 25 years, amortization expense is tax effected at 25.08%. |
(2) |
Stock programs (4% of offering) amortized over 5 years, amortization expense is tax effected at 25.08%. |
(3) |
Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% taxable. |
EXHIBIT IV-9
Colonial Federal Savings Bank
Pro Forma Analysis Sheet MHC Basis
EXHIBIT IV-9
PRO FORMA ANALYSIS SHEET
CFSB Bancorp, Inc.
Prices as of August 20, 2021
Subject at | Thrift Peer Group | All Public Thrifts | ||||||||||||||||||||||||
Valuation Pricing Multiples |
Symbol | Midpoint | Mean | Median | Mean | Median | ||||||||||||||||||||
Price-earnings multiple |
= | P/E | 43.96 | x | 11.58 | x | 10.04 | x | 12.36 | x | 11.63 | x | ||||||||||||||
Price-core earnings multiple |
= | P/CE | 43.96 | x | 13.21 | x | 10.05 | x | 13.12 | x | 11.78 | x | ||||||||||||||
Price-book ratio |
= | P/B | 76.07 | % | 90.73 | % | 90.88 | % | 110.06 | % | 102.30 | % | ||||||||||||||
Price-tangible book ratio |
= | P/TB | 76.07 | % | 93.00 | % | 98.14 | % | 123.03 | % | 109.31 | % | ||||||||||||||
Price-assets ratio |
= | P/A | 14.06 | % | 12.30 | % | 10.11 | % | 13.42 | % | 12.52 | % |
Valuation Parameters (2) |
As a % of Offering
+ Foundation |
|||||||||||||||
Pre-Conversion Earnings (Y) |
$ | 1,391,348 | (12 Mths 6/21) | ESOP Stock Purchases (E) | 9.116 | % | 8.71 | % | ||||||||
Pre-Conversion Core Earnings |
$ | 1,391,348 | (12 Mths 6/21) | Cost of ESOP Borrowings (S) | 0.00 | % | ||||||||||
Pre-Conversion Book Value (B) |
$ | 48,545,000 | ESOP Amortization (T) | 25.00 | years | |||||||||||
Pre-Conv. Tang. Book Value (B) |
$ | 48,545,000 | Stock Programs Amount (M) | 4.558 | % | 4.36 | % | |||||||||
Pre-Conversion Assets (A) |
$ | 338,559,000 | Stock Programs Vesting (N) | 5.00 | years | |||||||||||
Reinvestment Rate: |
0.87 | % | Fixed Expenses | $ | 1,200,000 | |||||||||||
Tax rate (TAX) |
25.08 | % | Variable Expenses | 1.35 | % | |||||||||||
A-T Reinvestment Rate(R) |
0.65 | % | Percent Sold (PCT) | 45.0000 | % | |||||||||||
Est. Conversion Expenses (1)(X) |
6.40 | % | MHC Assets | $ | 100,000 | |||||||||||
Insider Purchases |
$ | 1,700,000 | Options as % of Offering (O1) | 11.40 | % | 10.89 | % | |||||||||
Price/Share |
$ | 10.00 | Estimated Option Value (O2) | 34.50 | % | |||||||||||
Foundation Cash Contrib. (FC) |
$ | 250,000 | Option Vesting Period (O3) | 5.00 | years | |||||||||||
Foundation Stock Contrib. (FS) |
2.00 | % | % of Options taxable (O4) | 25.00 | % | |||||||||||
Foundation Tax Benefit (Z) |
$ | 313,500 |
Calculation of Pro Forma Value After Conversion |
||||||||||
1.V= |
P/E * (Y) |
V= | $ | 50,000,000 |
1 - P/E * PCT * ((1-X-E-M-C-D)*R - (1-TAX)*E/T - (1-TAX)*M/N) | ||||||||||
1.V= |
P/E * (Y) |
V= | $ | 50,000,000 |
Mark. Val of Stock Sold in |
||||||||||||||||||||||||||||
Valuation Conclusion |
Shares Issued
to MHC |
Shares Sold
to Public |
Foundation
Shares |
Total Shares
Issued |
Price Per
Share |
Offering+Issued
to Foundation |
Full Value of
Total Shares |
|||||||||||||||||||||
Supermaximum |
3,636,875 | 2,843,375 | 132,250 | 6,612,500 | $ | 10.00 | $ | 29,756,250 | $ | 66,125,000 | ||||||||||||||||||
Maximum |
3,162,500 | 2,472,500 | 115,000 | 5,750,000 | 10.00 | 25,875,000 | $ | 57,500,000 | ||||||||||||||||||||
Midpoint |
2,750,000 | 2,150,000 | 100,000 | 5,000,000 | 10.00 | 22,500,000 | $ | 50,000,000 | ||||||||||||||||||||
Minimum |
