As filed with the Securities and Exchange Commission on September 13, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
First Seacoast Bancorp, Inc.
First Seacoast Bank 401(k) Plan
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 6035 | Pending | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
633 Central Avenue
Dover, New Hampshire 03820
(603) 742-4680
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
James R. Brannen
President and Chief Executive Officer
First Seacoast Bancorp, Inc.
633 Central Avenue
Dover, New Hampshire 03820
(603) 742-4680
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Victor L. Cangelosi, Esq.
Thomas P. Hutton, Esq.
Lawrence M.F. Spaccasi, Esq.
Luse Gorman, PC
5335 Wisconsin Avenue, N.W., Suite 780
Washington, D.C. 20015
(202) 274-2000
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 pursuant to Section 7(a)(2)(B) of the Securities Act: ☐
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
FIRST SEACOAST BANK 401(k) PLAN
Offering of Participation Interests in up to 517,831 Shares
of
FIRST SEACOAST BANCORP, INC.
Common Stock
First Seacoast Bancorp, Inc., a new Maryland corporation, is offering shares of common stock for sale at $10.00 per share in connection with the conversion of First Seacoast Bancorp, MHC from the mutual holding company to the stock holding company form of organization. The shares being offered represent the ownership interest in First Seacoast Bancorp, an existing federal corporation, currently owned by First Seacoast Bancorp, MHC. In this prospectus supplement, we will refer to First Seacoast Bancorp, Inc., the new Maryland corporation, as First Seacoast Bancorp, Inc, and we will refer to First Seacoast Bancorp, the existing federal corporation, as First Seacoast Bancorp, Inc. First Seacoast Bancorps common stock currently trades on the Nasdaq Capital Markets under the trading symbol FSEA. We have applied to list the shares of First Seacoast Bancorp, Inc. common stock on the Nasdaq Capital Market under the symbol FSEA.
In connection with the offering, First Seacoast Bank is allowing participants in the First Seacoast Bank 401(k) Plan (the 401(k) Plan) to invest all or a portion of their account balances in First Seacoast Bancorp, Inc. common stock. Based upon the value of the 401(k) Plan assets at June 30, 2022, the trustee of the 401(k) Plan could purchase up to 517,831 shares of First Seacoast 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 all or a portion of their 401(k) Plan account balances in First Seacoast Bancorp, Inc. common stock at the time of the stock offering.
Before you consider investing, you should read the prospectus of First Seacoast Bancorp, Inc., dated November [#], 2022, which is attached to this prospectus supplement. It contains detailed information regarding the conversion, the stock offering of First Seacoast Bancorp, Inc., and the financial condition, results of operations and business of First Seacoast 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 in this prospectus supplement, Risk Factors beginning on page 1 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 First Seacoast 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 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 First Seacoast Bancorp, Inc., in the offering of First Seacoast Bancorp, Inc. common stock that may be acquired within the 401(k) Plan. No one may use this prospectus supplement to reoffer or resell interests in shares of First Seacoast Bancorp, Inc. common stock acquired through the 401(k) Plan.
You should rely only on the information contained in this prospectus supplement and the attached prospectus. First Seacoast Bancorp, Inc., First Seacoast 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 attached prospectus nor any sale of First Seacoast Bancorp, Inc. common stock shall under any circumstances imply that there has been no change in the affairs of First Seacoast Bancorp, First Seacoast 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 November [#], 2022.
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Election to Purchase First Seacoast Bancorp, Inc. Common Stock |
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How to Order Common Stock Through the 401(k) Plan During the Offering |
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Additional Employee Retirement Income Security Act, as amended, 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 First Seacoast 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 First Seacoast Bancorp, Inc. common stock using your 401(k) Plan account balance, the 401(k) Plan trustee will sell the designated percentage of your designated investment funds (other than the existing First Seacoast Bancorp Stock Fund) within your 401(k) Plan account based on your investment election. If the stock offering is oversubscribed (i.e., there are more orders for First Seacoast 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 First Seacoast Bancorp, Inc. common stock, the funds that cannot be invested in First Seacoast Bancorp, Inc. common stock, and any interest earned on such funds, will be reinvested in your existing investment funds of the 401(k) Plan (other than the existing First Seacoast Bancorp Stock Fund), according to your then existing investment election (i.e., in proportion to your investment direction for future contributions). During the period from when the 401(k) Plan trustee sells a percentage 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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DESCRIPTION OF THE 401(k) PLAN
First Seacoast Bank originally adopted the predecessor plan to the 401(k) Plan effective as of October 1, 2010, and amended and restated the 401(k) Plan effective January 1, 2019. The 401(k) Plan is a single-employer, 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).
First Seacoast 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. First Seacoast 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 of 1974, as amended (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
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to 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 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 401(k) 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 First Seacoast Bank, Attn: Sharon Zacharias. You are urged to carefully read the full text of the 401(k) Plan.
As an employee of First Seacoast Bank, you are eligible to become a participant in the 401(k) Plan on the entry date coinciding with or immediately following completion of three months of service and attainment of age 18. For entitlement to employer matching contributions and employer profit sharing contributions, you must complete one year of service and attain 18 years of age. The entry dates under the 401(k) Plan are the first day of each calendar month following satisfaction of the eligibility requirements.
As of June 30, 2022, there were approximately 82 active and former employees in the 401(k) Plan.
Contributions under the 401(k) Plan
Elective Deferrals. 401(k) Plan participants are permitted to defer any whole percentage of their Compensation (as defined below), subject to certain restrictions imposed by the Code, and to have that amount contributed to the 401(k) Plan on their behalf. Participants may make either traditional 401(k) deferrals (pre-tax) or Roth 401(k) deferrals (after-tax). Pre-tax deferrals are not subject to income tax until distributed from the Plan. Roth deferrals are subject to income tax at the time of deferral. The Roth 401(k) deferrals, however, are not taxed when distributed from the Plan. For purposes of the 401(k) Plan, Compensation means the taxable compensation reported on Form W-2, with certain exclusions. In addition, any pre-tax contributions made to a 401(k) plan and pre-tax contributions to a Section 125 cafeteria plan and qualified transportation fringe benefits are included in Compensation. For 2022, the Compensation of each participant taken into account under the 401(k) Plan is limited to $305,000. (Limits established by the Internal Revenue Service are subject to increase pursuant to an annual cost-of-living adjustment, as permitted by the Code). Canceling or changing a contribution percentage can be accomplished over the internet at any time.
Catch-up Contributions. Participants who have made the maximum amount of regular before-tax contributions allowed by the 401(k) Plan or other legal limits and have attained at least age 50 (or will reach age 50 before the end of the Plan Year, which is December 31), are also eligible to make an additional catch-up contribution. For 2022, the maximum catch-up contribution is $6,500. Participants may authorize First Seacoast Bank to withhold a specified dollar amount of their compensation for this purpose.
Qualified Non-elective Contributions. First Seacoast Bank may make discretionary qualified non-elective contributions which are allocated to each eligible participants account in proportion to his or her compensation as a percentage of all eligible participants compensation. Qualified non-elective contributions will only be made to non-highly compensated employees and will be made to satisfy certain non-discrimination tests that ensure that the elective deferrals of highly compensated employees
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do not exceed the elective deferrals of non-highly compensated employees by more than a certain margin. If made, qualified non-elective contributions are deemed to be elective deferrals for purposes of helping to satisfy such tests. Qualified non-elective contributions are fully vested when made.
Safe Harbor Employer Matching Contributions. First Seacoast Bank currently makes a Safe Harbor Matching Contribution equal to 100% of the amount an eligible participant contributes to the 401(k) Plan for the Plan Year up to 4% of 401(k) Plan Compensation.
Qualified Matching Contributions. First Seacoast Bank has the right to make discretionary qualified matching contributions. First Seacoast Bank determines the discretionary matching contribution each year. If made, such qualified matching contribution will be made in an amount equal to a percentage of elective deferrals of each contributing participant who is a non-highly compensated employee, which would be sufficient to satisfy certain non-discrimination tests.
Contribution Limits. For the Plan Year beginning January 1, 2022, the amount of before-tax contributions may not exceed $20,500 per calendar year, or $27,000, if a participant is eligible to make catch-up contributions. Contributions in excess of this limit are known as excess deferrals. For participants who defer amounts in excess of this limitation, their 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 you in the tax year in which the contribution is made.
The total amount of contributions that participants make, and any employer contributions made on behalf of a participant in one year is limited to the lesser of 100% of compensation or, for 2022, $61,000, or if applicable, $67,500 including catch-up contributions.
Rollovers. Participants may make a rollover contribution of an eligible rollover distribution from any other qualified retirement plan or an individual retirement arrangement (IRA). These funds will be maintained in a separate rollover account in which participants will have a nonforfeitable vested interest.
Benefits Under the 401(k) Plan
Vesting. At all times, participants have a fully vested, nonforfeitable interest in elective deferral and employer contributions under the 401(k) Plan.
Distribution at Termination of Employment. You (or your beneficiary, in the event of your death) will be entitled to receive a distribution of the vested amounts in your account when your employment terminates for any reason. Your benefit will be equal to the vested balance of your account. You will receive payment of your benefit in a lump sum. You may request a partial distribution of the vested portion of your account; the minimum amount will be $1,000. You may be eligible to elect a direct rollover of your distribution to an IRA or another qualified plan to avoid current taxation of your benefit. The Plan will make involuntary cash-out distributions of vested account balances of $1,000 or less. In determining the value of your vested account balance, the Plan will include rollover contributions. If the value of your vested account balance exceeds $1,000, you must consent to any distribution of such account balance. If you are not a 5% or more owner of your employer, your required benefit commencement date is the April 1st following the close of the year in which the later occurs: you attain age 72 or you terminate employment.
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Distribution after Death of Participant. In the event of your death, the value of your entire account will be payable to your beneficiary. If your spouse is your beneficiary, distribution must begin by December 31 of the calendar year immediately following the calendar year in which you died, or by December 31 of the calendar year in which you would have attained age 72, if later.
Investment of Contributions and Account Balances
All amounts credited to your accounts under the 401(k) Plan are held in the 401(k) Plan trust (the Trust), which is administered by the trustee appointed by First Seacoast Banks Board of Directors. Before the effective date of the stock offering, you are currently given the opportunity to direct the investment of your account into one or more of the following investment options:
MetLife Stable Value Fund
SSgA U.S. Bond Index Fund
SSgA U.S. 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 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
SSgA Target Retirement Income Fund
First Seacoast Bancorp Stock Fund
Qualified Default Investment Alternative. For participants who are automatically enrolled in the 401(k) Plan, or otherwise fail to direct how their 401(k) Plan contributions are to be invested, contribution amounts will be invested in the 401(k) Plans qualified default investment alternative until such time as the participant provides investment direction. The 401(k) Plans qualified default investment alternative is the State Street Global Advisors Target Retirement Fund Series. The specific fund selected for a given participant will be the fund which approximately coincides with or next follows the year in which the participant will attain age 65.
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 all or a portion of your account in the First Seacoast Bancorp, Inc. Stock Fund.
The following table provides performance data with respect to the above investment funds as of June 30, 2022:
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Fund Name |
YTD Returns as of June 30, 2022 |
Total Returns as of June 30, 2022 | ||||||||||||||||||
1 Year | 3 Year | 5 Year | 10 Year | |||||||||||||||||
MetLife Stable Value Fund |
1.16 | 2.19 | 2.33 | 2.53 | 2.51 | |||||||||||||||
SSgA US Bond Index Fund |
-10.33 | -10.33 | -0.94 | 0.87 | 1.52 | |||||||||||||||
SSgA U.S. Inflation Protected Bond Index Fund |
-8.95 | -5.19 | 2.96 | 3.15 | 1.67 | |||||||||||||||
SSgA S&P 500 Index Fund |
-19.97 | -10.64 | 10.58 | 11.29 | 12.94 | |||||||||||||||
SSgA Russell Large Cap Growth Index Fund |
-28.08 | -18.79 | 12.56 | 14.24 | 14.76 | |||||||||||||||
SSgA Russell Large Cap Value Index Fund |
-12.90 | -6.85 | 6.92 | 7.20 | 10.52 | |||||||||||||||
SSgA S&P Mid Cap Index Fund |
-19.57 | -14.67 | 6.82 | 6.98 | 10.86 | |||||||||||||||
SSgA Russell Small Cap Index Fund |
-23.38 | -25.13 | 4.17 | 5.15 | 9.33 | |||||||||||||||
SSgA REIT Index Fund |
-21.15 | -6.45 | 2.51 | 4.26 | 6.53 | |||||||||||||||
SSgA International Index Fund |
-19.39 | -17.68 | 1.28 | 2.44 | 5.58 | |||||||||||||||
SSgA Target Retirement 2020 Fund |
-11.81 | -9.04 | 4.24 | 5.02 | 6.24 | |||||||||||||||
SSgA Target Retirement 2025 Fund |
-14.90 | -11.94 | 4.93 | 5.75 | 7.15 | |||||||||||||||
SSgA Target Retirement 2030 Fund |
-17.51 | -14.60 | 4.99 | 5.96 | 7.58 | |||||||||||||||
SSgA Target Retirement 2035 Fund |
-18.55 | -15.65 | 5.21 | 6.20 | 7.97 | |||||||||||||||
SSgA Target Retirement 2040 Fund |
-19.22 | -16.26 | 5.49 | 6.44 | 8.33 | |||||||||||||||
SSgA Target Retirement 2045 Fund |
-19.83 | -16.88 | 5.70 | 6.63 | 8.49 | |||||||||||||||
SSgA Target Retirement 2050 Fund |
-20.38 | -17.46 | 5.75 | 6.66 | 8.50 | |||||||||||||||
SSgA Target Retirement 2055 Fund |
-20.39 | -17.46 | 5.74 | 6.65 | 8.50 | |||||||||||||||
SSgA Target Retirement 2060 Fund |
-20.39 | -17.46 | 5.73 | 6.65 | | |||||||||||||||
SSgA Target Retirement 2065 Fund |
-20.40 | -17.48 | | | | |||||||||||||||
SSgA Target Retirement Income Fund |
-10.50 | -8.08 | 3.39 | 4.00 | 4.18 | |||||||||||||||
First Seacoast Bancorp Stock Fund |
0.37 | 8.97 |
Description of the Investment Funds
Description of the Investment Funds
The following is a description of each of the funds:
MetLife Stable Value Fund. The primary investment objective of the fund is to preserve principal while generating earnings at rates competitive over time with short-term high quality fixed income investments.
SSgA U.S. Bond Index Fund. The fund seeks to offer broad, 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 Barclays U.S. Aggregate Bond Index over the long term.
SSgA U.S. Inflation Protected Bond Index Fund. The fund seeks to offer broad, low-cost exposure to U.S. Treasury bonds which are indexed to inflation. The fund seeks to match the total rate of return of the Barclays Capital U.S. Inflation Securities Index during a calendar year.
SSgA S&P 500 Index Fund. The fund seeks to offer broad, low-cost exposure to the stocks of large U.S. companies. The SSgA S&P 500 Index 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.
SSgA Russell Large Cap Growth Index Fund. The fund seeks to offer broad, low-cost exposure to the stocks of companies in the Russell 1000 Index forecasted to have higher growth potential and higher Price-to-Book ratios. 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.
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SSgA Russell Large Cap Value Index Fund. The fund seeks to offer broad, low-cost exposure to the stocks of companies in the Russell 1000 Index forecasted to have lower growth rates and lower Price-to-Book ratios. 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.
SSgA S&P Mid Cap Index Fund. The fund seeks to offer broad, low-cost exposure to the stocks of mid-sized U.S. companies. 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.
SSgA Russell Small Cap Index Fund. The fund seeks to offer broad, low-cost exposure to the stocks of smaller U.S. companies. 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.
SSgA REIT Index Fund. The fund seeks to offer broad, low-cost exposure to the U.S. publicly traded real estate investment trust (REIT) 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.
SSgA International Index Fund. The fund seeks to offer broad, low-cost exposure to international stocks of companies in the developed markets of Europe, Australia 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.
SSgA Target Retirement Funds. SSgA Target Retirement Income Fund, SSgA Target Retirement 2020 Fund, SSgA Target Retirement 2025 Fund, SSgA Target Retirement Fund 2030, SSgA Target Retirement Fund 2035 Fund, SSgA Target Retirement Fund 2040, SSgA Target Retirement Fund 2045, Fund SSgA Target Retirement Fund 2050, SSgA Target Retirement Fund 2055 Fund, SSgA Target Retirement 2060 Fund and SSgA Target 2065 Fund. These funds offer complete, low-cost investment strategies with asset allocations which become more conservative near the retirement date. Each fund (other than the SSgA Target Retirement Income Fund) is managed to a specific retirement year (target date) included in its name. The funds seek to match, as closely as possible, the performance of the corresponding SSgA Custom Benchmark Index, over the long term. 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. This reflects the need for reduced investment risks as retirement approaches and the need for lower volatility of a portfolio, which may be a primary source of income after retirement. The allocations reflected in the glide path do not reflect tactical decisions made by SSgA to overweight or underweight a particular asset class based on its market outlook but rather management of each funds strategic allocation according to its glide path and applicable benchmark. Each fund attempts to closely match the characteristics and returns, or its custom benchmark as opposed to any attempts to outperform this benchmark.
Once a fund reaches its target retirement date, it will begin a five-year transition period to the SSgA Target Retirement Income Fund, resulting at the end of that five-year period in an allocation to stocks, REITs and commodities that will remain fixed at approximately 35% of assets. The remainder of the fund will be invested in fixed-income securities.
First Seacoast Bancorp Stock Fund (Current Employer Stock Fund) The First Seacoast Bancorp Stock Fund consists primarily of common stock of First Seacoast Bancorp. This fund was made available to 401(k) Plan participants in connection with the mutual holding company reorganization and minority stock offering in 2019. Participants were allowed the opportunity to invest 401(k) Plan funds in the First Seacoast Bancorp Stock Fund. Investments in the First Seacoast Bancorp Stock Fund involve
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special risks common to investments in the shares of common stock of First Seacoast Bancorp. Following the offering, First Seacoast Bancorp will cease to exist, but will be succeeded by a new Maryland corporation, First Seacoast Bancorp, Inc., that will be 100% owned by its public shareholders. Shares of First Seacoast Bancorp which were held in the First Seacoast Bancorp Stock Fund before the conversion and offering will be converted into new shares of common stock of First Seacoast Bancorp, Inc., in accordance with the exchange ratio. As soon as practicable after the closing of the stock offering, the First Seacoast Bancorp Stock Fund will be merged into the First Seacoast Bancorp, Inc. Stock Fund.
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.
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.
Investors should carefully consider a mutual funds investment objectives, risks, charges, and expenses before 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.
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.
First Seacoast Bancorp, Inc. Stock Fund
In connection with the stock offering, you may, in the manner described earlier, elect to direct the trustee to invest all or a portion of your 401(k) Plan account in First Seacoast Bancorp, Inc. common stock (other than account balances in the First Seacoast Bancorp Stock Fund). Your purchased shares will be held within the 401(k) Plan by the First Seacoast Bancorp, Inc. Stock Fund. The First Seacoast 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.
Performance of First Seacoast Bancorp, Inc. Stock Fund depends on a number of factors, including the financial condition and profitability of First Seacoast Bancorp, Inc. and First Seacoast Bank and market conditions for shares of First Seacoast Bancorp, Inc. common stock generally.
Investments in First Seacoast Bancorp, Inc. Stock Fund involve special risks related to investments in the shares of common stock of First Seacoast Bancorp, Inc. In making a decision to invest all or a part of your account balance in the First Seacoast Bancorp, Inc. Stock Fund, you should carefully consider the information set forth in this prospectus supplement under Notice of Your Rights Concerning Employer Securities The Importance of Diversifying Your Retirement Savings.
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.
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An investment in any of the investment options listed above under Description of the 401(k) Plan Description of the Investment Funds is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any investment option, there is always a risk that you may lose money on your investment in any of the investment options listed above.
Administration of the 401(k) Plan
The Trustee and Custodian. Pentegra Trust Company serves as trustee of all the investment funds under the 401(k) Plan, including the First Seacoast Bancorp Stock Fund and the First Seacoast Bancorp, Inc. Stock Fund. Reliance Trust Company is appointed Custodian for all investment funds under the 401(k) Plan.
401(k) Plan Administrator. Pursuant to the terms of the 401(k) Plan, the 401(k) Plan is administered by the 401(k) Plan administrator, which is Pentegra Services, Inc. The address of the 401(k) Plan administrator is 633 Central Avenue, Dover, NH 03820, telephone number is (603) 742-4680. 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 401(k) 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). In addition, you may go online to www.pentegra.com at any time to review your account balances.
First Seacoast Bank intends to continue the 401(k) Plan indefinitely. Nevertheless, First Seacoast 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 401(k) Plan account. First Seacoast 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 First Seacoast 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 plan 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. 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. |
First Seacoast 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 First Seacoast 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 401(k) Plan and any other profit sharing plans maintained by First Seacoast Bank, which is included in the distribution.
First Seacoast Bancorp, Inc. Common Stock Included in Lump-Sum Distribution. If a lump-sum distribution includes First Seacoast 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 First Seacoast Bancorp, Inc. common stock; that is, the excess of the value of First Seacoast Bancorp, Inc.at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of First Seacoast Bancorp, Inc. common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of First Seacoast 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 First Seacoast 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 First Seacoast Bancorp, Inc. common stock. Any gain on a subsequent sale or other taxable disposition of First Seacoast Bancorp, Inc. 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.
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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 First Seacoast 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 401(k) Plan must allow you to elect to move any portion of your account that is invested in First Seacoast 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 First Seacoast 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 First Seacoast Bancorp, Inc. 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.
Additional Employee Retirement Income Security Act, as amended, 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 First Seacoast Bank, the 401(k) Plan administrator, or the 401(k) Plans trustee is liable under the fiduciary
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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 all or a portion of your account balance in the 401(k) Plan in First Seacoast 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 First Seacoast 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 First Seacoast 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 First Seacoast 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 fiscal year of First Seacoast Bancorp, Inc. Discretionary transactions in and beneficial ownership of First Seacoast Bancorp, Inc. common stock by officers, directors and persons beneficially owning more than 10% of First Seacoast 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 provides for the recovery by First Seacoast Bancorp, Inc. of profits realized by an officer, director or any person beneficially owning more than 10% of First Seacoast Bancorp, Inc. common stock resulting from non-exempt purchases and sales of First Seacoast Bancorp, Inc. common stock within any six (6)-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.
Except for distributions of First Seacoast 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 First Seacoast Bancorp, Inc. common stock distributed from the 401(k) Plan for six (6) months following such distribution and are prohibited from directing additional purchases of First Seacoast Bancorp, Inc. common stock for six (6) 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 is available upon written request to the 401(k) Plan administrator at the address shown above.
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PROSPECTUS
FIRST SEACOAST BANCORP, INC.
(Proposed Holding Company for First Seacoast Bank)
Up to 3,795,000 Shares of Common Stock
First Seacoast Bancorp, Inc. is offering shares of common stock for sale, on a best efforts basis, in connection with the conversion of First Seacoast Bancorp, MHC from the mutual holding company to the stock holding company form of organization. The shares being offered for sale represent the ownership interest of First Seacoast Bancorp, MHC in First Seacoast Bancorp. First Seacoast Bancorps common stock is listed on the Nasdaq Capital Market under the symbol FSEA. We expect to list First Seacoast Bancorp, Inc.s common stock on the Nasdaq Capital Market under the symbol FSEA. We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012.
The shares of common stock are first being offered for sale in a subscription offering to eligible depositors and borrowers of First Seacoast Bank as of specified eligibility dates and to tax-qualified employee benefit plans of First Seacoast Bank. Shares not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given first to residents of the communities served by First Seacoast Bank and then to stockholders of First Seacoast Bancorp. Any shares of common stock not purchased in the subscription offering or in any community offering may be offered for sale to the public through a syndicate of broker-dealers, referred to in this prospectus as the syndicated community offering. The syndicated community offering may begin before the subscription offering and any community offering (including any extensions) have expired. However, no shares purchased in the subscription offering or in any community offering will be issued until the completion of any syndicated community offering. We must sell a minimum of 2,805,000 shares to complete the conversion and stock offering.
In addition to the shares being offered for sale in the stock offering, the shares of common stock of First Seacoast Bancorp currently owned by the public will be exchanged for shares of common stock of First Seacoast Bancorp, Inc. based on an exchange ratio that will result in existing public stockholders of First Seacoast Bancorp owning approximately the same percentage of common stock of First Seacoast Bancorp, Inc. as they owned in the common stock of First Seacoast Bancorp immediately before the completion of the conversion and stock offering. We expect to issue up to 3,074,548 shares in the exchange.
The minimum purchase order is 25 shares. Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 40,000 shares ($400,000) of common stock, and no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 40,000 shares ($400,000) of common stock in all categories of the stock offering combined.
The subscription offering will expire at 2:00 p.m., Eastern time, on December ___, 2022. We expect that the community offering, if held, will expire at the same time. We may extend the expiration date of the subscription and/or community offerings without notice to you until January ___, 2023, or longer if the Federal Reserve Board approves a later date. No single extension may exceed 90 days and the stock offering must be completed by ________, 2023. Once submitted, orders are irrevocable unless the subscription and community offerings are terminated or extended, with regulatory approval, beyond ________, 2023, or the number of shares of common stock to be sold is increased to more than 3,795,000 shares or decreased to less than 2,805,000 shares. If the subscription and community offerings are extended past ________, 2023, all subscribers will be notified and given the opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, 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 stock offering is increased to more than 3,795,000 shares or decreased to less than 2,805,000 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription offering and in any community offering will be returned promptly with interest. Funds received in the subscription offering and in any community offering will be held in a segregated account at First Seacoast Bank and will earn interest at ___% per annum until completion or termination of the stock offering.
Keefe, Bruyette & Woods, Inc. is assisting us in selling the shares of common stock, on a best efforts basis, in the subscription offering and in any community offering, and will serve as sole manager for any syndicated community offering. Keefe, Bruyette & Woods, Inc. is not required to purchase any shares of common stock that are being offered for sale in the stock offering.
OFFERING SUMMARY
Price: $10.00 per Share
Minimum | Midpoint | Maximum | ||||||||||
Number of shares |
2,805,000 | 3,300,000 | 3,795,000 | |||||||||
Gross offering proceeds |
$ | 28,050,000 | $ | 33,000,000 | $ | 37,950,000 | ||||||
Estimated offering expenses, excluding selling agent fees and expenses (1) (2) |
$ | 1,122,000 | $ | 1,122,000 | $ | 1,122,000 | ||||||
Selling agent fees and expenses (1) |
$ | 475,000 | $ | 505,000 | $ | 555,000 | ||||||
Estimated net proceeds |
$ | 26,453,000 | $ | 31,373,000 | $ | 36,273,000 | ||||||
Estimated net proceeds per share (1) |
$ | 9.43 | $ | 9.51 | $ | 9.56 |
(1) | See The Conversion and Stock Offering Plan of Distribution; Selling Agent and Underwriter Compensation for a discussion of Keefe, Bruyette & Woods, Inc.s compensation for the stock offering and the compensation to be received by Keefe, Bruyette & Woods, Inc. and the other broker-dealers that may participate in any syndicated community offering. |
(2) | Excludes records agent fees and expenses payable to Keefe, Bruyette & Woods, Inc., which are included in estimated offering expenses. See The Conversion and Stock Offering Records Management. |
This investment involves a degree of risk, including the possible loss of principal. See Risk Factors beginning on page 17.
These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or by 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, or any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
Keefe, Bruyette & Woods
A Stifel Company
For assistance, contact the Stock Information Center at ___________.
The date of this prospectus is November ___, 2022.
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The following summary explains the significant aspects of the conversion and the stock offering, as well as the exchange of existing shares of First Seacoast Bancorp common stock for shares of First Seacoast Bancorp, Inc. common stock. It may not contain all of the information that is important to you. Before making an investment decision, you should read this entire document carefully, including the consolidated financial statements and related notes and the section entitled Risk Factors.
Our Organizational Structure and the Proposed Conversion and Stock Offering
Since July 16, 2019, when First Seacoast Bank reorganized into the mutual holding company structure, we have operated in a two-tier mutual holding company structure. First Seacoast Bancorp, a federally-chartered corporation, is the publicly-traded stock holding company and the parent company of First Seacoast Bank. At June 30, 2022, First Seacoast Bancorp had consolidated assets of $510.2 million, total deposits of $387.9 million and stockholders equity of $51.9 million. First Seacoast Bancorps parent company is First Seacoast Bancorp, MHC, a federally-chartered mutual holding company. At June 30, 2022, First Seacoast Bancorp had 6,064,891 shares of common stock outstanding, of which 3,345,925 shares, or 55.2%, were owned by First Seacoast Bancorp, MHC, and the remaining 2,718,966 shares were owned by the public.
Pursuant to the terms of the plan of conversion and reorganization, which we refer to as the plan of conversion throughout this prospectus, we are converting from the mutual holding company corporate structure to the fully public stock holding company corporate structure. Upon completion of the conversion and stock offering, First Seacoast Bancorp, MHC and First Seacoast Bancorp will cease to exist and First Seacoast Bancorp, Inc., a Maryland corporation, will become the successor holding company to First Seacoast Bancorp and will become the stock holding company of First Seacoast Bank. The conversion will be accomplished by the merger of First Seacoast Bancorp, MHC with and into First Seacoast Bancorp, followed by the merger of First Seacoast Bancorp with and into First Seacoast Bancorp, Inc. The shares of First Seacoast Bancorp, Inc. common stock being offered for sale represent the majority ownership interest in First Seacoast Bancorp currently owned by First Seacoast Bancorp, MHC. Public stockholders of First Seacoast Bancorp will receive shares of common stock of First Seacoast Bancorp, Inc. in exchange for their shares of First Seacoast Bancorp at an exchange ratio intended to preserve the same aggregate ownership interest in First Seacoast Bancorp, Inc. as they had in First Seacoast Bancorp, adjusted downward to reflect certain assets held by First Seacoast Bancorp, MHC, without giving effect to new shares purchased in the stock offering or cash paid in lieu of any fractional shares. The shares of First Seacoast Bancorp common stock owned by First Seacoast Bancorp, MHC will be canceled.
The following diagram shows our current organizational structure, reflecting ownership percentages at June 30, 2022:
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After the conversion and stock offering are completed, we will be organized as a fully public stock holding company, as follows:
Our Business
Our core business activities are conducted primarily through First Seacoast Bank. Founded in 1890, First Seacoast Bank has headquarters in Dover, New Hampshire, and four additional branch offices in the Seacoast region. First Seacoast Bank is engaged principally in the business of attracting deposits from the general public and investing those deposits, together with funds generated from operations and borrowings from the Federal Home Loan Bank, in one- to four-family residential real estate loans, commercial real estate and multi-family real estate loans, acquisition, development and land loans, commercial and industrial loans, home equity loans and lines of credit and consumer loans. In recent years, we have increased our focus, consistent with what we believe to be conservative underwriting standards, on originating higher yielding commercial real estate and commercial and industrial loans.
Our results of operations are largely dependent on net interest income, which is the difference between the interest earned on loans and securities and interest paid on deposits and borrowings, and non-interest income largely from customer service fees. The results of operations are also affected by the level of operating expenses, the provision for loan losses, the impact of federal and state income taxes, the relative levels of interest rates and local and national economic activity.
Investment management services are offered through FSB Wealth Management, which operates as a division of First Seacoast Bank. FSB Wealth Management provides access to non-Federal Deposit Insurance Corporation-insured products that include retirement planning, portfolio management, investment and insurance strategies, business retirement plans and college planning to individuals throughout our primary market area. These investments and services are offered through a third-party registered broker-dealer and investment advisor. FSB Wealth Management receives fees from advisory services and commissions on individual investment and insurance products purchased by clients.
First Seacoast Bank is committed to strengthening the communities where it operates while serving the needs of its customers and creating value for the stockholders of First Seacoast Bancorp. We are proud of our longevity in the Seacoast region and we are inspired to influence positive change through charitable contributions, philanthropic initiatives, and investments, including community development lending, housing and homelessness prevention and support of low- to moderate-income individuals and families. Our steadfast commitment to local people, businesses and nonprofit organizations is supported by First Seacoast Bank and by the First Seacoast
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Community Foundation, Inc. which was established in 2019 in connection with the First Seacoast Banks reorganization into the mutual holding company structure.
First Seacoast Bank is subject to comprehensive regulation and examination by the Office of the Comptroller of the Currency.
First Seacoast Bancorp, Inc. is a newly formed Maryland corporation. Following the completion of the conversion and stock offering, First Seacoast Bancorp, Inc. will succeed First Seacoast Bancorp as the publicly traded holding company of First Seacoast Bank. Our executive offices are located at 633 Central Avenue, Dover, New Hampshire 03820 and our telephone number is (603) 742-4680. Our website address is www.firstseacoastbank.com. Information on this website is not and should not be considered a part of this prospectus.
Business Strategy
In 2019, we changed our name to First Seacoast Bank in order to better reflect our commitment to the people and places we serve. We believe that our name change more appropriately aligns with our mission to better serve our market area, and today we continue to enjoy a strong, loyal and positive reputation throughout the Seacoast region.
As a community-minded financial institution, we focus on serving the financial needs of local individuals and businesses by executing a safe and sound, service-oriented business strategy that seeks to produce earnings that increase over time and can be reinvested in our business and communities. Our current business strategy consists of the following:
| Grow our balance sheet, leverage existing infrastructure and improve profitability and operating efficiency. Given our existing infrastructure and capabilities, we believe we are well-positioned to grow without a proportional increase in overhead expense or operating risk. In recent years, we have assembled an experienced management team and have selectively hired lending, business development and support staff. Our operations benefit from established marketing, sales, information technology, cybersecurity audit and compliance departments. We continue to invest in digital banking technologies in order to provide products and services that are competitive, convenient and provide value for our customers while ensuring safety and security. |
| Grow our loan portfolio and increase commercial real estate and commercial and industrial lending. Our principal loan origination activity remains primarily one- to four-family residential mortgage loans. We continue to supplement these originations by focusing on originating higher yielding commercial real estate loans (including owner-occupied and non-owner-occupied commercial real estate and multi-family real estate loans), construction loans, commercial and industrial loans, and home equity loans and lines of credit. We intend to remain a residential mortgage lender in our market area while maintaining our focus on the origination of commercial real estate loans and commercial and industrial loans. Our legal lending limit will increase as a result of the conversion and stock offering, which will enable us to originate larger loans for our portfolio to new and existing customers and reduce our need to participate with other lenders to originate larger loans. |
| Maintain strong asset quality and manage credit risk. Strong asset quality is key to the long-term financial success of any financial institution. We have been successful in maintaining strong asset quality in recent years. Our ratio of non-performing assets as a percent of total assets was 0.12%, 0.17% and 0.20% at June 30, 2022, December 31, 2021, and December 31, 2020, respectively. We attribute this historical credit quality to a conservative credit culture and an effective credit risk management environment. We have an experienced team of credit professionals, well-defined and implemented credit policies and procedures, what we believe to be conservative loan underwriting criteria and active credit monitoring policies and procedures. |
| Increase core deposits and reduce reliance on higher cost borrowings. Deposits are our primary source of funds for lending and investment. Core deposits (which we define as all deposits except for time deposits), particularly non-interest-bearing demand deposits, represent a low-cost, stable source of funds. Core deposits were 85.9% of our total deposits at June 30, 2022. We also rely on |
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higher cost Federal Home Loan Bank borrowings as a supplemental funding source. At June 30, 2022, our ratio of net loans to deposits was 98.5% and our Federal Home Loan Bank borrowings totaled $64.3 million. We continue to focus on expanding core deposits by leveraging our business development officers and commercial lending and retail relationships. |
| Grow organically and through opportunistic expansion. Our primary intention is to grow our balance sheet organically and use our capital to increase our lending and investment capacity. As a local independent bank, we believe we have gained market share from customer fallout resulting from the consolidation of competing financial institutions in our market area into larger, out-of-market acquirers in recent periods. In addition to organic growth, we may also consider expansion opportunities in our market area or in contiguous markets that we believe would enhance both our franchise value and stockholder returns. These opportunities primarily include establishing loan production offices, establishing new, or de novo, branch offices and/or acquiring branch offices. We have no current plans or intentions regarding any expansion plans. |
We have pursued the above strategies since we completed our mutual holding company reorganization in 2019, which has allowed us to successfully leverage the proceeds from our initial public offering. We intend to continue to pursue these business strategies, subject to changes necessitated by future market conditions, regulatory restrictions and other factors. COVID-19 has impacted economic conditions, customer behaviors, credit and asset quality and liquidity. While we are committed to the business strategies noted above, we recognize the challenges and uncertainties of the current environment and plan to execute these strategies as market conditions allow.
Impact of COVID-19 Pandemic
Although the domestic and global economies have largely recovered from the COVID-19 pandemic as many health and safety restrictions have been lifted and vaccine distribution has increased, certain adverse consequences of the pandemic continue to impact the macroeconomic environment and may persist for some time, including labor shortages and disruptions of global supply chains. The growth in economic activity and in the demand for goods and services, coupled with labor shortages and supply chain disruptions, has also contributed to rising inflationary pressures and the risk of recession. Given the continued uncertainty and evolving economic effects and social impacts of the COVID-19 pandemic, the future direct and indirect impacts on our business, results of operations and financial condition are uncertain. See Risk Factors Risks Related to the COVID-19 Pandemic The economic impact of the COVID-19 pandemic could adversely affect our financial condition and results of operations.
We participated in the Paycheck Protection Program administered by the U.S. Small Business Administration. During the years ended December 31, 2020 and 2021, when the program was in effect, we originated 420 loans with an aggregate principal balance of $46.1 million. At June 30, 2022, the remaining outstanding principal balance of loans originated under this program was $139,000.