2,337,500 | 1,827,500 | 85,000 | 4,250,000 | 10.00 | 19,125,000 | $ | 42,500,000 | ||||||||||||||||||||
Valuation Conclusion |
Shares Issued
to MHC |
Shares Sold
to Public |
Foundation
Shares |
Total Shares
Issued |
||||||||||||||||||||||||
Supermaximum |
55.000 | % | 43.000 | % | 2.000 | % | 100.000 | % | ||||||||||||||||||||
Maximum |
55.000 | % | 43.000 | % | 2.000 | % | 100.000 | % | ||||||||||||||||||||
Midpoint |
55.000 | % | 43.000 | % | 2.000 | % | 100.000 | % | ||||||||||||||||||||
Minimum |
55.000 | % | 43.000 | % | 2.000 | % | 100.000 | % |
(1) |
Estimated offering expenses at midpoint of the offering. |
(2) |
Reflects reduction in earnings, equity and assets due to $100,000 contributed to the MHC. |
EXHIBIT IV-10
Colonial Federal Savings Bank
Pro Forma Effect of Conversion Proceeds MHC Basis
Exhibit IV-10
PRO FORMA EFFECT OF CONVERSION PROCEEDS
CFSB Bancorp, Inc.
At the Minimum of the Range
1. |
Market Value of Shares Sold In Offering: |
$ | 18,275,000 | |||
Market Value of Shares Issued to Foundation: |
850,000 | |||||
Market Value of Shares Issued to MHC: |
23,375,000 | |||||
|
|
|||||
Total Market Value of Company: |
$ | 42,500,000 | ||||
2. |
Offering Proceeds of Shares Sold In Offering |
$ | 18,275,000 | |||
Less: Estimated Offering Expenses |
1,401,272 | |||||
|
|
|||||
Net Conversion Proceeds |
$ | 16,873,729 | ||||
3. |
Estimated Additional Equity and Income from Offering Proceeds |
|||||
Net Conversion Proceeds |
$ | 16,873,729 | ||||
Less: Cash Contribution to Foundation |
(250,000 | ) | ||||
Less: Non-Cash ESOP Purchases (1) |
(1,666,000 | ) | ||||
Less: Non-Cash Stock Plan Purchases (1) |
(833,000 | ) | ||||
|
|
|||||
Net Proceeds Reinvested |
$ | 14,124,729 | ||||
Estimated net incremental rate of return |
0.65 | % | ||||
|
|
|||||
Earnings Increase |
$ | 92,066 | ||||
Less: Estimated cost of ESOP borrowings |
0 | |||||
Less: Amortization of ESOP borrowings(2) |
(49,927 | ) | ||||
Less: Stock Programs Vesting (3) |
(124,817 | ) | ||||
Less: Option Plan Vesting (4) |
(134,683 | ) | ||||
|
|
|||||
Net Earnings Increase |
($ | 217,361 | ) |
4. | Pro Forma Earnings |
Before
Conversion |
Net
Earnings Increase |
After
Conversion |
||||||||||||||
12 Months ended June 30, 2021 (reported) | $ | 1,391,348 | ($ | 217,361 | ) | $ | 1,173,987 | |||||||||||
12 Months ended June 30, 2021 (core) | $ | 1,391,348 | ($ | 217,361 | ) | $ | 1,173,987 | |||||||||||
5. | Pro Forma Net Worth |
Before
Conversion |
Net Cash
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 | $ | 48,545,000 | $ | 14,124,729 | $ | 275,880 | $ | 62,945,609 | ||||||||||
June 30, 2021 (Tangible) | $ | 48,545,000 | $ | 14,124,729 | $ | 275,880 | $ | 62,945,609 | ||||||||||
6. | Pro Forma Assets |
Before
Conversion |
Net Cash
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 | $ | 338,559,000 | $ | 14,124,729 | $ | 275,880 | $ | 352,959,609 |
(1) |
Includes ESOP purchases equal to 3.92% of all shares issued, and stock program purchases equal to 1.96% of all shares issued. |
(2) |
ESOP stock amortized over 25 years, and amortization expense is tax effected at 25.08%. |
(3) |
Stock programs amortized over 5 years, and amortization expense is tax effected at 25.08%. |
(4) |
Option valuation based on Black-Scholes model, 10 year vesting, and assuming 25% taxable. |
Exhibit IV-10
PRO FORMA EFFECT OF CONVERSION PROCEEDS
CFSB Bancorp, Inc.