Reasons for the Conversion and Stock Offering
Our primary reasons for converting to the fully public stock form of ownership and undertaking the stock offering are to:
| Support our planned growth and strengthen our regulatory capital position with the additional capital we will raise in the stock offering. While First Seacoast Bank exceeds all regulatory capital requirements to be categorized as well-capitalized, the proceeds from the stock offering will significantly augment our capital position and enable us to support our planned growth by increasing our regulatory loans-to-one borrower limit and by reducing our loan concentrations as a percent of capital. The augmented capital will be essential to the continued implementation of our business strategy. |
| Transition our organization to a stock holding company structure, which gives us greater flexibility to access the capital markets compared to our existing mutual holding company structure. The stock holding company structure is a more flexible form of organization that will |
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give us greater flexibility to access the capital markets through possible future equity and debt offerings, although we have no current plans, agreements or understandings regarding any additional securities offerings. |
| Improve the liquidity of our shares of common stock. The larger number of shares that will be outstanding after completion of the conversion and stock offering is expected to result in a more liquid and active market for First Seacoast Bancorp, Inc. common stock. A more liquid and active market will make it easier for our stockholders to buy and sell our common stock and will give us greater flexibility in implementing capital management strategies. |
| Facilitate our stock holding companys ability to pay dividends to our public stockholders. Current regulations of the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve Board, substantially restrict the ability of recently formed mutual holding companies, such as First Seacoast Bancorp, MHC, to waive dividends declared by their subsidiaries. Accordingly, because any dividends declared and paid by First Seacoast Bancorp would have to be paid to First Seacoast Bancorp, MHC along with all other stockholders, the amount of dividends available for all other stockholders will be less than if First Seacoast Bancorp, MHC were to waive the receipt of dividends. The conversion and stock offering will eliminate our mutual holding company structure and will facilitate our ability to pay dividends to all stockholders of First Seacoast Bancorp, Inc., subject to legal, regulatory and financial considerations applicable to all financial institutions. See Our Dividend Policy. |
| Facilitate future mergers and acquisitions. Although we do not currently have any understandings or agreements regarding any specific acquisition transaction, the stock holding company structure will give us greater flexibility to structure, and make us a more attractive and competitive bidder for, mergers and acquisitions of other financial institutions or business lines as opportunities may arise. The additional capital raised in the stock offering also will enable us to consider larger merger transactions if they may arise. Although we intend to remain an independent financial institution, the stock holding company structure may make us a more attractive acquisition candidate for other institutions. Applicable regulations prohibit the acquisition of First Seacoast Bancorp, Inc. for three years following completion of the conversion and stock offering, and also prohibit anyone from acquiring or offering to acquire more than 10% of our stock without regulatory approval. |
Potential Withdrawal from Defined Benefit Pension Plan
The capital raised in the stock offering will also offset the impact to capital of the cost associated with First Seacoast Banks potential withdrawal from the defined benefit pension plan in which it participates. First Seacoast Bank participates in a multi-employer defined benefit pension plan. First Seacoast Bank has provided notice of its intent to withdraw as a participant from the pension plan as of September 30, 2022. Based on an estimate provided in August 2022 by the plan administrator, the estimated total cost (pre-tax) to withdraw is $2.5 million. Because the cost of withdrawal would primarily depend on the value of the plans assets and applicable interest rates at the time of withdrawal, the actual withdrawal cost will not be known until the withdrawal date, which we anticipate would be during the first quarter of 2023. The actual cost could differ significantly from the estimated cost provided by the plan administrator.
Terms of the Stock Offering
We are offering for sale between 2,805,000 and 3,795,000 shares of common stock to eligible depositors and borrowers of First Seacoast Bank, to our tax-qualified employee benefit plans and, to the extent shares remain available, in a community offering to the general public, with a preference given first to natural persons (including trusts of natural persons) residing in the New Hampshire counties of Rockingham and Strafford, and then to existing public stockholders of First Seacoast Bancorp as of the close of business on ________, 2022. If necessary, we will also offer for sale shares to the general public in a syndicated community offering. Unless the number of shares of common stock to be offered is increased to more than 3,795,000 shares or decreased to less than 2,805,000 shares,
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or the subscription and community offerings are extended beyond , 2023, subscribers will not have the opportunity to change or cancel their stock orders once submitted. If the subscription and community offerings are extended beyond , 2023, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. All subscribers will be notified by mail sent to the address the subscriber provides on the stock order form they have submitted. If you do not respond to the notice of extension, your order will be cancelled and we will promptly return your funds with interest at % per annum or cancel your deposit account withdrawal authorization. If the number of shares to be sold is increased to more than 3,795,000 shares or decreased to less than 2,805,000 shares, all subscribers stock orders will be canceled, their withdrawal authorizations will be canceled and funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest at % per annum. We will then resolicit subscribers, giving them an opportunity to place new orders for a period of time. No shares purchased in the subscription offering and community offering will be issued until the completion of any syndicated community offering.
The purchase price of each share of common stock offered for sale in the stock offering is $10.00. All investors will pay the same purchase price per share, regardless of whether the shares are purchased in the subscription offering, the community offering or a syndicated community offering. Investors will not be charged a commission to purchase shares of common stock in the stock offering. Keefe, Bruyette & Woods, Inc., our marketing agent in the stock offering, will use its best efforts to assist us in selling shares of our common stock in the stock offering but is not obligated to purchase any shares of common stock in the stock offering.
How We Determined the Offering Range, the Exchange Ratio and the $10.00 Per Share Purchase Price
The amount of common stock we are offering for sale and the exchange ratio for the exchange of shares of First Seacoast Bancorp for shares of First Seacoast Bancorp, Inc. are based on an independent appraisal of the estimated market value of First Seacoast Bancorp, Inc., assuming the stock offering has been completed. Feldman Financial Advisors, Inc., our independent appraiser, has estimated that, as of August 26, 2022, this market value was $59.7 million. Based on federal regulations, this market value forms the midpoint of a valuation range with a minimum of $50.8 million and a maximum of $68.7 million. Based on this valuation range, the 55.2% ownership interest of First Seacoast, MHC in First Seacoast Bancorp as of June 30, 2022 being sold in the stock offering, certain assets held by First Seacoast Bancorp, MHC and the $10.00 per share price, the number of shares of common stock being offered for sale by First Seacoast Bancorp, Inc. ranges from 2,805,000 shares to 3,795,000 shares. The purchase price of $10.00 per share was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions. The exchange ratio ranges from 0.8358 shares of First Seacoast Bancorp, Inc. common stock for each share of First Seacoast Bancorp common stock at the minimum of the offering range to 1.1308 shares of First Seacoast Bancorp, Inc. common stock for each share of First Seacoast Bancorp common stock at the maximum of the offering range, and will generally preserve in First Seacoast Bancorp, Inc. the percentage ownership of public stockholders in First Seacoast Bancorp immediately before the completion of the conversion and stock offering. Feldman Financial Advisors, Inc. will update its appraisal before we complete the conversion and stock offering. If our pro forma market value at that time is either below $50.8 million or above $68.7 million, then, after consulting with the Federal Reserve Board, we may: terminate the stock offering and promptly return all funds with interest; set a new offering range and give all subscribers the opportunity to place a new order; or take such other actions as may be permitted by the Federal Reserve Board and the Securities and Exchange Commission.
The appraisal is based in part on First Seacoast Bancorps 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 stock offering, and an analysis of a peer group of 10 publicly traded savings and loan and bank holding companies that Feldman Financial Advisors, Inc. considers comparable to First Seacoast Bancorp. The appraisal peer group consists of the following companies, all of which are traded on the Nasdaq Stock Market.
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Company Name |
Ticker Symbol |
Headquarters | Total Assets (1) | |||||||
(In millions) | ||||||||||
Affinity Bancshares, Inc. |
AFBI | Covington, GA | $ | 766.7 | ||||||
Cincinnati Bancorp, Inc. |
CNNB | Cincinnati, OH | $ | 282.1 | ||||||
Cullman Bancorp, Inc. |
CULL | Cullman, AL | $ | 384.0 | ||||||
FFBW, Inc. |
FFBW | Brookfield, WI | $ | 330.4 | ||||||
Generations Bancorp NY, Inc. |
GBNY | Seneca Falls, NY | $ | 369.7 | ||||||
HV Bancorp, Inc. |
HVBC | Doylestown, PA | $ | 570.6 | ||||||
IF Bancorp, Inc. |
IROQ | Watseka, IL | $ | 857.6 | ||||||
Magyar Bancorp, Inc. |
MGYR | New Brunswick, NJ | $ | 790.7 | ||||||
Mid-Southern Bancorp, Inc. |
MSVB | Salem, IN | $ | 266.5 | ||||||
William Penn Bancorporation |
WMPN | Bristol, PA | $ | 880.0 |
(1) | As of June 30, 2022. |
The following table presents a summary of selected pricing ratios for First Seacoast Bancorp, Inc. (on a pro forma basis) as of and for the twelve months ended June 30, 2022, and for the peer group companies based on earnings and other information as of and for the twelve months ended June 30, 2022, with stock prices as of August 26, 2022, as reflected in the appraisal report. Compared to the average pricing 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 discount of 16.7% on a price-to-book value basis, a discount of 18.4% on a price-to-tangible book value basis, and a premium of 63.9% on a price-to-earnings basis.
Price-to-earnings multiple (1) | Price-to-book value ratio | Price-to-tangible book value ratio | ||||
First Seacoast Bancorp, Inc. (on a pro forma basis, assuming completion of the conversion and stock offering) |
||||||
Maximum |
41.67x | 84.03% | 84.39% | |||
Midpoint |
35.71x | 77.16% | 77.46% | |||
Minimum |
31.25x | 69.44% | 69.78% | |||
Valuation of peer group companies, all of which are fully converted (on an historical basis) |
||||||
Averages |
21.79x | 92.66% | 94.91% | |||
Medians |
19.46x | 87.71% | 90.94% |
(1) | Price-to-earnings multiples calculated by Feldman Financial Advisors, Inc. in the independent appraisal are based on an estimate of core or recurring earnings for the twelve months ended June 30, 2022. These ratios are different than those presented in Pro Forma Data. |
The independent appraisal does not indicate trading market value. Do not assume or expect that our valuation as indicated in the appraisal means that after the conversion and stock offering the shares of our common stock will trade at or above the $10.00 per share purchase price. Furthermore, the pricing ratios presented in the appraisal were used by Feldman Financial Advisors, Inc. 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 Conversion and Stock OfferingStock Pricing and Number of Shares to be Issued.
Effect of First Seacoast Bancorp, MHCs Assets on Minority Stock Ownership
Public stockholders of First Seacoast Bancorp will receive shares of common stock of First Seacoast Bancorp, Inc. in exchange for their shares of common stock of First Seacoast Bancorp pursuant to an exchange ratio that is designed to provide public stockholders with the same ownership percentage of the common stock of First Seacoast Bancorp, Inc. after the conversion as their ownership percentage in First Seacoast Bancorp immediately before the conversion, without giving effect to new shares purchased in the offering, cash paid in lieu of any
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fractional shares or the effect of shares issued to the charitable foundation. However, the exchange ratio will be adjusted downward to reflect assets held by First Seacoast Bancorp, MHC (other than shares of common stock of First Seacoast Bancorp) at the completion of the conversion and stock offering, which net assets consist primarily of cash totaling $100,000 at June 30, 2022. This adjustment would decrease First Seacoast Bancorps public stockholders ownership interest in First Seacoast Bancorp, Inc. from 44.83% to 44.76%, and would increase the ownership interest of persons who purchase stock in the stock offering from 55.17% (the amount of First Seacoast Bancorps outstanding stock held by First Seacoast Bancorp, MHC) to 55.24%.
The Exchange of Existing Shares of First Seacoast Bancorp Common Stock
If you are a stockholder of First Seacoast Bancorp immediately before the completion of the conversion and stock offering, your shares will be exchanged for shares of common stock of First Seacoast Bancorp, Inc. The number of shares of common stock you will receive will be based on the exchange ratio, which will depend upon our final appraised value and the percentage of outstanding shares of First Seacoast Bancorp common stock owned by public stockholders immediately before the completion of the conversion and stock offering. The following table shows how the exchange ratio will adjust, based on the appraised value of First Seacoast Bancorp, Inc. as of August 26, 2022, assuming public stockholders of First Seacoast Bancorp own 55.2% of the outstanding shares of First Seacoast Bancorp common stock and First Seacoast Bancorp, MHC had assets (excluding its shares of First Seacoast Bancorp common stock) of $100,000 immediately before the completion of the conversion and stock offering. The table also shows the number of shares of First Seacoast Bancorp, Inc. common stock a hypothetical owner of First Seacoast Bancorp common stock would receive in exchange for 100 shares of First Seacoast Bancorp common stock owned at the completion of the conversion and stock offering, depending on the number of shares of common stock issued in the conversion and stock offering.
Shares to be Sold in the Stock Offering |
Shares of First Seacoast Bancorp, Inc. to be Issued in Exchange for Shares of First Seacoast Bancorp |
Total Shares of Common Stock to be Issued in Exchange and Sold in Stock Offering |
Exchange Ratio |
Equivalent Value of Shares Based Upon Offering Price (1) |
Equivalent Pro Forma Tangible Book Value Per Exchanged Share (2) |
Whole Shares to be Received for 100 Existing Shares (3) |
||||||||||||||||||||||||||||||
Amount | Percent | Amount | Percent | |||||||||||||||||||||||||||||||||
Minimum |
2,805,000 | 55.2 | % | 2,272,492 | 44.8 | % | 5,077,492 | 0.8358 | $ | 8.36 | $ | 11.98 | 83 | |||||||||||||||||||||||
Midpoint |
3,300,000 | 55.2 | 2,673,520 | 44.8 | 5,973,520 | 0.9833 | 9.83 | 12.69 | 98 | |||||||||||||||||||||||||||
Maximum |
3,795,000 | 55.2 | 3,074,548 | 44.8 | 6,869,548 | 1.1308 | 11.31 | 13.40 | 113 |
(1) | Represents the value of shares of First Seacoast Bancorp, Inc. common stock to be received in the conversion and stock offering by a holder of one share of First Seacoast Bancorp, pursuant to the exchange ratio, based upon the $10.00 per share offering price. |
(2) | Represents the pro forma tangible book value per share at each level of the offering range multiplied by the respective exchange ratio. At June 30, 2022, First Seacoast Bancorps tangible book value per share was $8.50. |
(3) | Cash will be paid in lieu of fractional shares. |
No fractional shares of First Seacoast Bancorp, Inc. common stock will be issued to any public stockholder of First Seacoast Bancorp. For each fractional share that otherwise would be issued, First Seacoast Bancorp, Inc. will pay in cash an amount equal to the product obtained by multiplying the fractional share interest to which the holder otherwise would be entitled by the $10.00 per share offering price.
Intended Use of the Proceeds From the Stock Offering
We intend to invest at least 50% of the net proceeds from the stock offering in First Seacoast Bank, fund a loan to our employee stock ownership plan to finance its purchase of shares of common stock in the stock offering and retain the remainder of the net proceeds from the stock offering at First Seacoast Bancorp, Inc. Therefore, assuming we sell 3,300,000 shares of common stock in the stock offering at the midpoint of the offering range resulting in net proceeds of $31.4 million, we intend to invest $15.7 million in First Seacoast Bank, loan $2.6 million to our employee stock ownership plan to fund its purchase of shares of common stock, and retain the remaining $13.1 million of the net proceeds at First Seacoast Bancorp, Inc.
First Seacoast Bancorp, Inc. may use the funds it retains for investment in securities, to repurchase shares of common stock, to acquire other financial institutions or financial services companies, to pay cash dividends and
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for other general corporate purposes. First Seacoast Bank may use the proceeds it receives to support increased lending, enhance existing, or support growth and the development of, new products and services, or expand its branch network by establishing or acquiring new branches or by acquiring other financial institutions or financial services companies. We do not currently have any agreements or understandings regarding any acquisition transactions.
See How We Intend to Use the Proceeds from the Stock Offering for additional information.
Persons Who May Order Shares of Common Stock in the Stock Offering
We are offering the shares of common stock for sale in a subscription offering in the following descending order of priority:
(i) | To depositors with accounts at First Seacoast Bank with aggregate balances of at least $50.00 at the close of business on June 30, 2021. |
(ii) | To our tax-qualified employee benefit plans (including First Seacoast Banks employee stock ownership plan), which may subscribe for, in the aggregate, up to 10% of the shares of common stock sold in the stock offering. We expect our employee stock ownership plan to purchase 8% of the shares of common stock sold in the stock offering. |
(iii) | To depositors with accounts at First Seacoast Bank with aggregate balances of at least $50.00 at the close of business on September 30, 2022. |
(iv) | To depositors of First Seacoast Bank at the close of business on , 2022, and to borrowers of First Seacoast Bank as of July 16, 2019, whose borrowings remained outstanding at the close of business on , 2022. |
Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given first to natural persons (including trusts of natural persons) residing in the New Hampshire counties of Rockingham and Strafford, and then to First Seacoast Bancorps public stockholders at the close of business on , 2022. If held, the community offering is expected to begin concurrently with the subscription offering, but may begin concurrently with, during or promptly after the subscription offering. We also may offer for sale shares of common stock not purchased in the subscription offering and the community offering in a syndicated community offering. Keefe, Bruyette & Woods, Inc. will act as sole manager for the syndicated community offering. We have the right to accept or reject, in our sole discretion, orders received in the community offering or syndicated community offering, and our interpretation of the terms and conditions of the plan of conversion will be final. Any determination to accept or reject stock orders in the community offering or syndicated community offering will be based on the facts and circumstances available to management at the time of the determination.
If we receive orders for more shares than we are offering for sale, we may not be able to fill your order in whole or in part. A detailed description of the subscription offering, the community offering and the syndicated community offering, as well as a discussion regarding allocation procedures, can be found in the section of this prospectus entitled The Conversion and Stock Offering.
Limits on How Much Common Stock You May Purchase
The minimum number of shares of common stock that may be purchased is 25 shares.
Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 40,000 shares ($400,000) of common stock. If any of the following persons purchase shares of common stock, their purchases, in all categories of the stock offering, when combined with your purchases, cannot exceed 40,000 shares ($400,000) of common stock:
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| your spouse or other blood or marriage relative, who lives in your home or who is a director or who is a director or officer of First Seacoast Bancorp or First Seacoast Bank; |
| corporations or other entities in which you are a senior officer or partner or have a 10% or greater beneficial ownership interest; |
| trusts or other estates in which you are the trustee or fiduciary or have a substantial beneficial interest in the trust or other estate; or |
| other persons who may be your associates or persons acting in concert with you. |
Unless we determine otherwise, persons having the same address and persons exercising subscription rights through qualifying accounts registered to the same address will be subject to the overall purchase limitation of 40,000 shares ($400,000).
In addition to the above purchase limitations, there is an ownership limitation for current stockholders of First Seacoast Bancorp other than our employee stock ownership plan. Shares of common stock that you purchase in the stock offering individually and together with persons described above, plus any shares you and they receive in exchange for existing shares of First Seacoast Bancorp common stock, may not exceed 9.9% of the total shares of common stock to be issued and outstanding after the completion of the conversion and stock offering. However, if, based on your current ownership level, you will own more than 9.9% of the total shares of common stock of First Seacoast Bancorp, Inc. to be issued and outstanding after the completion of the conversion and stock offering following the exchange of your shares of First Seacoast Bancorp common stock, you will be ineligible to purchase any new shares in the stock offering. You will be required to obtain regulatory approval or non-objection before acquiring 10% or more of First Seacoast Bancorp, Inc.s common stock.
Subject to regulatory approval, we may increase or decrease the purchase and ownership limitations at any time. See the detailed description of the purchase limitations in The Conversion and Stock Offering Additional Limitations on Common Stock Purchases.
How You May Purchase Shares of Common Stock in the Subscription Offering and the Community Offering
In the subscription offering and any community offering, you may pay for your shares only by:
(i) | personal check, bank check or money order, from the purchaser, made payable directly to First Seacoast Bancorp, Inc.; or |
(ii) | authorizing us to withdraw available funds (without any early withdrawal penalty) from your First Seacoast Bank deposit account(s), other than checking accounts or individual retirement accounts (IRAs). |
First Seacoast Bank, by law, is not permitted to lend funds to anyone to purchase shares of common stock in the stock offering. Additionally, you may not use any type of third party check to pay for shares of common stock. Do not submit cash. Wire transfers will not be accepted. Applicable regulations prohibit First Seacoast Bank from lending funds or extending credit to any person to purchase shares of common stock in the stock offering. You may not submit a First Seacoast Bank line of credit check for payment. You may not designate withdrawal from First Seacoast Banks accounts with check-writing privileges; rather, submit a check. If you request a direct withdrawal, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and will immediately withdraw the amount from your checking account(s). You may not authorize direct withdrawal from a First Seacoast Bank individual retirement account, or IRA. See Using Individual Retirement Account Funds to Purchase Shares of Common Stock.
You may subscribe for shares of common stock in the subscription and community offerings by delivering a signed and completed original stock order form, together with full payment payable to First Seacoast Bancorp, Inc. or authorization to withdraw funds from one or more of your First Seacoast Bank deposit accounts, provided that the
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stock order form is received before 2:00 p.m., Eastern time, on December ___, 2022, which is the expiration of the subscription offering period. You may submit your stock order form and payment by mail using the stock order reply envelope provided or by paying for overnight delivery to the address listed on the stock order form. You may also hand-deliver stock order forms to our main office, located at 633 Central Avenue, Dover, New Hampshire. Hand-delivered stock order forms will be accepted only at this location. We will not accept stock order forms at other offices of First Seacoast Bank. Do not mail stock order forms to any of First Seacoast Banks offices.
See The Conversion and Stock Offering Procedure for Purchasing Shares in the Subscription and Community Offerings Payment for Shares for a complete description of how to purchase shares in the subscription and community offerings.
Using Individual Retirement Account Funds to Purchase Shares of Common Stock
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 First Seacoast Bank IRA or other retirement account, the applicable funds must be transferred to a self-directed account maintained by an independent custodian or trustee, such as a brokerage firm, and the purchase must be made through that account. If you do not have such an account, you will need to establish one before placing your stock order. An 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 December ___, 2022 offering deadline, for assistance with purchases using funds in your IRA or other retirement account you may have at First Seacoast Bank or elsewhere. Whether you may use such funds to purchase shares in the stock offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.
See The Conversion and Stock Offering Procedure for Purchasing Shares in the Subscription and Community Offerings Payment for Shares and Using Individual Retirement Account Funds for a complete description of how to use IRA funds to purchase shares of common stock in the stock offering.
Market for Common Stock
Existing publicly held shares of First Seacoast Bancorps common stock are listed on the Nasdaq Capital Market under the symbol FSEA. Upon completion of the conversion and stock offering, the shares of common stock of First Seacoast Bancorp, Inc. will be issued in exchange for the existing shares of First Seacoast Bancorp. We expect to list the shares of First Seacoast Bancorp, Inc. common stock on the Nasdaq Capital Market under the symbol FSEA. Keefe, Bruyette & Woods, Inc. has advised us that it intends to make a market in our common stock following the stock offering, but is under no obligation to do so.
Our Dividend Policy
Following completion of the stock offering, our board of directors will have the authority to declare dividends on our shares of common stock, subject to our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. However, no decision has been made with respect to the amount, if any, and timing of any dividend payments. We cannot assure you that we will pay dividends in the future, or that any such dividends will not be reduced or eliminated in the future.
For information regarding our proposed dividend policy, see Our Dividend Policy. For information regarding our recent dividend payment history, see Selected Consolidated Financial and Other Data and Market for the Common Stock.
Purchases by Directors and Executive Officers
We expect our directors and executive officers, together with their associates, to subscribe for 42,500 shares of common stock in the stock offering, representing 1.5% of the shares to be sold at the minimum of the
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offering range. The purchase price paid by them will be the same $10.00 per share price paid by all other persons who purchase shares of common stock in the stock offering. Following the conversion and stock offering, our directors and executive officers, together with their associates, are expected to beneficially own 115,596 shares of common stock of First Seacoast Bancorp, Inc., or 2.3% of our total outstanding shares of common stock at the minimum of the offering range, which includes shares they currently own in First Seacoast Bancorp that will be exchanged for shares of First Seacoast Bancorp, Inc.
See Subscriptions by Directors and Executive Officers for more information on the proposed purchases of shares of common stock by our directors and executive officers.
Deadline for Orders of Shares of Common Stock in the Subscription and Community Offerings
The deadline for submitting orders to purchase shares of common stock in the subscription offerings and, if held, in the community officering is 2:00 p.m., Eastern time, on December , 2022, unless we extend this deadline. If you wish to purchase shares of common stock, a properly completed and signed original stock order form, together with full payment, must be received (not postmarked) by this time.
Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 2:00 p.m., Eastern time, on December , 2022, whether or not we have been able to locate each person entitled to subscription rights.
See The Conversion and Stock Offering Procedure for Purchasing Shares in the Subscription and Community Offerings Expiration Date for a complete description of the deadline for purchasing shares in the stock offering.
You May Not Sell or Transfer Your Subscription Rights
Applicable regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to certify that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares that you are purchasing. We intend to take legal action, including reporting persons to federal or state agencies, against anyone who we believe has sold or transferred his or her subscription rights. We will not accept your order if we have reason to believe you have sold or transferred your subscription rights. On the stock order form, you cannot add the names of others for joint stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you do. Doing so may jeopardize your subscription rights. You may only add those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. In addition, the stock order form requires that you list all deposit and loan accounts, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation.
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 conversion and stock offering. We expect trading in the stock to begin on the day of completion of the conversion and stock offering or the next business day. The conversion and stock offering is expected to be completed as soon as practicable following satisfaction of the conditions described below in Conditions to Completion of the Conversion and Stock Offering. Until a statement reflecting your ownership of shares of common stock is available and delivered to you, you may not be able to sell the shares of common stock that you purchased in the stock offering, 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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Conditions to Completion of the Conversion and Stock Offering
We cannot complete the conversion and stock offering unless:
| The plan of conversion is approved by at least a majority of votes eligible to be cast by members of First Seacoast Bancorp, MHC (i.e., depositors and certain borrowers of First Seacoast Bank) as of the close of business on __________, 2022; |
| The plan of conversion is approved by First Seacoast Bancorp stockholders holding at least two-thirds of the outstanding shares of common stock of First Seacoast Bancorp as of the close of business on _________, 2022, including the shares owned by First Seacoast Bancorp, MHC; |
| The plan of conversion is approved by First Seacoast Bancorp stockholders holding at least a majority of the outstanding shares of common stock of First Seacoast Bancorp as of the close of business on _________, 2022, excluding the shares owned by First Seacoast Bancorp, MHC; |
| We sell at least the minimum number of shares of common stock offered in the stock offering; |
| We receive approval from the Federal Reserve Board; and |
| The Office of the Comptroller of the Currency approves an amendment to First Seacoast Banks charter to provide for a liquidation account. |
First Seacoast Bancorp, MHC intends to vote its shares in favor of the plan of conversion. At the close of business on June 30, 2022, First Seacoast Bancorp, MHC owned 3,345,925 shares, or approximately 55.2%, of the outstanding shares of common stock of First Seacoast Bancorp. At the close of business on June 30, 2022, the directors and executive officers of First Seacoast Bancorp and their affiliates owned 87,462 shares of First Seacoast Bancorp common stock, or 1.44% of the outstanding shares of common stock and 3.22% of the outstanding shares of common stock excluding the shares owned by First Seacoast Bancorp, MHC. They intend to vote those shares in favor of the plan of conversion.
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 2,805,000 shares of common stock, we may take one or more steps to sell the minimum number of shares of common stock in the offering range. Specifically, we may:
(i) | increase the purchase and ownership limitations; and/or |
(ii) | seek regulatory approval to extend the stock offering beyond ________, 2022, so long as we resolicit subscribers who previously submitted subscriptions in the stock offering; and/or |
(iii) | increase the shares purchased by the employee stock ownership plan. |
If we extend the stock offering past _________, 2023, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will cancel your stock order and promptly return your funds with interest for funds received in the subscription offering and, if held, the community offering or cancel your deposit account withdrawal authorization. If one or more purchase limitations are increased, subscribers in the subscription offering who ordered the maximum amount and who indicated a desire to be resolicited on the stock order form will be, and, in our sole discretion, some other large subscribers may be, given the opportunity to increase their subscriptions up to the then-applicable limit.
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Possible Change in the Offering Range
Feldman Financial Advisors, Inc. will update its appraisal before we complete the conversion and stock offering. If our pro forma market value at that time is either below $50.8 million or above $68.7 million, then, after consulting with the Federal Reserve Board, we may:
| terminate the stock offering and promptly return all funds (with interest paid on funds received in the subscription offering and any community offering); |
| set a new offering range; or |
| take such other actions as may be permitted by the Federal Reserve Board and the Securities and Exchange Commission. |
If we set a new offering range, we will promptly return funds, with interest at _____% per annum, for funds received for purchases in the subscription offering and any community offering, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. We will then resolicit subscribers, allowing them to place a new stock order for a period of time.
Possible Termination of the Stock Offering
We may terminate the stock offering at any time before the special meeting of members of First Seacoast Bancorp, MHC and the special meeting of stockholders of First Seacoast Bancorp that have been called to vote on the conversion and stock offering, and at any time after these approvals with regulatory approval. If we terminate the stock offering, we will promptly return your funds with interest at _____% per annum, and we will cancel deposit account withdrawal authorizations.
Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion and Stock Offering
We expect our employee stock ownership plan, which is a tax-qualified retirement plan for the benefit of First Seacoast Banks employees, to purchase up to 8% of the shares of common stock we sell in the stock offering. If market conditions warrant, in the judgment of its trustees, the employee stock ownership plans subscription order will not be filled and the employee stock ownership plan may elect to purchase shares in the open market following the completion of the conversion and stock offering, subject to the approval of the Federal Reserve Board.
We intend to implement one or more new stock-based benefit plans no earlier than six months after completion of the conversion and stock offering. Stockholder approval of these plans would be required. We have not determined whether we would adopt the plans within or after 12 months following the completion of the conversion and stock offering. If we implement stock-based benefit plans within 12 months following the completion of the conversion and stock offering, the stock-based benefit plans would be limited to reserving a number of shares (i) up to 4% of the shares of common stock sold in the stock offering for awards of restricted stock to key employees and directors, at no cost to the recipients, and (ii) up to 10% of the shares of common stock sold in the stock offering for issuance pursuant to the exercise of stock options by key employees and directors. If the stock-based benefit plan is adopted more than 12 months after the completion of the conversion and stock offering, it would not be subject to the percentage limitations set forth above. We have not yet determined the definitive number of shares that would be reserved for issuance under these plans. For a description of our current stock-based benefit plan, see Management Benefits to be Considered Following Completion of the Conversion and Stock Offering Stock-Based Benefit Plans.
The following table summarizes the number of shares of common stock and the aggregate dollar value of grants that are available under one or more stock-based benefit plans if such plans reserve a number of shares of common stock equal to 4% and 10% of the shares sold in the stock offering for restricted stock awards and stock options, respectively. The table shows the dilution to stockholders if all such shares are issued from authorized but unissued shares, instead of shares purchased in the open market. A portion of the stock grants shown in the table
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below may be made to non-management employees. The table also sets forth the number of shares of common stock to be acquired by the employee stock ownership plan for allocation to all qualifying employees.
Number of Shares to be Granted or Purchased | Dilution Resulting From Issuance of Shares for Stock-Based Benefit Plans |
Value of Grants (1) | ||||||||||||||||||||||
At Minimum of Offering Range |
At Maximum of Offering Range |
As a Percentage of Common Stock to be Sold in the Stock Offering |
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At Minimum of Offering Range |
At Maximum of Offering Range |
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Employee stock ownership plan |
224,400 | 303,600 | 8.0 | % | N/A | (2) | $ | 2,244,000 | $ | 3,036,000 | ||||||||||||||
Restricted stock awards |
112,200 | 151,800 | 4.0 | 2.16 | % | 1,122,000 | 1,518,000 | |||||||||||||||||
Stock options |
280,500 | 379,500 | 10.0 | 5.24 | % | 1,119,195 | 1,514,205 | |||||||||||||||||
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Total |
617,100 | 834,900 | 22.0 | % | 7.18 | % | $ | 4,485,195 | $ | 6,068,205 | ||||||||||||||
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(1) | The actual value of restricted stock awards will be determined based on their fair value as of the date grants are made. For purposes of this table, fair value for restricted stock awards is assumed to be the same as the offering price of $10.00 per share. The fair value of stock options has been estimated at $3.99 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; an expected option term of 10 years; no dividend yield; a risk-free rate of return of 2.98%; and expected volatility of 23.33%. The actual value of stock options granted 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. |
(2) | No dilution is reflected for the employee stock ownership plan because such shares are assumed to be purchased in the stock offering. |
We may fund our stock-based benefit plans through open market purchases, as opposed to new issuances of stock; however, if any options previously granted under our existing 2021 Equity Incentive Plan are exercised during the first year following completion of the stock offering, they will be funded with newly issued shares as federal regulations do not permit us to repurchase our shares during the first year following the completion of the stock offering except to fund the grants of restricted stock under a stock-based benefit plan or under extraordinary circumstances.
The following table presents information as of June 30, 2022 regarding our employee stock ownership plan, our 2021 Equity Incentive Plan, and our proposed stock-based benefit plan. The table below assumes that 6,869,548 shares are outstanding after the completion of the stock offering, which includes the sale of 3,795,000 shares in the stock offering at the maximum of the offering range and the issuance of shares of First Seacoast Bancorp, Inc. in exchange for shares of First Seacoast Bancorp based on an exchange ratio of 1.1308. It also assumes that the value of the common stock is $10.00 per share.
Existing and New Stock Benefit Plans |
Participants | Shares at Maximum of Offering Range |
Estimated Value of Shares |
Percentage of Shares Outstanding After the Conversion and Stock Offering |
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Employee Stock Ownership Plan: |
Officers and Employees | |||||||||||||||
Shares purchased in 2019 stock offering (1) |
269,665 | (2) | $ | 2,696,653 | 3.93 | % | ||||||||||
Shares to be purchased in the stock offering |
303,600 | 3,036,000 | 4.42 | |||||||||||||
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Total |
573,265 | $ | 5,732,653 | 8.35 | % | |||||||||||
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Restricted Stock Awards: |
Directors, Officers and Employees | |||||||||||||||
2021 Equity Incentive Plan (1) |
134,832 | (3) | $ | 1,348,321 | (4) | 1.96 | % | |||||||||
New shares of restricted stock |
151,800 | 1,518,000 | (4) | 2.21 | ||||||||||||
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Total |
286,632 | $ | 2,866,321 | 4.17 | % | |||||||||||
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Stock Options: |
Directors, Officers and Employees | |||||||||||||||
2021 Equity Incentive Plan (1) |
337,081 | (5) | $ | 1,344,954 | (6) | 4.91 | % | |||||||||
New stock options |
379,500 | 1,514,205 | (6) | 5.52 | ||||||||||||
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Total |
716,581 | $ | 2,859,159 | 10.43 | % | |||||||||||
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Total of stock benefit plans |
1,576,478 | $ | 11,458,133 | 22.95 | % | |||||||||||
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(1) | The number of shares indicated has been adjusted for the 1.1308 exchange ratio at the maximum of the offering range. |
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(2) | At June 30, 2022, 40,451 of these shares have been allocated to participants. |
(3) | At June 30, 2022, 133,740 of these shares have been awarded, none of which have vested. |
(4) | The value of restricted stock awards is determined based on their fair value as of the date grants are made. For purposes of this table, the fair value of awards under the new stock-based benefit plan is assumed to be the same as the offering price of $10.00 per share. |
(5) | At June 30, 2022, no options have been awarded and no options have vested. |
(6) | The weighted-average fair value of stock options has been estimated at $3.99 per option, using the Black-Scholes option pricing model with the following assumptions: exercise price, $10.00; trading price on date of grant, $10.00; no dividend yield; expected term, 10 years; expected volatility, 23.33%; and risk-free rate of return, 2.98%. The actual value of option grants 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. |
Income Tax Consequences
First Seacoast Bancorp, MHC, First Seacoast Bancorp, First Seacoast Bank, and First Seacoast Bancorp, Inc. have received an opinion of counsel, Luse Gorman, PC, regarding the material federal income tax consequences of the conversion and stock offering, and have received an opinion of Baker Newman & Noyes LLC regarding the material New Hampshire tax consequences of the conversion and stock offering. As a general matter, the conversion and stock offering will not be a taxable transaction for purposes of federal or state income taxes to First Seacoast Bancorp, MHC, First Seacoast Bancorp, First Seacoast Bank, and First Seacoast Bancorp, Inc., persons eligible to subscribe in the subscription offering, or existing stockholders of First Seacoast Bancorp (except as to cash paid for fractional shares). Existing stockholders of First Seacoast Bancorp who receive cash in lieu of fractional shares of First Seacoast Bancorp, Inc. will recognize a gain or loss equal to the difference between the cash received and the tax basis of the fractional share.
Emerging Growth Company Status
We qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012. 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 Factors Risks Related to Our Business 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 and Supervision and Regulation Emerging 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 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.
Risk Factors
An investment in First Seacoast Bancorp, Inc. common stock is subject to risk, including risks related to our business and this offering. Before making an investment decision, you should read this entire document carefully, including the section entitled Risk Factors that immediately follows and that discusses the above risks in further detail.
How You Can Obtain Additional Information Stock Information Center
Our banking personnel may not, by law, assist with investment-related questions about the stock offering. If you have any questions regarding the conversion and stock offering, call our Stock Information Center at ____________ (toll-free). The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern time, and will be closed on bank holidays.
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You should carefully consider the following risk factors in evaluating an investment in the shares of common stock of First Seacoast Bancorp, Inc. In addition to these risks and the other risks and uncertainties described elsewhere in this prospectus, there may be additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial that could materially and adversely affect our business, financial condition or results of operations.
Risks Related to Our Lending Activities
We have a substantial amount of commercial real estate and commercial and industrial loans, and intend to continue to increase originations of these types of loans. These loans involve credit risks that could adversely affect our financial condition and results of operations.
At June 30, 2022, our portfolio of commercial real estate loans, acquisition, development and land loans secured by commercial real estate, and commercial and industrial loans totaled $119.1 million, or 31.2% of net loans. We intend to increase originations of these types of loans. Given their larger balances and the complexity of the underlying collateral, these loans generally have more risk than the one- to four-family residential real estate loans we originate. Because the repayment of commercial real estate loans and commercial and industrial loans depends on the successful management and operation of the borrowers properties or related business, their repayment can be affected by adverse conditions in the local, regional and national real estate market or economy. A downturn in the real estate market or the local, regional and national economy could adversely impact the value of collateral properties or the revenues from the borrowers business, thereby increasing the risk of loss. Further, unlike residential mortgage loans, commercial and industrial loans are typically secured by collateral other than real estate, such as inventory and accounts receivable, the value of which may depreciate over time, may be more difficult to appraise or liquidate, and may be more susceptible to fluctuation in value at default. Because these loans also generally have relatively large balances, any charge-offs may be larger than those incurred with residential real estate loans. In addition, many of these loans have not been subjected to unfavorable economic conditions and, therefore, it is difficult to predict their future performance under such conditions. Accordingly, these loans may experience delinquency or charge-off levels above our historical experience, which could adversely affect our future performance. Furthermore, at June 30, 2022, $22.7 million, or 29.3%, of our commercial real estate loans were secured by non-owner occupied properties. The physical condition of non-owner occupied properties may be below that of owner-occupied properties due to lax property maintenance standards, which have an adverse impact on the value of the collateral properties. As our commercial real estate, commercial and industrial, and acquisition, development and land loans secured by commercial real estate increase, the corresponding risks and potential for loss will also increase.
If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.
We maintain an allowance for loan losses, which is established through a provision for loan losses, that represents managements best estimate of probable losses within the existing portfolio of loans. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the adequacy of the allowance for loan losses, we rely on our experience and our evaluation of economic conditions. If our assumptions prove to be incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio and adjustment may be necessary to allow for different economic conditions or adverse developments in our loan portfolio. Consequently, a problem with one or more loans could require us to significantly increase the level of our provision for loan losses. Management also recognizes that significant new growth in our loan portfolio, new loan products and the refinancing of existing loans can result in unseasoned loans that may not perform in a historical or projected manner and will increase the risk that our allowance may be insufficient to absorb losses without significant additional provisions.
The Financial Accounting Standards Board has delayed the effective date of the Current Expected Credit Loss, or CECL, standard. CECL will be effective for First Seacoast Bancorp, Inc. and First Seacoast Bank 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
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current method of providing allowances for loan losses that are incurred or probable, which would likely require us to increase our allowance for loan losses, and to greatly increase the types of data we would need to collect and review to determine the appropriate level of our allowance for loan losses.