At the Valuation Conclusion
1. |
Market Value of Shares Sold In Offering: | $ | 21,500,000 | |||
Market Value of Shares Issued to Foundation: | 1,000,000 | |||||
Market Value of Shares Issued to MHC: | 27,500,000 | |||||
|
|
|||||
Total Market Value of Company: |
$ | 50,000,000 | ||||
2. |
Offering Proceeds of Shares Sold In Offering |
$ | 21,500,000 | |||
Less: Estimated Offering Expenses |
1,440,840 | |||||
|
|
|||||
Net Conversion Proceeds |
$ | 20,059,160 | ||||
3. |
Estimated Additional Equity and Income from Offering Proceeds |
|||||
Net Conversion Proceeds |
$ | 20,059,160 | ||||
Less: Cash Contribution to Foundation |
(250,000) | |||||
Less: Non-Cash ESOP Purchases (1) |
(1,960,000) | |||||
Less: Non-Cash Stock Plan Purchases (1) |
(980,000) | |||||
|
|
|||||
Net Proceeds Reinvested |
$ | 16,869,160 | ||||
Estimated net incremental rate of return |
0.65 | % | ||||
|
|
|||||
Earnings Increase |
$ | 109,954 | ||||
Less: Estimated cost of ESOP borrowings |
0 | |||||
Less: Amortization of ESOP borrowings(2) |
(58,737) | |||||
Less: Stock Programs Vesting (3) |
(146,843) | |||||
Less: Option Plan Vesting (4) |
(158,451) | |||||
|
|
|||||
Net Earnings Increase |
($ | 254,077 | ) |
4. | Pro Forma Earnings |
Before
Conversion |
Net
Earnings Increase |
After
Conversion |
||||||||||||||
12 Months ended June 30, 2021 (reported) |
$ | 1,391,348 | ($ | 254,077 | ) | $ | 1,137,271 | |||||||||||
12 Months ended June 30, 2021 (core) |
$ | 1,391,348 | ($ | 254,077 | ) | $ | 1,137,271 | |||||||||||
5. | Pro Forma Net Worth |
Before
Conversion |
Net Cash
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 | $ | 48,545,000 | $ | 16,869,160 | $ | 313,500 | $ | 65,727,660 | ||||||||||
June 30, 2021 (Tangible) | $ | 48,545,000 | $ | 16,869,160 | $ | 313,500 | $ | 65,727,660 | ||||||||||
6. | Pro Forma Assets |
Before
Conversion |
Net Cash
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 | $ | 338,559,000 | $ | 16,869,160 | $ | 313,500 | $ | 355,741,660 |
(1) |
Includes ESOP purchases equal to 3.92% of all shares issued, and stock program purchases equal to 1.96% of all shares issued. |
(2) |
ESOP stock amortized over 25 years, and amortization expense is tax effected at 25.08%. |
(3) |
Stock programs amortized over 5 years, and amortization expense is tax effected at 25.08%. |
(4) |
Option valuation based on Black-Scholes model, 10 year vesting, and assuming 25% taxable. |
Exhibit IV-10
PRO FORMA EFFECT OF CONVERSION PROCEEDS
CFSB Bancorp, Inc.