In addition, federal regulators periodically review our allowance for loan losses and as a result of such reviews, we may decide to adjust our allowance for loan losses or recognize further loan charge-offs. However, regulatory agencies are not directly involved in the process of establishing the allowance for loan losses, as the process is our responsibility and any adjustment of the allowance is the responsibility of our management. Material additions to the allowance would materially decrease our net income and may have a material adverse effect on our financial condition, results of operations and capital.
We are subject to environmental liability risk associated with lending activities or properties we own.
A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties, or with respect to properties that we own in operating our business. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. If, in doing so, hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected propertys value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Our policies, which require us to perform an environmental review before initiating any foreclosure action on non-residential real property, may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.
Risks Related to Market Interest Rates
The reversal of the historically low interest rate environment may adversely affect our net interest income and profitability.
The Federal Reserve Board decreased benchmark interest rates significantly, to near zero, in response to the COVID-19 pandemic. The Federal Reserve Board is reversing its policy of near zero interest rates given its concerns over inflation. In recent periods, market interest rates have risen in response to the Federal Reserve Boards recent rate increases. As discussed below, the increase in market interest rates is expected to have an adverse effect on our net interest income and profitability.
Changes in interest rates could reduce our profits and asset values.
Like most financial institutions, our profitability depends to a large extent upon our net interest income, which is the difference between our interest income on interest-earning assets, such as loans and securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowed funds. Accordingly, our results of operations depend largely on movements in market interest rates and our ability to manage our interest-rate-sensitive assets and liabilities in response to these movements. Factors such as inflation, recession and instability in financial markets, among other factors beyond our control, may affect interest rates.
In a rising interest rate environment, we would expect that the rates on our deposits and borrowings would reprice upwards faster than the rates on our longer-term loans and investments, which would be expected to compress our interest rate spread and have a negative effect on our profitability. In addition, the high percentage (97.1% at June 30, 2022) of fixed rate loans in our one- to four-family residential real estate loan portfolio would also contribute to the negative effect on our profitability in a rising interest rate environment. Furthermore, increases in interest rates may adversely affect 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. Conversely, decreases in interest rates can result in increased prepayments of loans and mortgage-related securities, as borrowers refinance to reduce their borrowing costs. Under these circumstances, we are subject to reinvestment risk as we may have to redeploy such loan or securities proceeds into lower-yielding assets, which might also negatively impact our income.
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If interest rates rise, we expect that our net portfolio value of equity would decrease. Net portfolio value of equity represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities. At June 30, 2022, assuming a 400-basis point increase in market interest rates, we estimate that our net portfolio value of equity would decrease by $19.0 million, or 30.3%.
Furthermore, the historically low interest rate environment in recent periods has contributed significantly to our loan growth, particularly in one- to four-family residential mortgage loans where refinance volume has been relatively high. The increase in market interest rates that we are now experiencing is likely to reduce our loan origination volume, particularly refinance volume, and/or reduce our interest rate spread, which would have a material adverse effect on our profitability and results of operations.
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, including the value of our available-for-sale investment securities and interest rate swap derivatives which generally decrease when market interest rates rise, and ultimately affect our earnings. During the six months ended June 30, 2022, we incurred other comprehensive losses of $8.8 million related to net changes in unrealized holding losses in the available-for-sale investment securities portfolio and changes in the fair value of interest rate swap derivatives caused by the increase in market interest rates during the period.
Changes in the level of interest rates also may negatively affect our ability to originate real estate loans, the value of our assets, and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings. Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on our balance sheet or projected operating results. See Managements Discussion and Analysis of Financial Condition and Results of Operations of First Seacoast BankManagement of Market Risk.
Risks Related to Economic Conditions
Inflation can have an adverse impact on our business and on our customers.
Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. Recently, there have been market indicators of a pronounced rise in inflation and the Federal Reserve Board has indicated its intention to raise certain benchmark interest rates in an effort to combat inflation. As inflation increases, the value of our investment securities, particularly those with longer maturities, would decrease, although this effect can be less pronounced for floating rate instruments. In addition, inflation increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our noninterest expenses. Furthermore, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.
A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings.
Local economic conditions have a significant impact on the ability of our borrowers to repay loans and the value of the collateral securing loans. A deterioration in economic conditions could have the following consequences, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations:
| demand for our products and services may decline; |
| we may increase our allowance for loan losses; |
| loan delinquencies, problem assets and foreclosures may increase; |
| collateral for loans, especially real estate, may decline in value, thereby reducing customers future borrowing power, and reducing the value of assets and collateral associated with existing loans; and |
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| the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us. |
Moreover, a significant decline in general local, regional or national economic conditions caused by inflation, recession, acts of terrorism, a government shutdown, an outbreak of hostilities or other international or domestic calamities, unemployment or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. 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. Further, any decline in local economic conditions may have a greater effect on our earnings and capital than on the earnings and capital of larger financial institutions whose real estate loans are geographically diverse. Many of the loans in our portfolio are secured by real estate. Deterioration in the real estate markets could negatively affect a borrowers ability to repay their loan and the value of the collateral securing the loan. Real estate values are affected by various factors, including changes in general or regional economic conditions, governmental rules or policies, and natural disasters. If we are required to liquidate a significant amount of collateral during a period of reduced real estate values, our financial condition and profitability could be adversely affected.
We have a high concentration of loans secured by real estate in our market area. Adverse economic conditions, both generally and in our market area, could adversely affect our financial condition and results of operations.
We have relatively few loans outside of our market area and, as a result, we have a greater risk of loan defaults and losses in the event of a further economic downturn in our market area, as adverse economic conditions may have a negative effect on the ability of our borrowers to make timely payments of their loans. A return of recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans, investments, and collateral securing our loans, and our ongoing operations, costs and profitability. Any of these negative events may result in higher than expected loan delinquencies, increase our levels of nonperforming and classified assets, and reduce demand for our products and services, which may cause us to incur losses and may adversely affect our capital, liquidity and financial condition.
A worsening of economic conditions could reduce demand for our products and services and/or increase our level of non-performing loans, which could adversely affect our financial condition and results of operations.
Unlike larger financial institutions that are more geographically diversified, our profitability depends primarily on the general economic conditions in our primary market area. In addition to local economic conditions, which could have a significant impact on ability of our borrowers to repay their loans and on the value of the collateral securing their loans, deterioration in general economic conditions could result in the following consequences, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations:
| demand for our products and services may decline; |
| loan delinquencies, problem assets and foreclosures may increase; |
| collateral for loans, especially real estate, may decline in value, in turn reducing customers future borrowing power, and reducing the value of assets and collateral associated with existing loans; |
| the value of our securities portfolio may decline; and |
| the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us. |
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Moreover, a significant decline in general economic conditions, caused by inflation, recession, tariffs and international trade disputes, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. 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.
Risks Related to the COVID-19 Pandemic
The economic impact of the COVID-19 pandemic could adversely affect our financial condition and results of operations.
The COVID-19 pandemic caused significant economic dislocation in the United States. Although the domestic and global economies have begun to recover from the COVID-19 pandemic as many health and safety restrictions have been lifted and vaccine distribution has increased, certain adverse consequences of the pandemic continue to impact the macroeconomic environment and may persist for some time, including labor shortages and disruptions of global supply chains. The growth in economic activity and in the demand for goods and services, coupled with labor shortages and supply chain disruptions, has also contributed to rising inflationary pressures and the risk of recession. As a result of the COVID-19 pandemic and the related adverse economic consequences, we could be subject to the following risks, among others, any of which individually or in combination with others could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:
| demand for our products and services may decline, making it difficult to grow assets and income; |
| if we have high levels of unemployment for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; |
| collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; |
| limitations may be placed on our ability to foreclose on properties we hold as collateral; |
| 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; |
| the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; |
| our cybersecurity risks are increased if employees work remotely; |
| we rely on third-party vendors for certain services and the unavailability of a critical service due to the COVID-19 pandemic could have an adverse effect on us; and |
| Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs. |
Moreover, our future success and profitability substantially depends on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the pandemic 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.
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Risks Related to Competitive Matters
Our asset size and strong competition within our market area may limit our growth and profitability.
Our market area has a high concentration of competing financial institutions. Based on Federal Deposit Insurance Corporation data as of June 30, 2021 (the latest date for which published data is available), in addition to us, 26 Federal Deposit Insurance-insured financial institutions operated banking offices in Rockingham County, New Hampshire, and 12 Federal Deposit Insurance-insured financial institutions operated banking offices in Strafford County, New Hampshire. In addition to Federal Deposit Insurance-insured institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, securities brokerage firms and, more recently, financial technology (or FinTech) companies also operate in our market area. Some of these entities are 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. In addition, some of our competitors offer loans with lower interest rates and fees on more attractive terms than loans we offer.
Our asset size makes 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 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. Competition also makes it increasingly difficult and costly to attract and retain qualified employees. 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 activities such as securities brokerage. Finally, institutions of our size are generally disproportionately affected by the continually increasing costs of complying with new banking and other regulations.
Our profitability depends upon our continued ability to successfully compete in our market area. If we must raise interest rates paid on deposits or lower interest rates charged on our loans due to competition, our net interest margin and profitability could be adversely affected.
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, and we recently experienced a security event.
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.
In late 2018, our email and antivirus systems failed to detect malware that infiltrated our branch office computer network. Our core processing providers firewall prevented the virus from accessing customer
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information, however, we were unable to access all branch office computer desktops and files for several days. We incurred costs of approximately $160,000 in restoring and rebuilding our network.
We have established policies and procedures to prevent or limit the impact of system failures, interruptions and security breaches, including privacy breaches and cyber-attacks. Further, since this incident, we have taken steps to remediate shortcomings in our cybersecurity systems, including employing a third party security operations center to monitor network traffic continuously. Although we take protective measures, 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.
In addition, we outsource a majority of our data processing requirements to certain third-party providers. Accordingly, our operations are exposed to risk that these vendors will not perform in accordance with the contracted arrangements under service level agreements, 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. To our knowledge, the services and programs provided to us by third parties have not suffered any security breaches. In cases where a third party experienced a security event communicated to First Seacoast Bank, none of our systems or customer data were impacted or at risk. However, the existence of cyber-attacks or security breaches at third parties with access to our systems and customer data may not be disclosed to us by those parties in a timely manner.
We are a community bank and our ability to maintain our reputation is critical to the success of our business. 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. Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, cybersecurity incidents and questionable or fraudulent activities of our customers. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers and employees, costly litigation and increased governmental regulation, all of which could adversely affect our business and operating results.
We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services.
We depend upon the services of the members of our senior management team who direct our strategy and operations. Our executive officers and lending personnel possess expertise in our markets and key business relationships, and have been integral in the restructuring of our operations, including the implementation of a more aggressive sales culture within our institution. 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.
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Risks Related to Accounting Matters
Changes in managements estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.
In preparing 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. Areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for loan losses and our determinations with respect to amounts owed for income taxes.
Changes in accounting standards could affect reported earnings.
The regulatory 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 governs the preparation of our consolidated financial statements. In some cases, we could be required to apply new or revised guidance retroactively. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations.
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.
First Seacoast Bank is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency, and First Seacoast 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 of First Seacoast 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 suspected, 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
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may not be effective in preventing violations of these laws and regulations. Furthermore, these rules and regulations continue to evolve and expand.
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.
First Seacoast Bancorp, Inc. qualifies as an emerging growth company under the Jumpstart Our Business Startups Act of 2012. For as long as it continues to be an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to public companies that are not 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. As an emerging growth company, First Seacoast Bancorp, Inc. also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors audit our internal control over financial reporting. In addition, as an emerging growth company, we have elected to take advantage of the extended transition periods for adopting new or revised financial accounting standards until the date they are required to be adopted by private companies (however, if any new or revised financial accounting standards would not apply to private companies, we would not be able to delay their adoption). Accordingly, our financial statements may not be comparable to those of public companies that adopt new or revised financial accounting standards as of an earlier date. Investors may find our common stock less attractive since we have chosen to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.
We are also a smaller reporting company, and even if we no longer qualify as an emerging growth company, 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.
In addition to qualifying as an emerging growth company, First Seacoast Bancorp, Inc. qualifies as a smaller reporting company under the federal securities laws. For as long as it continues to be a smaller reporting company, it may choose to take advantage of exemptions from various reporting requirements applicable to public companies that are not available to companies that are not smaller reporting companies, including, but not limited to, reduced financial disclosure obligations and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.
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Risks Related to the Stock Offering
We do not have strong earnings and will have a relatively high capital level after the completion of the conversion and stock offering. We expect our return on equity will be low following the stock offering, which could negatively affect the trading price of our shares of common stock.
Net income divided by average stockholders equity, known as return on equity, is a ratio many investors use to compare the performance of financial institutions. Our return on average equity was 2.02% for the six months ended June 30, 2022, 4.38% for the year ended December 31, 2021, and 1.85% for the year ended December 31, 2020. Our average equity to average assets was 11.36% for the six months ended June 30, 2022, 12.48% for the year ended December 31, 2021, and 12.91% for the year ended December 31, 2020. At June 30, 2022, our total stockholders equity was $51.9 million. Assuming the completion of the conversion and stock offering, our pro forma stockholders equity at June 30, 2022 is estimated to range from $73.1 million at the minimum of the offering range to $81.7 million at the maximum of the offering range. We expect our return on equity to be lower than our peers unless and until we are able to leverage our capital including the additional capital from the stock offering. Our return on equity also will be negatively affected by added expenses associated with our employee stock ownership plan and the stock-based benefit plans we intend to adopt. Unless and until we can increase our earnings and leverage our capital, including the capital to be raised in the conversion and stock offering, we expect that our return on equity will be low, which may reduce the trading price of our shares of common stock.
The future price of our shares of common stock may be less than the $10.00 purchase price per share in the stock offering.
If you purchase shares of common stock in the stock offering, you may not be able to sell them later at or above the $10.00 purchase price. In many cases, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the stock offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, changes in federal tax laws, new regulations, investor perceptions of First Seacoast Bancorp, Inc. and the outlook for the financial services industry in general. Price fluctuations in our common stock may be unrelated to our operating performance.
Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.
We intend to invest between $13.2 million and $18.1 million of the net proceeds of the stock offering in First Seacoast Bank. We may use the remaining net proceeds to invest in short-term investments and for general corporate purposes, including repurchasing shares of our common stock and paying dividends. We also expect to use a portion of the net proceeds we retain to fund a loan to our employee stock ownership plan to purchase shares of common stock in the stock offering. First Seacoast Bank may use the net proceeds it receives to fund new loans, reduce wholesale borrowings, expand its retail banking franchise by establishing or acquiring new branches or by acquiring other financial institutions or other financial services companies, or for other general corporate purposes. However, except for funding the loan to the employee stock ownership plan, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have broad discretion in determining the amount of the net proceeds we apply to different uses and when we apply or reinvest such proceeds. We have not established a timetable for investing the net proceeds, and we cannot predict how long we will require to invest the net proceeds. Our failure to reinvest these funds effectively would reduce our profitability and may adversely affect the value of our common stock.
Our stock-based benefit plans will increase our expenses and reduce our income.
We intend to adopt one or more new stock-based benefit plans after the conversion and stock offering, subject to stockholder approval, which will increase our annual compensation and benefit expenses related to the stock options and stock awards granted to participants under the new stock-based benefit plans. The actual amount
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of these new stock-related compensation and benefit expenses will depend on the number of options and stock awards granted under the plans, the fair market value of our stock or options on the date of grant, the vesting period, and other factors which we cannot predict at this time. If we adopt stock-based benefit plans within 12 months following the conversion and stock offering, the shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plans would be limited to 4% and 10%, respectively, of the total shares of our common stock sold in the stock offering. If we adopt stock-based benefit plans more than 12 months after the completion of the conversion and stock offering, we may award restricted shares of common stock or grant options in excess of these amounts, which would further increase costs.
In addition, we will recognize expense for our employee stock ownership plan when shares are committed to be released to participants accounts, and we will recognize expense for restricted stock awards and stock options over the vesting period of awards made to recipients. The expense in the first year following the stock offering for our employee stock ownership plan and for our new stock-based benefit plans, assuming such plans had been implemented at the beginning of the year, is estimated to be approximately $728,000 ($628,000 after tax) at the maximum of the offering range as set forth in the pro forma financial information under Pro Forma Data, assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock. For further discussion of our proposed stock-based plans, see Management Benefits to be Considered Following Completion of the Conversion and Stock Offering.
The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans.
We intend to adopt one or more new stock-based benefit plans following the conversion and stock offering. These plans may be funded either through open market purchases of our common stock or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of our common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of our stock, our capital levels, alternative uses for our capital and our financial performance. While our intention is to fund the new stock-based benefit plans through open market purchases, stockholders would experience a 5.24% dilution in ownership interest if newly issued shares of our common stock are used to fund stock options in an amount equal to 10% of the shares sold in the stock offering, and all such stock options are exercised, and a 2.16% dilution in ownership interest if newly issued shares of our common stock are used to fund shares of restricted common stock in an amount equal to 4% of the shares sold in the stock offering. Such dilution would also reduce earnings per share. If we adopt the plans more than 12 months following the conversion and stock offering, new stock-based benefit plans would not be subject to these limitations and stockholders could experience greater dilution.
Although the implementation of new stock-based benefit plans would 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 have been approved by stockholders.
We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the conversion and stock offering may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs.
If we adopt stock-based benefit plans more than 12 months following the completion of the conversion and stock offering, then grants of shares of common stock or stock options under our proposed stock-based benefit plans may exceed 4% and 10%, respectively, of shares of common stock sold in the stock offering. Stock-based benefit plans that provide for awards in excess of these amounts would increase our costs beyond the amounts estimated in Our stock-based benefit plans will increase our expenses and reduce our income. Stock-based benefit plans that provide for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans. Although the implementation of stock-based benefit plans would be subject to stockholder approval, the timing of the implementation of such plans will be at the discretion of our board of directors.
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Various factors may make takeover attempts more difficult to achieve.
Certain provisions of our articles of incorporation and bylaws and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of First Seacoast Bancorp, Inc. without our board of directors approval. Under regulations applicable to the conversion and stock offering, for a period of three years following completion of the conversion and stock offering, no person may offer to acquire or acquire beneficial ownership of more than 10% of our common stock without prior approval of the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board and receive the Federal Reserve Boards non-objection before acquiring control of a savings and loan holding company, such as First Seacoast Bancorp, Inc. There also are provisions in our articles of incorporation and bylaws that we may use to delay or block a takeover attempt, including a provision that prohibits any person from voting more than 10% of our outstanding shares of common stock. First Seacoast Banks charter contains a similar restriction on acquisitions of 10% or more of its common stock, directly or indirectly, for five years after July 16, 2019, which is the date First Seacoast Bank converted to the stock form of organization in connection with its reorganization into the mutual holding company structure. Furthermore, shares of restricted stock and stock options that we may grant to employees and directors, stock ownership by our management and directors and other factors may make it more difficult for companies or persons to acquire control of First Seacoast Bancorp, Inc. without the consent of our board of directors. Taken as a whole, these statutory or regulatory provisions and provisions in our articles of incorporation and bylaws could result in our being less attractive to a potential acquirer and therefore could adversely affect the market price of our common stock. For additional information, see Restrictions on Acquisition of First Seacoast Bancorp, Inc. and ManagementBenefits to be Considered Following Completion of the Conversion and Stock Offering.
Our articles of incorporation provide that, subject to limited exception, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees.
The articles of incorporation of First Seacoast Bancorp, Inc. provide that, unless First Seacoast Bancorp, Inc. consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of First Seacoast Bancorp, Inc., (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of First Seacoast Bancorp, Inc. to First Seacoast Bancorp, Inc. or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Maryland, in all cases subject to the courts having personal jurisdiction over the indispensable parties named as defendants. This exclusive forum provision, which does not apply to claims arising under the federal securities laws, may limit a stockholders ability to bring a claim in a judicial forum it finds favorable for disputes with First Seacoast Bancorp, Inc. and its directors, officers, and other employees or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both. In addition, if a court were to find this exclusive forum provision to be inapplicable or unenforceable in a particular action, we may incur additional costs associated with resolving the action in another jurisdiction, which could have a material adverse effect on our financial condition and results of operations.
There may be a limited trading market in our shares of common stock, which would hinder your ability to sell our common stock and may lower the market price of our common stock.
We expect that our common stock will be listed on the Nasdaq Capital Market under the symbol FSEA upon the completion of the conversion and stock offering. 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. 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 completion of the conversion and stock offering and may have an adverse impact on the price at which the common stock can be sold.
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You may not revoke your decision to purchase First Seacoast Bancorp, Inc. common stock in the subscription offering or any community offering 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 offering and in any community offering will be held by us until the completion or termination of the conversion and stock offering, including any extension of the expiration date and consummation of any syndicated community offering. Because completion of the conversion and stock offering will be subject to regulatory approvals and an update of the independent appraisal prepared by Feldman Financial Advisors, Inc., among other factors, there may be one or more delays in completing the conversion and stock offering. Orders submitted in the subscription offering and in any community offering are irrevocable, and purchasers will have no access to their funds unless the stock offering is terminated, or extended beyond ________, 2023, or the number of shares to be sold in the stock offering is increased to more than 3,795,000 shares or decreased to less than 2,805,000 shares.
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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
The summary information presented below at each date or for each of the periods presented is derived in part from the consolidated financial statements of First Seacoast Bancorp. The financial condition data at December 31, 2021 and 2020 and the operating data for the years ended December 31, 2021 and 2020 were derived from the audited consolidated financial statements of First Seacoast Bancorp included elsewhere in this prospectus. The information at June 30, 2022 and for the six months ended June 30, 2022 and 2021 is unaudited and reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Such adjustments are the only adjustments included in the interim data. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results of operations for the entire year or for any other interim period. The following information is only a summary, and should be read in conjunction with the consolidated financial statements and related notes of First Seacoast Bancorp beginning on page F-1 of this prospectus.
At or For the Six Months Ended June 30, | At or For the Year Ended December 31, |
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2022 | 2021 | 2021 | 2020 | |||||||||||||
(In thousands, except per share data) |
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Selected Financial Condition Data: |
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Total assets |
$ | 510,246 | $ | 478,234 | $ | 487,074 | $ | 443,062 | ||||||||
Total loans |
385,601 | 376,459 | 376,641 | 368,142 | ||||||||||||
Total deposits |
387,868 | 370,371 | 393,243 | 327,381 | ||||||||||||
Total borrowings |
64,250 | 43,271 | 29,462 | 52,322 | ||||||||||||
Total stockholders equity |
51,872 | 59,950 | 60,468 | 58,861 | ||||||||||||
Book value per share |
8.55 | 9.97 | 9.88 | 9.72 | ||||||||||||
Selected Operating Data: |
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Interest and dividend income |
$ | 7,922 | $ | 7,813 | $ | 15,495 | $ | 15,850 | ||||||||
Interest expense |
391 | 512 | 1,235 | 3,174 | ||||||||||||
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Net interest and dividend income |
7,531 | 7,301 | 14,260 | 12,676 | ||||||||||||
Provision for loan losses |
60 | 85 | 205 | 480 | ||||||||||||
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Net interest and dividend income after provision for loan losses |
7,471 | 7,216 | 14,055 | 12,196 | ||||||||||||
Non-interest income |
840 | 1,379 | 2,249 | 2,046 | ||||||||||||
Non-interest expense |
7,615 | 6,425 | 13,082 | 13,187 | ||||||||||||
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Income before income tax expense (benefit) |
696 | 2,170 | 3,222 | 1,055 | ||||||||||||
Income tax expense (benefit) |
124 | 429 | 601 | (24 | ) | |||||||||||
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Net income |
$ | 572 | $ | 1,741 | $ | 2,621 | $ | 1,079 | ||||||||
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Share Data: |
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Average shares outstanding, basic |
5,771,234 | 5,827,589 | 5,817,509 | 5,865,098 | ||||||||||||
Average shares outstanding, diluted |
5,790,723 | 5,827,589 | 5,817,509 | 5,865,098 | ||||||||||||
Total shares outstanding |
6,064,891 | 6,016,022 | 6,123,337 | 6,058,024 | ||||||||||||
Basic earnings per share |
$ | 0.10 | $ | 0.30 | $ | 0.45 | $ | 0.18 | ||||||||
Diluted earnings per share |
$ | 0.10 | $ | 0.30 | $ | 0.45 | $ | 0.18 |
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At or For the Six Months Ended June 30, |
At or For the Year Ended December 31, |
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2022 | 2021 | 2021 | 2020 | |||||||||||||
Performance Ratios (1): |
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Return on average assets (2) |
0.23 | % | 0.75 | % | 0.55 | % | 0.24 | % | ||||||||
Return on average stockholders equity (3) |
2.02 | % | 5.86 | % | 4.38 | % | 1.85 | % | ||||||||
Interest rate spread (4) |
3.03 | % | 3.13 | % | 2.94 | % | 2.65 | % | ||||||||
Net interest margin (5) |
3.10 | % | 3.22 | % | 3.04 | % | 2.88 | % | ||||||||
Non-interest expenses as a percent of average assets |
3.05 | % | 2.76 | % | 2.73 | % | 2.91 | % | ||||||||
Efficiency ratio (6) |
90.97 | % | 74.02 | % | 79.24 | % | 89.57 | % | ||||||||
Average interest-earning assets as a percent of average interest-bearing liabilities |
141.11 | % | 135.52 | % | 139.51 | % | 131.48 | % | ||||||||
Average stockholders equity as a percent of average assets (7) |
11.36 | % | 12.74 | % | 12.48 | % | 12.91 | % | ||||||||
Capital Ratios (First Seacoast Bank Only): |
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Total capital (to risk-weighted assets) |
16.70 | % | 18.15 | % | 17.87 | % | 17.92 | % | ||||||||
Tier 1 capital (to risk-weighted assets) |
15.56 | % | 16.94 | % | 16.63 | % | 16.72 | % | ||||||||
Common equity Tier 1 capital (to risk-weighted assets) |
15.56 | % | 16.94 | % | 16.63 | % | 16.72 | % | ||||||||
Tier 1 capital (to average assets) |
10.01 | % | 10.46 | % | 9.92 | % | 10.59 | % | ||||||||
Asset Quality Ratios: |
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Allowance for loan losses as a percent of total loans |
0.95 | % | 0.92 | % | 0.95 | % | 0.91 | % | ||||||||
Allowance for loan losses as a percent of non-performing loans |
605.32 | % | NA | 428.91 | % | 378.05 | % | |||||||||
Net recoveries (charge-offs) as a percent of average outstanding loans during the period |
| 0.02 | % | 0.01 | % | | ||||||||||
Non-performing loans as a percent of total loans |
0.16 | % | NA | 0.22 | % | 0.24 | % | |||||||||
Non-performing loans as a percent of total assets |
0.12 | % | NA | 0.17 | % | 0.20 | % | |||||||||
Non-performing assets as a percent of total assets |
0.12 | % | NA | 0.17 | % | 0.20 | % | |||||||||
Other Data: |
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Number of offices |
5 | 5 | 5 | 5 | ||||||||||||
Number of full-time equivalent employees |
83 | 77 | 81 | 78 |
(1) | Performance ratios for the six months ended June 30, 2022 and 2021 are annualized. |
(2) | Represents net income divided by average total assets. |
(3) | Represents net income divided by average stockholders equity. |
(4) | Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities. |
(5) | Represents net interest income divided by average interest-earning assets. |
(6) | Represents non-interest expense divided by the sum of net interest and dividend income and non-interest income. |
(7) | Represents average stockholders equity divided by average total assets. |
31
This prospectus contains forward-looking statements, which can be identified by the use of words such as estimate, project, believe, intend, anticipate, plan, seek, expect, will, would, should, could or may, and words of similar meaning. These forward-looking statements include, but are not limited to:
| statements of our goals, intentions and expectations; |
| statements regarding our business plans, prospects, growth and operating strategies; |
| statements regarding the quality of our loan and investment portfolios; and |
| estimates of our risks and future costs and benefits. |
These forward-looking statements are based on current beliefs and expectations of our management 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.
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:
| general economic conditions, either nationally or in our market areas, that are worse than expected including as a result of employment levels and labor shortages, and the effects of inflation, a potential recession or slowed economic growth caused by supply chain disruptions or otherwise; |
| the extent, severity or duration of the COVID-19 pandemic on us and on our customers, employees and third-party service providers; |
| 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; |
| our ability to access cost-effective funding; |
| fluctuations in real estate values and both residential and commercial real estate market conditions; |
| demand for loans and deposits in our market area; |
| our ability to implement and change our business strategies; |
| competition among depository and other financial institutions; |
| 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 prepayments on loans we have made and make; |
| adverse changes in the securities or secondary mortgage markets; |
| changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements and insurance premiums; |
| changes in the quality or composition of our loan or investment portfolios; |
| technological changes that may be more difficult or expensive than expected; |
| the inability of third-party providers to perform as expected; |
| our ability to manage market risk, credit risk and operational risk in the current economic environment; |
| our ability to enter new markets successfully and capitalize on growth opportunities; |
32
| 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; |
| changes in consumer spending, borrowing and savings habits; |
| 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; |
| our ability to retain key employees; |
| our compensation expense associated with equity allocated or awarded to our employees; and |
| changes in the financial condition, results of operations or future prospects of issuers of securities that we own. |
Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. See Risk Factors beginning on page 17. Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.
33
HOW WE INTEND TO USE THE PROCEEDS FROM THE STOCK OFFERING
Although we cannot determine what the actual net proceeds will be from the sale of the shares of common stock by First Seacoast Bancorp, Inc. in the stock offering until the stock offering is completed, we anticipate that the net proceeds will be between $26.5 million and $36.3 million.
We intend to use the net proceeds as follows:
Based Upon the Sale at $10.00 Per Share of: | ||||||||||||||||||||||||
2,805,000 Shares | 3,300,000 Shares | 3,795,000 Shares | ||||||||||||||||||||||
Amount |
Percent of Net Proceeds |
Amount | Percent of Net Proceeds |
Amount | Percent of Net Proceeds |
|||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Gross offering proceeds |
$ | 28,050 | $ | 33,000 | $ | 37,950 | ||||||||||||||||||
Less: offering expenses |
(1,597 | ) | (1,627 | ) | (1,677 | ) | ||||||||||||||||||
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Net offering proceeds |
$ | 26,453 | 100.0 | % | $ | 31,373 | 100.0 | % | $ | 36,273 | 100.0 | % | ||||||||||||
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Distribution of net proceeds: |
||||||||||||||||||||||||
To First Seacoast Bank |
$ | 13,227 | 50.0 | % | $ | 15,687 | 50.0 | % | $ | 18,137 | 50.0 | % | ||||||||||||
To fund loan to employee stock ownership plan |
$ | 2,244 | 8.5 | % | $ | 2,640 | 8.4 | % | $ | 3,036 | 8.4 | % | ||||||||||||
Retained by First Seacoast Bancorp, Inc. |
$ | 10,982 | 41.5 | % | $ | 13,046 | 41.6 | % | $ | 15,100 | 41.6 | % |
Payments for shares of common stock made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will reduce First Seacoast Banks deposits. The net proceeds may vary because total expenses relating to the stock offering may be more or less than our estimates. For example, our expenses would increase if all shares were not sold in the subscription offering and a portion of the shares were sold in a community offering or a syndicated community offering.
First Seacoast Bancorp, Inc. may use the proceeds it retains from the stock offering:
| to invest in securities; |
| to repurchase shares of its common stock; |
| to pay cash dividends to stockholders; |
| to finance the potential acquisition of financial institutions or financial services companies, although we do not currently have any agreements or understandings regarding any specific acquisition transaction; and |
| for other general corporate purposes. |
See Our Dividend Policy for a discussion of our expected dividend policy following the completion of the conversion and stock offering. Under current federal regulations, we may not repurchase shares of our common stock during the first year following the completion of the conversion and stock offering, except when extraordinary circumstances exist and with prior regulatory approval, or except to fund the granting of restricted stock awards (which would require notification to the Federal Reserve Board) or tax-qualified employee stock benefit plans.
First Seacoast Bank may use the net proceeds it receives from the stock offering:
| to fund new loans; |
34
| to invest in securities; |
| to reduce wholesale borrowings; |
| to enhance existing products and services, hire additional employees and support growth and the development of new products and services; |
| to expand its banking franchise by establishing or acquiring new branches or by acquiring other financial institutions or other financial services companies as opportunities arise, although we do not currently have any understandings or agreements to acquire a financial institution or other entity; and |
| for other general corporate purposes. |
Initially, a substantial portion of the net proceeds will be invested in short-term investments, investment-grade debt obligations and mortgage-backed securities. We have not determined specific amounts of the net proceeds that would be used for the purposes described above. The use of the proceeds outlined above may change based on many factors, including, but not limited to, changes in interest rates, equity markets, laws and regulations affecting the financial services industry, the attractiveness of potential acquisitions to expand our operations, and overall market conditions. The use of the proceeds may also change depending on our ability to receive regulatory approval to establish new branches or acquire other financial institutions.
We expect our return on equity to be low until we are able to reinvest effectively the additional capital raised in the stock offering. Until we can increase our net interest income and noninterest income, we expect our return on equity to be below the industry average, which may negatively affect the value of our common stock. See Risk Factors Risks Related to the Stock Offering Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.
Following completion of the conversion and stock offering, our board of directors will have the authority to declare dividends on our shares of common stock, subject to our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. However, no decision has been made with respect to the amount, if any, and timing of any dividend payments. We cannot assure you that we will pay dividends in the future, or that any such dividends will not be reduced or eliminated in the future.
First Seacoast Bancorp, Inc. will not be permitted to pay dividends on its common stock if its stockholders equity would be reduced below the amount of the liquidation account established by First Seacoast Bancorp, Inc. in connection with the conversion and stock offering. The source of dividends will depend on the net proceeds retained by First Seacoast Bancorp, Inc. and earnings thereon, and dividends from First Seacoast Bank. In addition, First Seacoast Bancorp, Inc. will be subject to state law limitations and federal bank regulatory policy on the payment of dividends. Maryland law generally limits dividends if the corporation would not be able to pay its debts in the usual course of business after giving effect to the dividend or if the corporations total assets would be less than the corporations total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to those receiving the distribution.
After the completion of the conversion and stock offering, First Seacoast Bank will not be permitted to pay dividends on its capital stock owned by First Seacoast Bancorp, Inc., its sole stockholder, if First Seacoast Banks stockholders equity would be reduced below the amount of the liquidation account established in connection with the conversion and stock offering. In addition, First Seacoast Bank will not be permitted to make a capital distribution if, after making such distribution, it would be undercapitalized under applicable regulation. First Seacoast Bank must file an application with the Federal Reserve Board for approval of a capital distribution if the total capital distributions for the applicable calendar year exceed the sum of its net income for that year to date plus
35
its retained net income for the preceding two years, or it would not be at least adequately capitalized following the distribution.
Any payment of dividends by First Seacoast Bank to First Seacoast Bancorp, Inc. that would be deemed to be drawn from First Seacoast Banks bad debt reserves established before 1988, if any, would require a payment of taxes at the then-current tax rate by First Seacoast Bank on the amount of earnings deemed to be removed from the pre-1988 bad debt reserves for such distribution. First Seacoast Bank does not intend to make any distribution that would create such a federal tax liability. See The Conversion and Stock Offering Liquidation Rights. For further information concerning additional federal law and regulations regarding the ability of First Seacoast Bank to make capital distributions, including the payment of dividends to First Seacoast Bancorp, Inc., see Taxation Federal Taxation.
We intend to file a consolidated federal tax return with First Seacoast Bank. Accordingly, it is anticipated that any cash distributions we make to our stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal tax purposes. Additionally, during the three-year period following the conversion and stock offering, we will not be permitted to make any capital distribution to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.
First Seacoast Bancorps common stock is currently listed on the Nasdaq Capital Market under the symbol FSEA. Upon completion of the conversion and stock offering, we expect the shares of common stock of First Seacoast Bancorp, Inc. will also be listed on the Nasdaq Capital Market under the symbol FSEA. In order to list our stock on the Nasdaq Capital Market, we are required to have at least three broker-dealers who will make a market in our common stock. As of June 30, 2022, First Seacoast Bancorp had 23 registered market makers in its common stock. First Seacoast Bancorp has never paid dividends.
At the close of business on June 30, 2022, there were 6,064,891 shares of First Seacoast Bancorp common stock outstanding, of which 2,718,966 shares were publicly held shares (shares held by stockholders other than First Seacoast Bancorp, MHC), and approximately 192 stockholders of record (excluding stockholders who hold shares in street name through a broker).
On August 11, 2022, the business day immediately preceding the public announcement of the conversion and stock offering, the closing price of First Seacoast Bancorp common stock was $9.75 per share, as reported by the Nasdaq Stock Market. On November ____, 2022, the most recent practicable date before the printing of this prospectus, the closing price of First Seacoast Bancorp common stock was $___ per share, as reported by the Nasdaq Stock Market. On the effective date of the conversion and stock offering, all publicly held shares of First Seacoast Bancorp common stock, including shares of common stock owned by our officers and directors, will be converted automatically into and become the right to receive a number of shares of First Seacoast Bancorp, Inc. common stock determined pursuant to the exchange ratio. See The Conversion and Stock Offering Share Exchange Ratio for Current Stockholders. The prices disclosed in the above tables reflect actual prices and have not been adjusted to reflect the exchange ratio. See Beneficial Ownership of Common Stock.
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HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE
At June 30, 2022, First Seacoast Bank exceeded all of the applicable regulatory capital requirements and was considered well capitalized. The table below sets forth the historical equity capital and regulatory capital of First Seacoast Bank at June 30, 2022, and the pro forma equity capital and regulatory capital of First Seacoast Bank after giving effect to the sale of shares of common stock at $10.00 per share. The table also compares historical and pro forma capital levels to those required to be considered well capitalized. The table assumes that First Seacoast Bank receives 50% of the net offering proceeds. See How We Intend to Use the Proceeds from the Stock Offering.