At the Maximum of the Range
1. | Market Value of Shares Sold In Offering: | $ | 24,725,000 | |||
Market Value of Shares Issued to Foundation: |
1,150,000 | |||||
Market Value of Shares Issued to MHC: |
31,625,000 | |||||
|
|
|||||
Total Market Value of Company: |
$ | 57,500,000 | ||||
2. | Offering Proceeds of Shares Sold In Offering | $ | 24,725,000 | |||
Less: Estimated Offering Expenses |
1,480,409 | |||||
|
|
|||||
Net Conversion Proceeds |
$ | 23,244,592 | ||||
3. | Estimated Additional Equity and Income from Offering Proceeds | |||||
Net Conversion Proceeds |
$ | 23,244,592 | ||||
Less: Cash Contribution to Foundation |
(250,000 | ) | ||||
Less: Non-Cash ESOP Purchases (1) |
(2,254,000 | ) | ||||
Less: Non-Cash Stock Plan Purchases (1) |
(1,127,000 | ) | ||||
|
|
|||||
Net Proceeds Reinvested |
$ | 19,613,592 | ||||
Estimated net incremental rate of return |
0.65 | % | ||||
|
|
|||||
Earnings Increase |
$ | 127,842 | ||||
Less: Estimated cost of ESOP borrowings |
0 | |||||
Less: Amortization of ESOP borrowings(2) |
(67,548 | ) | ||||
Less: Stock Programs Vesting (3) |
(168,870 | ) | ||||
Less: Option Plan Vesting (4) |
(182,218 | ) | ||||
|
|
|||||
Net Earnings Increase |
($ | 290,794 | ) |
4. | Pro Forma Earnings |
Before
Conversion |
Net
Earnings Increase |
After
Conversion |
||||||||||||||
12 Months ended June 30, 2021 (reported) |
$ | 1,391,348 | ($ | 290,794 | ) | $ | 1,100,555 | |||||||||||
12 Months ended June 30, 2021 (core) |
$ | 1,391,348 | ($ | 290,794 | ) | $ | 1,100,555 | |||||||||||
5. | Pro Forma Net Worth |
Before
Conversion |
Net Cash
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 |
$ | 48,545,000 | $ | 19,613,592 | $ | 351,120 | $ | 68,509,712 | ||||||||||
June 30, 2021 (Tangible) |
$ | 48,545,000 | $ | 19,613,592 | $ | 351,120 | $ | 68,509,712 | ||||||||||
6. | Pro Forma Assets |
Before
Conversion |
Net Cash
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 |
$ | 338,559,000 | $ | 19,613,592 | $ | 351,120 | $ | 358,523,712 |
(1) |
Includes ESOP purchases equal to 3.92% of all shares issued, and stock program purchases equal to 1.96% of all shares issued. |
(2) |
ESOP stock amortized over 25 years, and amortization expense is tax effected at 25.08%. |
(3) |
Stock programs amortized over 5 years, and amortization expense is tax effected at 25.08%. |
(4) |
Option valuation based on Black-Scholes model, 10 year vesting, and assuming 25% taxable. |
Exhibit IV-10
PRO FORMA EFFECT OF CONVERSION PROCEEDS
CFSB Bancorp, Inc.
At the Supermaximum Value
1. | Market Value of Shares Sold In Offering: | $ | 28,433,750 | |||
Market Value of Shares Issued to Foundation: |
1,322,500 | |||||
Market Value of Shares Issued to MHC: |
36,368,750 | |||||
|
|
|||||
Total Market Value of Company: |
$ | 66,125,000 | ||||
2. | Offering Proceeds of Shares Sold In Offering | $ | 28,433,755 | |||
Less: Estimated Offering Expenses |
1,525,928 | |||||
|
|
|||||
Net Conversion Proceeds |
$ | 26,907,827 | ||||
3. | Estimated Additional Equity and Income from Offering Proceeds | |||||
Net Conversion Proceeds |
$ | 26,907,827 | ||||
Less: Cash Contribution to Foundation |
(250,000 | ) | ||||
Less: Non-Cash ESOP Purchases (1) |
(2,592,100 | ) | ||||
Less: Non-Cash Stock Plan Purchases (1) |
(1,296,050 | ) | ||||
|
|
|||||
Net Proceeds Reinvested |
$ | 22,769,676 | ||||
Estimated net incremental rate of return |
0.65 | % | ||||
|
|
|||||
Earnings Increase |
$ | 148,414 | ||||
Less: Estimated cost of ESOP borrowings |
0 | |||||
Less: Amortization of ESOP borrowings(2) |
(77,680 | ) | ||||
Less: Stock Programs Vesting (3) |
(194,200 | ) | ||||
Less: Option Plan Vesting (4) |
(209,551 | ) | ||||
|
|
|||||
Net Earnings Increase |
($ | 333,017 | ) |
4. | Pro Forma Earnings |
Before
Conversion |
Net
Earnings Increase |
After
Conversion |
||||||||||||||
12 Months ended June 30, 2021 (reported) |
$ | 1,391,348 | ($ | 333,017 | ) | $ | 1,058,331 | |||||||||||
12 Months ended June 30, 2021 (core) |
$ | 1,391,348 | ($ | 333,017 | ) | $ | 1,058,331 | |||||||||||
5. | Pro Forma Net Worth |
Before
Conversion |
Net Cash
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 |
$ | 48,545,000 | $ | 22,769,676 | $ | 394,383 | $ | 71,709,059 | ||||||||||