First Seacoast Bank Pro Forma at June 30, 2022 Based Upon the Sale in the Stock Offering of: |
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First Seacoast Bank Historical at June 30, 2022 |
2,805,000 Shares | 3,300,000 Shares | 3,795,000 Shares | |||||||||||||||||||||||||||||
Amount |
Percent of Assets |
Amount | Percent of Assets |
Amount | Percent of Assets |
Amount | Percent of Assets |
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(Dollars in thousands) | ||||||||||||||||||||||||||||||||
Equity |
$ | 42,675 | 8.36 | % | $ | 50,575 | 9.60 | % | $ | 52,441 | 9.91 | % | $ | 54,297 | 10.21 | % | ||||||||||||||||
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Tier 1 leverage capital (1)(2) |
$ | 50,373 | 10.01 | % | $ | 58,273 | 11.22 | % | $ | 60,139 | 11.52 | % | $ | 61,995 | 11.81 | % | ||||||||||||||||
Tier 1 leverage requirement |
25,159 | 5.00 | 25,974 | 5.00 | 26,107 | 5.00 | 26,240 | 5.00 | ||||||||||||||||||||||||
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Excess |
$ | 25,214 | 5.01 | % | $ | 32,299 | 6.22 | % | $ | 34,032 | 6.52 | % | $ | 35,755 | 6.81 | % | ||||||||||||||||
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Tier 1 risk-based capital (1)(2) |
$ | 50,373 | 15.56 | % | $ | 58,273 | 17.82 | % | $ | 60,139 | 18.36 | % | $ | 61,995 | 18.90 | % | ||||||||||||||||
Tier 1 risk-based requirement |
25,897 | 8.00 | 26,158 | 8.00 | 26,201 | 8.00 | 26,243 | 8.00 | ||||||||||||||||||||||||
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Excess |
$ | 24,476 | 7.56 | % | $ | 32,115 | 9.82 | % | $ | 33,938 | 10.36 | % | $ | 35,752 | 10.90 | % | ||||||||||||||||
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Total risk-based capital (1)(2) |
$ | 54,064 | 16.70 | % | $ | 61,964 | 18.95 | % | $ | 63,830 | 19.49 | % | $ | 65,686 | 20.02 | % | ||||||||||||||||
Total risk-based requirement |
32,372 | 10.00 | 32,698 | 10.00 | 32,751 | 10.00 | 32,804 | 10.00 | ||||||||||||||||||||||||
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Excess |
$ | 21,692 | 6.70 | % | $ | 29,266 | 8.95 | % | $ | 31,079 | 9.49 | % | $ | 32,882 | 10.02 | % | ||||||||||||||||
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Common equity tier 1 risk-based capital (1)(2) |
$ | 50,373 | 15.56 | % | $ | 58,273 | 17.82 | % | $ | 60,139 | 18.36 | % | $ | 61,995 | 18.90 | % | ||||||||||||||||
Common equity tier 1 |
21,042 | 6.50 | 21,254 | 6.50 | 21,288 | 6.50 | 21,323 | 6.50 | ||||||||||||||||||||||||
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Excess |
$ | 29,331 | 9.06 | % | $ | 37,019 | 11.32 | % | $ | 38,851 | 11.86 | % | $ | 40,672 | 12.40 | % | ||||||||||||||||
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Reconciliation of capital infused into First Seacoast Bank: |
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Net proceeds |
|
$ | 13,227 | $ | 15,687 | $ | 18,137 | |||||||||||||||||||||||||
Less: Common stock acquired by stock-based benefit plan |
|
(1,122 | ) | (1,320 | ) | (1,518 | ) | |||||||||||||||||||||||||
Less: Common stock acquired by employee stock ownership plan |
|
(2,244 | ) | (2,640 | ) | (3,036 | ) | |||||||||||||||||||||||||
Less: Cost to withdraw from defined benefit pension plan (3) |
|
(1,961 | ) | (1,961 | ) | (1,961 | ) | |||||||||||||||||||||||||
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Pro forma increase |
|
$ | 7,900 | $ | 9,766 | $ | 11,622 | |||||||||||||||||||||||||
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(1) | 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. |
(2) | Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk weighting. |
(3) | Estimated after-tax expense associated with any potential withdrawal from the defined benefit pension plan. Based on an estimate provided by the plan administrator provided in August 2022, the estimated pre-tax withdrawal cost is approximately $2.5 million. The actual withdrawal cost will not be known until the withdrawal date, which is anticipated to be during the first quarter of 2023. The actual withdrawal cost may differ materially from the estimated amount. |
37
The following table presents the historical consolidated capitalization of First Seacoast Bancorp at June 30, 2022 and the pro forma consolidated capitalization of First Seacoast Bancorp, Inc. after giving effect to the conversion and stock offering based upon the assumptions set forth in the Pro Forma Data section.
First Seacoast Bancorp Historical at June 30, 2022 |
First Seacoast Bancorp, Inc. Pro Forma at June 30, 2022, Based Upon the Sale at $10.00 Per Share of: |
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2,805,000 Shares | 3,300,000 Shares | 3,795,000 Shares | ||||||||||||||
(Dollars in thousands) | ||||||||||||||||
Deposits (1) |
$ | 387,868 | $ | 387,868 | $ | 387,868 | $ | 387,868 | ||||||||
Borrowed funds |
64,250 | 64,250 | 64,250 | 64,250 | ||||||||||||
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Total deposits and borrowed funds |
$ | 452,118 | $ | 452,118 | $ | 452,118 | $ | 452,118 | ||||||||
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Stockholders equity: |
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Preferred stock, $0.01 par value, 10,000,000 shares authorized (post-conversion) (2) |
| | | | ||||||||||||
Common stock, $0.01 par value, 90,000,000 shares authorized (post-conversion); shares to be issued as reflected (2) (3) |
62 | 51 | 60 | 69 | ||||||||||||
Additional paid-in capital (2) |
26,785 | 53,249 | 58,160 | 63,051 | ||||||||||||
First Seacoast Bancorp, MHC capital contribution |
| 100 | 100 | 100 | ||||||||||||
Retained earnings (4) |
37,385 | 35,424 | 35,424 | 35,424 | ||||||||||||
Accumulated other comprehensive loss |
(8,083 | ) | (8,083 | ) | (8,083 | ) | (8,083 | ) | ||||||||
Treasury stock, at cost |
(1,371 | ) | (1,371 | ) | (1,371 | ) | (1,371 | ) | ||||||||
Unearned employee stock ownership plan shares |
(2,906 | ) | (2,906 | ) | (2,906 | ) | (2,906 | ) | ||||||||
Common stock to be acquired by employee stock ownership plan (5) |
| (2,244 | ) | (2,640 | ) | (3,036 | ) | |||||||||
Common stock to be acquired by stock-based benefit plan (6) |
| (1,122 | ) | (1,320 | ) | (1,518 | ) | |||||||||
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Total stockholders equity |
$ | 51,872 | $ | 73,098 | $ | 77,424 | $ | 81,730 | ||||||||
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Pro Forma Shares Outstanding |
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Shares offered for sale |
| 2,805,000 | 3,300,000 | 3,795,000 | ||||||||||||
Exchange shares issued |
| 2,272,492 | 2,673,520 | 3,074,548 | ||||||||||||
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Total shares outstanding |
| 5,077,492 | 5,973,520 | 6,869,548 | ||||||||||||
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Total stockholders equity as a percentage of total assets |
10.17 | % | 13.75 | % | 14.45 | % | 15.13 | % | ||||||||
Tangible equity as a percentage of tangible assets |
10.11 | % | 13.70 | % | 14.40 | % | 15.08 | % |
(1) | Does not reflect withdrawals from deposit accounts to purchase shares of common stock in the conversion and stock offering. These withdrawals would reduce pro forma deposits and assets by the amount of the withdrawals. |
(2) | First Seacoast Bancorp currently has 90,000,000 authorized shares of common stock, $0.01 par value per share, and 10,000,000 authorized shares of preferred stock, par value $0.01 per share. On a pro forma basis, common stock and additional paid-in capital are revised to reflect the number of shares of First Seacoast Bancorp, Inc. common stock to be outstanding after the completion of the conversion and stock offering. |
(3) | No effect has been given to the issuance of additional shares of First Seacoast Bancorp, Inc. common stock pursuant to the exercise of options under one or more stock-based benefit plans. If the plans are implemented within the first year after the closing of the stock offering, an amount up to 10% of the shares of First Seacoast Bancorp, Inc. common stock sold in the stock offering will be reserved for issuance upon the exercise of options under the plans. At June 30, 2022, there were no outstanding stock options to acquire First Seacoast Bancorp common stock. See Management. |
(4) | The retained earnings of First Seacoast Bank will be substantially restricted after the conversion and stock offering. See The Conversion and Stock Offering Liquidation Rights and Supervision and Regulation Federal Banking Regulation Capital Distributions. Pro forma retained earnings of First Seacoast Bancorp, Inc. takes into account the estimated after-tax expense associated with any potential withdrawal from the defined benefit pension plan. Based on an estimate provided by the plan administrator in August 2022, the estimated pre-tax withdrawal cost is approximately $2.5 million. The actual withdrawal cost will not be known until the withdrawal date, which is anticipated to be during the first quarter of 2023. The actual withdrawal cost may differ materially from the estimated amount. |
(5) | Assumes that 8% of the shares sold in the stock offering will be acquired by the employee stock ownership plan financed by a loan from First Seacoast Bancorp, Inc. The loan will be repaid principally from First Seacoast Bancorp, Inc.s contributions to the employee stock ownership plan. Since First Seacoast Bancorp, Inc. will finance the employee stock ownership plan debt, the debt |
38
will be eliminated through consolidation and no liability will be reflected on First Seacoast Bancorp, Inc.s consolidated financial statements. Accordingly, the amount 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 4% of the shares of common stock to be sold in the stock offering will be purchased for grant by one or more stock-based benefit plans. The funds to be used by such plans to purchase the shares will be provided by First Seacoast Bancorp, Inc. The dollar amount of common stock to be purchased is based on the $10.00 per share purchase price in the stock offering and represents unearned compensation. This amount does not reflect possible increases or decreases in the value of common stock relative to the purchase price in the stock offering. First Seacoast Bancorp, Inc. will accrue compensation expense to reflect the vesting of shares pursuant to such stock-based benefit plans and will credit capital in an amount equal to the charge to operations. Implementation of such plans will require stockholder approval. |
39
The following tables summarize historical data of First Seacoast Bancorp and pro forma data of First Seacoast Bancorp, Inc. at and for the six months ended June 30, 2022 and at and for the year ended December 31, 2021. This information is based on assumptions set forth below and in the tables 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 and stock offering.
The estimated net proceeds disclosed in the tables are based upon the following assumptions:
(i) | all of the shares of common stock will be sold in the subscription offering; |
(ii) | our employee stock ownership plan will purchase 8% of the shares of common stock sold in the stock offering with a loan from First Seacoast Bancorp, Inc. The existing loan obligation of our employee stock ownership plan, equal to $2.1 million at June 30, 2022, will be combined with the new loan. The combined loan will be repaid in substantially equal payments of principal and interest (at the prime rate of interest, as may be adjusted annually) over 25 years. Interest income that we earn on the loan will offset the interest paid by First Seacoast Bank. The effect on earnings for the employee stock ownership plan is the cost of amortizing the combined loan over 25 years, net of historical expense for the period; |
(iii) | we will pay Keefe, Bruyette & Woods, Inc. a management fee of $30,000 plus a fee of 1.0% of the aggregate purchase price of the shares sold in the subscription offering; and |
(iv) | total expenses of the stock offering, other than the fees and commissions to be paid to Keefe, Bruyette & Woods, Inc. and any other broker-dealers, will be $1.3 million. |
The data for stockholders equity and stockholders equity per share presented in the following tables takes into account the estimated after-tax expense associated with any potential withdrawal from the defined benefit pension plan. See footnote 4 to the tables.
We calculated pro forma consolidated net income for each period as if the estimated net proceeds we received had been invested at the beginning of the period at an assumed interest rate of 3.01% (2.41% on an after-tax basis). This represents the yield on the five-year U.S. Treasury Note at June 30, 2022, which, in light of current market interest rates, we consider to reflect more accurately the pro forma reinvestment rate than the arithmetic average of the weighted average yield earned on our interest earning assets and the weighted average rate paid on our deposits, which is the reinvestment rate federal regulations require that we assume in presenting pro forma data.
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 consolidated net income and stockholders equity by the indicated number of shares of common stock. For pro forma earnings per share 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 as if the shares of common stock were outstanding at the beginning of the period, but we did not adjust per share historical or pro forma stockholders equity to reflect the earnings on the estimated net proceeds.
40
The pro forma data gives effect to the implementation of one or more stock-based benefit plans. We have assumed that stock-based benefit plans will acquire for restricted stock awards a number of shares of common stock equal to 4% of the shares of common stock sold in the stock offering at the same price for which they were sold in the stock offering. We have assumed that awards of common stock granted under such plans vest over a five-year period.
We also have assumed that options will be granted under stock-based benefit plans to acquire shares of common stock equal to 10% of the shares of common stock sold in the stock offering. In preparing the tables below, we 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 $3.99 for each option.
We may grant options and award shares of common stock under one or more stock-based benefit plans in excess of 10% and 4%, respectively, of the shares of common stock sold in the stock offering and that vest sooner than over a five-year period if the stock-based benefit plans are adopted more than one year following the completion of the stock offering.
As discussed under How We Intend to Use the Proceeds from the Stock Offering, we intend to contribute 50% of the net proceeds from the stock offering to First Seacoast Bank, and we will retain the remainder of the net proceeds from the stock offering. We will use a portion of the proceeds we retain to fund a loan to the employee stock ownership plan and retain the rest of the proceeds for future use.
The pro forma data does not give effect to:
| withdrawals from deposit accounts to purchase shares of common stock in the stock offering; |
| our results of operations after the stock offering; or |
| changes in the market price of the shares of common stock after the stock offering. |
The following pro forma data may not be representative of the financial effects of the stock offering at the dates on which the stock offering actually occurs, and should not be taken as indicative of future results of operations. Pro forma consolidated stockholders equity represents the difference between the stated amounts of our assets and liabilities. The pro forma stockholders equity is not intended to represent the fair market value of the shares of common stock and may be different than the amounts that would be available for distribution to stockholders if we liquidated. Moreover, pro forma stockholders equity per share does not give effect to the liquidation accounts to be established in connection with the conversion and stock offering or, in the unlikely event of a liquidation of First Seacoast Bank, to the tax effect of the recapture of the bad debt reserve. See The Conversion and Stock Offering Liquidation Rights.
41
At or for the Six Months Ended June 30, 2022, Based Upon the Sale at $10.00 Per Share of: |
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2,805,000 Shares |
3,300,000 Shares | 3,795,000 Shares | ||||||||||
(Dollars in thousands, except per share amounts) | ||||||||||||
Gross proceeds of stock offering |
$ | 28,050 | $ | 33,000 | $ | 37,950 | ||||||
Market value of shares issued in the exchange |
22,725 | 26,735 | 30,745 | |||||||||
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Pro forma market capitalization |
$ | 50,775 | $ | 59,735 | $ | 68,695 | ||||||
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Gross proceeds of stock offering |
$ | 28,050 | $ | 33,000 | $ | 37,950 | ||||||
Estimated expenses |
(1,597 | ) | (1,627 | ) | (1,677 | ) | ||||||
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Estimated net proceeds |
26,453 | 31,373 | 36,273 | |||||||||
Assets received from First Seacoast Bancorp, MHC |
100 | 100 | 100 | |||||||||
Common stock purchased by employee stock ownership plan |
(2,244 | ) | (2,640 | ) | (3,036 | ) | ||||||
Common stock purchased by stock-based benefit plans |
(1,122 | ) | (1,320 | ) | (1,518 | ) | ||||||
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Estimated net proceeds, as adjusted |
$ | 23,187 | $ | 27,513 | $ | 31,819 | ||||||
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For the Six Months Ended June 30, 2022 | ||||||||||||
Consolidated net earnings: |
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Historical |
$ | 572 | $ | 572 | $ | 572 | ||||||
Income on adjusted net proceeds |
279 | 331 | 383 | |||||||||
Employee stock ownership plan (1) |
(36 | ) | (42 | ) | (49 | ) | ||||||
Stock awards (2) |
(90 | ) | (106 | ) | (121 | ) | ||||||
Stock options (3) |
(106 | ) | (125 | ) | (144 | ) | ||||||
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Pro forma net income |
$ | 619 | $ | 630 | $ | 641 | ||||||
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Earnings per share (5): |
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Historical |
$ | 0.12 | $ | 0.10 | $ | 0.09 | ||||||
Income on adjusted net proceeds |
0.06 | 0.06 | 0.06 | |||||||||
Employee stock ownership plan (1) |
(0.01 | ) | (0.01 | ) | (0.01 | ) | ||||||
Stock awards (2) |
(0.02 | ) | (0.02 | ) | (0.02 | ) | ||||||
Stock options (3) |
(0.02 | ) | (0.02 | ) | (0.02 | ) | ||||||
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Pro forma earnings per share (5) |
$ | 0.13 | $ | 0.11 | $ | 0.10 | ||||||
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Offering price to pro forma net earnings per share |
38.46 | x | 45.45 | x | 50.00 | x | ||||||
Number of shares used in earnings per share calculations |
4,691,551 | 5,519,471 | 6,347,390 | |||||||||
At June 30, 2022 | ||||||||||||
Stockholders equity: |
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Historical |
$ | 51,872 | $ | 51,872 | $ | 51,872 | ||||||
Estimated net proceeds |
26,453 | 31,373 | 36,273 | |||||||||
Equity increase from First Seacoast Bancorp, MHC |
100 | 100 | 100 | |||||||||
Common stock acquired by employee stock ownership plan (1) |
(2,244 | ) | (2,640 | ) | (3,036 | ) | ||||||
Common stock acquired by stock-based benefit plans (2) |
(1,122 | ) | (1,320 | ) | (1,518 | ) | ||||||
Cost to withdraw from defined benefit pension plan (4) |
(1,961 | ) | (1,961 | ) | (1,961 | ) | ||||||
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Pro forma stockholders equity (6) |
$ | 73,098 | $ | 77,424 | $ | 81,730 | ||||||
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Intangible assets |
$ | 316 | $ | 316 | $ | 316 | ||||||
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Pro forma tangible stockholders equity (6) |
$ | 72,782 | $ | 77,108 | $ | 81,414 | ||||||
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Stockholders equity per share (7): |
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Historical |
$ | 10.22 | $ | 8.68 | $ | 7.55 | ||||||
Estimated net proceeds |
5.21 | 5.25 | 5.28 | |||||||||
Equity increase from First Seacoast Bancorp, MHC |
0.02 | 0.02 | 0.02 | |||||||||
Common stock acquired by employee stock ownership plan (1) |
(0.44 | ) | (0.44 | ) | (0.44 | ) | ||||||
Common stock acquired by stock-based benefit plans (2) |
(0.22 | ) | (0.22 | ) | (0.22 | ) | ||||||
Cost to withdraw from defined benefit pension plan (4) |
(0.39 | ) | (0.33 | ) | (0.28 | ) | ||||||
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Pro forma stockholders equity per share (6) (7) |
$ | 14.40 | $ | 12.96 | $ | 11.90 | ||||||
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Intangible assets |
$ | 0.07 | $ | 0.05 | $ | 0.05 | ||||||
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Pro forma tangible stockholders equity per share (6) (7) |
$ | 14.33 | $ | 12.91 | $ | 11.85 | ||||||
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Offering price as percentage of pro forma stockholders equity per share |
69.44 | % | 77.16 | % | 84.03 | % | ||||||
Offering price as percentage of pro forma tangible stockholders equity per share |
69.78 | % | 77.46 | % | 84.39 | % | ||||||
Number of shares outstanding for pro forma book value per share calculations |
5,077,492 | 5,973,520 | 6,869,548 |
(footnotes begin on second following page)
42
At or for the Year Ended December 31, 2021, Based upon the Sale at $10.00 Per Share of: |
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2,805,000 Shares |
3,300,000 Shares | 3,795,000 Shares | ||||||||||
(Dollars in thousands, except per share amounts) | ||||||||||||
Gross proceeds of stock offering |
$ | 28,050 | $ | 33,000 | $ | 37,950 | ||||||
Market value of shares issued in the exchange |
22,725 | 26,735 | 30,745 | |||||||||
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Pro forma market capitalization |
$ | 50,775 | $ | 59,735 | $ | 68,695 | ||||||
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Gross proceeds of stock offering |
$ | 28,050 | $ | 33,000 | $ | 37,950 | ||||||
Estimated expenses |
(1,597 | ) | (1,627 | ) | (1,677 | ) | ||||||
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Estimated net proceeds |
26,453 | 31,373 | 36,273 | |||||||||
Assets received from First Seacoast Bancorp, MHC |
100 | 100 | 100 | |||||||||
Common stock purchased by employee stock ownership plan |
(2,244 | ) | (2,640 | ) | (3,036 | ) | ||||||
Common stock purchased by stock-based benefit plans |
(1,122 | ) | (1,320 | ) | (1,518 | ) | ||||||
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Estimated net proceeds, as adjusted |
$ | 23,187 | $ | 27,513 | $ | 31,819 | ||||||
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For the Year Ended December 31, 2021 | ||||||||||||
Consolidated net earnings: |
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Historical |
$ | 2,621 | $ | 2,621 | $ | 2,621 | ||||||
Income on adjusted net proceeds |
558 | 663 | 766 | |||||||||
Employee stock ownership plan (1) |
(72 | ) | (84 | ) | (97 | ) | ||||||
Stock awards (2) |
(180 | ) | (211 | ) | (243 | ) | ||||||
Stock options (3) |
(213 | ) | (250 | ) | (288 | ) | ||||||
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Pro forma net income |
$ | 2,714 | $ | 2,739 | $ | 2,759 | ||||||
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Earnings per share (5): |
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Historical |
$ | 0.56 | $ | 0.47 | $ | 0.41 | ||||||
Income on adjusted net proceeds |
0.12 | 0.12 | 0.12 | |||||||||
Employee stock ownership plan (1) |
(0.01 | ) | (0.01 | ) | (0.01 | ) | ||||||
Stock awards (2) |
(0.04 | ) | (0.04 | ) | (0.04 | ) | ||||||
Stock options (3) |
(0.05 | ) | (0.04 | ) | (0.05 | ) | ||||||
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Pro forma earnings per share (5) |
$ | 0.58 | $ | 0.50 | $ | 0.43 | ||||||
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Offering price to pro forma net earnings per share |
17.24 | x | 20.00 |
x |
23.26 | x | ||||||
Number of shares used in earnings per share calculations |