June 30, 2021 (Tangible) |
$ | 48,545,000 | $ | 22,769,676 | $ | 394,383 | $ | 71,709,059 | ||||||||||
6. | Pro Forma Assets |
Before
Conversion |
Net Cash
Proceeds |
Tax Benefit
of Foundation |
After
Conversion |
|||||||||||||
June 30, 2021 |
$ | 338,559,000 | $ | 22,769,676 | $ | 394,383 | $ | 361,723,059 |
(1) |
Includes ESOP purchases equal to 3.92% of all shares issued, and stock program purchases equal to 1.96% of all shares issued. |
(2) |
ESOP stock amortized over 25 years, and amortization expense is tax effected at 25.08%. |
(3) |
Stock programs amortized over 5 years, and amortization expense is tax effected at 25.08%. |
(4) |
Option valuation based on Black-Scholes model, 10 year vesting, and assuming 25% taxable. |
EXHIBIT V-1
RP® Financial, LC.
Firm Qualifications Statement
FIRM QUALIFICATION STATEMENT
RP® Financial (RP®) provides financial and management consulting, merger advisory and valuation services to the financial services industry nationwide. We offer a broad array of services, high quality and prompt service, hands-on involvement by principals and senior staff, careful structuring of strategic initiatives and sophisticated valuation and other analyses consistent with industry practices and regulatory requirements. Our staff maintains extensive background in financial and management consulting, valuation and investment banking. Our clients include commercial banks, thrifts, credit unions, mortgage companies, insurance companies and other financial services companies.
STRATEGIC PLANNING SERVICES
RP®s strategic planning services are designed to provide effective feasible plans with quantifiable results. We analyze strategic options to enhance shareholder value, achieve regulatory approval or realize other objectives. Such services involve conducting situation analyses; establishing mission/vision statements, developing strategic goals and objectives; and identifying strategies to enhance franchise and/or market value, capital management, earnings enhancement, operational matters and organizational issues. Strategic recommendations typically focus on: capital formation and management, asset/liability targets, profitability, return on equity and stock pricing. Our proprietary financial simulation models provide the basis for evaluating the impact of various strategies and assessing their feasibility and compatibility with regulations.
MERGER ADVISORY SERVICES
RP®s merger advisory services include targeting potential buyers and sellers, assessing acquisition merit, conducting due diligence, negotiating and structuring merger transactions, preparing merger business plans and financial simulations, rendering fairness opinions, preparing mark-to-market analyses, valuing intangible assets and supporting the implementation of post-acquisition strategies. Our merger advisory services involve transactions of financially healthy companies and failed bank deals. RP® is also expert in de novo charters and shelf charters. Through financial simulations, comprehensive data bases, valuation proficiency and regulatory familiarity, RP®s merger advisory services center on enhancing shareholder returns.
VALUATION SERVICES
RP®s extensive valuation practice includes bank and thrift mergers, thrift mutual-to-stock conversions, goodwill impairment, insurance company demutualizations, ESOPs, subsidiary companies, merger accounting and other purposes. We are highly experienced in performing appraisals which conform to regulatory guidelines and appraisal standards. RP® is the nations 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 (39) |
(703) 647-6543 |
rriggins@rpfinancial.com |
||
William E. Pommerening, Managing Director (36) |
(703) 647-6546 |
wpommerening@rpfinancial.com |
||
James P. Hennessey, Director (34) |
(703) 647-6544 |
jhennessey@rpfinancial.com |
||
James J. Oren, Director (32) |
(703) 647-6549 |
joren@rpfinancial.com |
||
Gregory E. Dunn, Director (36) |
(703) 647-6548 |
gdunn@rpfinancial.com |
1311-A Dolley Madison Blvd., Suite 2A | Telephone: (703) 528-1700 | |
McLean, VA 22101 | Fax No.: (703) 528-1788 | |
www.rpfinancial.com | E-Mail: mail@rpfinancial.com |