4,699,427 | 5,528,737 | 6,358,046 | |||||||||
At December 31, 2021 | ||||||||||||
Stockholders equity: |
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Historical |
$ | 60,468 | $ | 60,468 | $ | 60,468 | ||||||
Estimated net proceeds |
26,453 | 31,373 | 36,273 | |||||||||
Equity increase from First Seacoast Bancorp, MHC |
100 | 100 | 100 | |||||||||
Common stock acquired by employee stock ownership plan (1) |
(2,244 | ) | (2,640 | ) | (3,036 | ) | ||||||
Common stock acquired by stock-based benefit plans (2) |
(1,122 | ) | (1,320 | ) | (1,518 | ) | ||||||
Cost to withdraw from defined benefit pension plan (4) |
(1,961 | ) | (1,961 | ) | (1,961 | ) | ||||||
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Pro forma stockholders equity (7) |
$ | 81,694 | $ | 86,020 | $ | 90,326 | ||||||
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Intangible assets |
$ | 334 | $ | 334 | $ | 334 | ||||||
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Pro forma tangible stockholders equity (7) |
$ | 81,360 | $ | 85,686 | $ | 89,992 | ||||||
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Stockholders equity per share (8): |
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Historical |
$ | 11.91 | $ | 10.12 | $ | 8.80 | ||||||
Estimated net proceeds |
5.21 | 5.25 | 5.28 | |||||||||
Equity increase from First Seacoast Bancorp, MHC |
0.02 | 0.02 | 0.02 | |||||||||
Common stock acquired by employee stock ownership plan (1) |
(0.44 | ) | (0.44 | ) | (0.44 | ) | ||||||
Common stock acquired by stock-based benefit plans (2) |
(0.22 | ) | (0.22 | ) | (0.22 | ) | ||||||
Cost to withdraw from defined benefit pension plan (4) |
(0.39 | ) | (0.33 | ) | (0.28 | ) | ||||||
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Pro forma stockholders equity per share (7) (8) |
$ | 16.09 | $ | 14.40 | $ | 13.15 | ||||||
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Intangible assets |
$ | 0.07 | $ | 0.06 | $ | 0.05 | ||||||
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Pro forma tangible stockholders equity per share (7) (8) |
$ | 16.02 | $ | 14.34 | $ | 13.10 | ||||||
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Offering price as percentage of pro forma stockholders equity per share |
62.15 | % | 69.44 | % | 76.05 | % | ||||||
Offering price as percentage of pro forma tangible stockholders equity per share |
62.42 | % | 69.74 | % | 76.34 | % | ||||||
Number of shares outstanding for pro forma book value per share calculations |
5,077,492 | 5,973,520 | 6,869,548 |
(footnotes begin on following page)
43
(1) | Assumes that 8% of the shares of common stock sold in the stock offering will be purchased by the employee stock ownership plan. For purposes of these tables, the funds used to acquire these shares are assumed to have been borrowed by the employee stock ownership plan from First Seacoast Bancorp, Inc., and the outstanding loan with respect to existing shares of First Seacoast Bancorp held by the employee stock ownership plan will be refinanced and consolidated with the new loan. First Seacoast 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. First Seacoast Banks total annual payments on the employee stock ownership plan debt are based upon 25 equal annual installments of principal and interest. Financial Accounting Standards Board Accounting Standards Codification (ASC) 718-40, Compensation Stock Compensation Employee Stock Ownership Plans (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 First Seacoast Bank, the fair value of the common stock remains equal to the subscription price and the employee stock ownership plan expense reflects an effective combined federal and state tax rate of 20%. 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 4,488, 5,280, and 6,072 shares were committed to be released during the six months ended June 30, 2022 at the minimum, midpoint, and maximum of the offering range, respectively, that 8,976, 10,560, and 12,144 shares were committed to be released during the year ended December 31, 2021 at the minimum, midpoint, and maximum of the offering range, respectively, and in accordance with ASC 718-40, only the employee stock ownership plan shares committed to be released during the period were considered outstanding for net income per share calculations. |
(2) | Assumes that one or more stock-based benefit plans purchase an aggregate number of shares of common stock equal to 4% of the shares to be sold in the stock offering. Stockholder approval of the plans and purchases by the plans may not occur earlier than six months after the completion of the conversion and stock offering. The shares may be acquired directly from First Seacoast 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 First Seacoast Bancorp, Inc. The tables assume that (i) the stock-based benefit plan acquires the shares through open market purchases at $10.00 per share, (ii) 10% of the amount contributed to the plan is amortized as an expense during the six months ended June 30, 2022, (iii) 20% of the amount contributed to the plan is amortized as an expense during the year ended December 31, 2021, and (iv) the plan expense reflects an effective combined federal and state tax rate of 20%. Assuming stockholder approval of the stock-based benefit plans and that shares of common stock (equal to 4% of the shares sold in the stock offering) are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 2.16%. |
(3) | Assumes that options are granted under one or more stock-based benefit plans to acquire an aggregate number of shares of common stock equal to 10% of the shares to be sold in the stock offering. Stockholder approval of the plans may not occur earlier than six months after the completion of the conversion and stock offering. In calculating the pro forma effect of the stock-based benefit plans, 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 $3.99 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 (the assumed portion related to options granted to directors) resulted in a tax benefit using an effective combined federal and state tax rate of 20%. 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 adoption of the stock-based benefit plans will result in no additional shares under the treasury stock method for 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 5.24%. |
(4) | Estimated after-tax expense associated with any potential withdrawal from the defined benefit pension plan. Based on an estimate provided by the plan administrator provided in August 2022, the estimated pre-tax withdrawal cost is approximately $2.5 million. The actual withdrawal cost will not be known until the withdrawal date, which is anticipated to be during the first quarter of 2023. The actual withdrawal cost may differ materially from the estimated amount. |
(5) | Per share figures include publicly held shares of First Seacoast Bancorp common stock that will be issued in exchange for shares of First Seacoast Bancorp, Inc. common stock. See The Conversion and Stock Offering Share Exchange Ratio for Current Stockholders. Net income per share computations are determined by taking the number of shares assumed to be sold in the stock offering and the number of new shares assumed to be issued in exchange for publicly held shares and, in accordance with ASC 718-40, subtracting the employee stock ownership plan shares that have not been committed for release during the period. See footnote 2, above. The number of shares of common stock actually sold and the corresponding number of exchange shares may be more or less than the assumed amounts. |
(6) | The retained earnings of First Seacoast Bank will be substantially restricted after the conversion and stock offering. See Our Dividend Policy, The Conversion and Stock Offering Liquidation Rights and Supervision and Regulation Federal Banking Regulation Capital Distributions. |
(7) | Per share figures include publicly held shares of First Seacoast Bancorp common stock that will be issued in exchange for shares of First Seacoast Bancorp, Inc. common stock. Stockholders equity per share calculations are based upon the sum of (i) the number of shares assumed to be sold in the stock offering and (ii) shares to be issued in exchange for publicly held shares at the minimum, midpoint and maximum of the offering range, respectively. The exchange shares reflect an exchange ratio of 0.8358, 0.9833, and 1.1308 at the minimum, midpoint, and maximum of the offering range, respectively. The number of shares actually sold and the corresponding number of exchange shares may be more or less than the assumed amounts. |
44
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This discussion and analysis reflects our consolidated financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information at December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020 is derived in part from the audited consolidated financial statements that appear elsewhere in this prospectus. The information at June 30, 2022 and for the six months ended June 30, 2022 and 2021 is unaudited. You should read the information in this section in conjunction with the other business and financial information contained in this prospectus, including the consolidated financial statements and related notes of First Seacoast Bancorp appearing elsewhere in this prospectus.
Overview
First Seacoast Bancorp, Inc. will succeed to First Seacoast Bancorp as the holding company for First Seacoast Bank upon the completion of the conversion and stock offering. Like First Seacoast Bancorp, First Seacoast Bancorp, Inc. will conduct its operations primarily through First Seacoast Bank.
First Seacoast Bank has served residents of the Seacoast area of New Hampshire since 1890. Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings from the Federal Home Loan Bank, in one- to four-family residential real estate loans, commercial real estate and multi-family real estate loans, acquisition, development and land loans, commercial and industrial loans, home equity loans and lines of credit and consumer loans. In recent years, we have increased our focus, consistent with what we believe to be conservative underwriting standards, on originating higher yielding commercial real estate and commercial and industrial loans.
Our results of operations are largely dependent on net interest income, which is the difference between the interest earned on loans and securities and interest paid on deposits and borrowings, and non-interest income largely from customer service fees. The results of operations are also affected by the level of operating expenses, the provision for loan losses, the impact of federal and state income taxes, the relative levels of interest rates and local and national economic activity.
Investment management services are offered through FSB Wealth Management. FSB Wealth Management is a division of First Seacoast Bank. FSB Wealth Management provides access to non-Federal Deposit Insurance Corporation-insured products that include retirement planning, portfolio management, investment and insurance strategies, business retirement plans and college planning to individuals throughout our primary market area. These investments and services are offered through a third-party registered broker-dealer and investment advisor. FSB Wealth Management receives fees from advisory services and commissions on individual investment and insurance products purchased by clients.
First Seacoast Bank is active in the communities it serves. First Seacoast Bank makes investments in community development lending and investments in low-income housing all of which strive to improve the communities we serve. In 2019, in connection with the First Seacoast Banks reorganization into the mutual holding company structure, First Seacoast Bancorp established First Seacoast Community Foundation, Inc., a charitable foundation dedicated to supporting charitable organizations operating in First Seacoast Banks local community.
Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.
Business Strategy
In 2019, we changed our name to First Seacoast Bank in order to better reflect our commitment to the people and places we serve. We believe that our name change more appropriately aligns with our mission to better serve our market area, and today we continue to enjoy a strong, loyal and positive reputation throughout the Seacoast region.
As a community-minded financial institution, we focus on serving the financial needs of local individuals and businesses by executing a safe and sound, service-oriented business strategy that seeks to produce earnings that increase
45
over time and can be reinvested in our business and communities. Our current business strategy consists of the following:
| Grow our balance sheet, leverage existing infrastructure and improve profitability and operating efficiency. Given our existing infrastructure and capabilities, we believe we are well-positioned to grow without a proportional increase in overhead expense or operating risk. In recent years, we have assembled an experienced management team and have selectively hired lending, business development and support staff. Our operations benefit from established marketing, sales, information technology, cybersecurity audit and compliance departments. We continue to invest in digital banking technologies in order to provide products and services that are competitive, convenient and provide value for our customers while ensuring safety and security. |
| Grow our loan portfolio and increase commercial real estate and commercial and industrial lending. Our principal loan origination activity remains primarily one- to four-family residential mortgage loans. We continue to supplement these originations by focusing on originating higher yielding commercial real estate loans (including owner-occupied and non-owner-occupied commercial real estate and multi-family real estate loans), construction loans, commercial and industrial loans, and home equity loans and lines of credit. We intend to remain a residential mortgage lender in our market area while maintaining our focus on the origination of commercial real estate loans and commercial and industrial loans. Our legal lending limit will increase as a result of the conversion and stock offering, which will enable us to originate larger loans for our portfolio to new and existing customers and reduce our need to participate with other lenders to originate larger loans. |
| Maintain strong asset quality and manage credit risk. Strong asset quality is key to the long-term financial success of any financial institution. We have been successful in maintaining strong asset quality in recent years. Our ratio of non-performing assets as a percent of total assets was 0.12%, 0.17% and 0.20% at June 30, 2022, December 31, 2021, and December 31, 2020, respectively. We attribute this historical credit quality to a conservative credit culture and an effective credit risk management environment. We have an experienced team of credit professionals, well-defined and implemented credit policies and procedures, what we believe to be conservative loan underwriting criteria and active credit monitoring policies and procedures. |
| Increase core deposits and reduce reliance on higher cost borrowings. Deposits are our primary source of funds for lending and investment. Core deposits (which we define as all deposits except for time deposits), particularly non-interest-bearing demand deposits, represent a low-cost, stable source of funds. Core deposits were 85.9% of our total deposits at June 30, 2022. We also rely on higher cost Federal Home Loan Bank borrowings as a supplemental funding source. At June 30, 2022, our ratio of net loans to deposits was 98.5% and our Federal Home Loan Bank borrowings totaled $64.3 million. We continue to focus on expanding core deposits by leveraging our business development officers and commercial lending and retail relationships. |
| Grow organically and through opportunistic expansion. Our primary intention is to grow our balance sheet organically and use our capital to increase our lending and investment capacity. As a local independent bank, we believe we have gained market share from customer fallout resulting from the consolidation of competing financial institutions in our market area into larger, out-of-market acquirers in recent periods. In addition to organic growth, we may also consider expansion opportunities in our market area or in contiguous markets that we believe would enhance both our franchise value and stockholder returns. These opportunities primarily include establishing loan production offices, establishing new, or de novo, branch offices and/or acquiring branch offices. We have no current plans or intentions regarding any expansion plans. |
We have pursued the above strategies since we completed our mutual holding company reorganization in 2019, which has allowed us to successfully leverage the proceeds from our initial public offering. We intend to continue to pursue these business strategies, subject to changes necessitated by future market conditions, regulatory restrictions and other factors. COVID-19 has impacted economic conditions, customer behaviors, credit and asset quality and liquidity. While we are committed to the business strategies noted above, we recognize the challenges and uncertainties of the current environment and plan to execute these strategies as market conditions allow.
46
Summary of Critical Accounting Policies and Critical Accounting Estimates
The discussion and analysis of the financial condition and results of operations are based on our consolidated 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.
Our critical accounting policies involve the calculation of the allowance for loan losses and the measurement of the fair value of financial instruments. The allowance for loan losses is established as losses that are estimated to have occurred through a provision for loan losses charged to earnings. The allowance for loan losses is evaluated on a regular basis by management. Due to a lack of historical incurred losses, this evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as current economic trends and conditions change. The allowance for loan losses consists of general, allocated and unallocated components. The general component is based on historical loss experience adjusted for qualitative factors stratified by our loan segments. Qualitative factors are determined based upon the various risk characteristics of each loan segment. The reported amount of this component may be impacted by portfolio growth trends and concentrations, levels and trends of delinquencies and local economic trends and conditions. The allocated component relates to loans that are classified as impaired. Generally, our impaired loans are collateral-dependent and impairment is measured through the collateral method. When the measurement of the impaired loan is less than the recorded investment in the loan, the impairment is recorded through the allowance for loan losses. At June 30, 2022, the collateral values of collateral-dependent impaired loans was sufficient and no impairment charge was necessary. The unallocated component is maintained to cover uncertainties that could affect managements estimate of probable losses. The unallocated component of the allowance for loan losses reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general reserves in the portfolio. There were no changes to the policies or methodologies pertaining to the components of allowance for loan losses during the six months ended June 30, 2022 or for the years ended December 31, 2021 and 2020.
First Seacoast Bancorps measurement of the fair value of its financial instruments is subject to uncertainty primarily due to the lack of quoted market prices for a portion of its various assets and liabilities. Fair values, where quoted market prices are not available are based on estimates using the present value of cash flows or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
Certain of First Seacoast Bancorps financial assets are measured at fair value on a recurring or non-recurring basis. First Seacoast Bancorps primary financial asset measured at fair value on a recurring basis is its securities available-for-sale. For these securities, we obtain fair value measurements from independent pricing services which consider observable data that may include reported trades, dealer quotes, the instruments terms and conditions, as well as other market data. Fair value of First Seacoast Bancorps mortgage servicing rights is also measured on a recurring basis based upon a valuation model that calculates the present value of estimated future net servicing income. The valuation model utilizes interest rate, prepayment speed and default rate assumptions that market participants would use in estimating future income and that can be validated against available market data. These assumptions are inherently sensitive to change as these unobservable inputs are not based upon quoted prices in active markets or otherwise observable. Fair value of First Seacoast Bancorps derivatives is determined using the discounted cash flow method on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.
At June 30, 2022, there were no financial assets or liabilities measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (i.e., where there is evidence of impairment). This may include certain impaired loans reported at
47
the fair value of the underlying collateral. First Seacoast Bancorp has no non-financial assets or non-financial liabilities measured at fair value on a recurring or non-recurring basis.
ASC Topic 825, Financial Instruments, also requires disclosure of the fair value of financial assets and financial liabilities that are not measured and reported at fair value on a recurring or non-recurring basis. ASU 2016-01 requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The exit price notion is a market-based measurement of fair value that is represented by the price to sell an asset or transfer a liability in the principal market (or most advantageous market in the absence of a principal market) on the measurement date. At June 30, 2022, fair values of loans are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors.
Average Balances and Yields. The following tables set forth average balance sheets, average yields and costs and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are daily average balances. Non-accrual loans are included in the computation of average balances only. The yields set forth below include the effect of net deferred fee income, discounts and premiums that are amortized or accreted to interest income or interest expense. Average loan balances exclude loans held for sale, if applicable. The following tables include no out-of-period items or adjustments.
For the Six Months Ended June 30, | ||||||||||||||||||||||||
2022 | 2021 | |||||||||||||||||||||||
Average Outstanding Balance |
Interest | Average Yield/Rate (1) |
Average Outstanding Balance |
Interest | Average Yield/Rate (1) |
|||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Loans (2) |
$ | 378,347 | $ | 6,884 | 3.64 | % | $ | 371,657 | $ | 7,225 | 3.89 | % | ||||||||||||
Taxable debt securities |
51,364 | 436 | 1.70 | % | 20,679 | 104 | 1.01 | % | ||||||||||||||||
Non-taxable debt securities |
47,064 | 558 | 2.37 | % | 37,219 | 444 | 2.39 | % | ||||||||||||||||
Interest-bearing deposits with other banks |
6,399 | 21 | 0.66 | % | 22,702 | 38 | 0.33 | % | ||||||||||||||||
Federal Home Loan Bank stock |
2,229 | 23 | 2.06 | % | 1,922 | 2 | 0.21 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total interest-earning assets |
485,403 | 7,922 | 3.26 | % | 454,179 | 7,813 | 3.44 | % | ||||||||||||||||
Non-interest-earning assets |
14,136 | 11,914 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total assets |
$ | 499,539 | $ | 466,093 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
NOW and demand deposits |
$ | 109,583 | $ | 49 | 0.09 | % | $ | 104,566 | $ | 68 | 0.13 | % | ||||||||||||
Money market deposits |
68,328 | 38 | 0.11 | % | 72,886 | 55 | 0.15 | % | ||||||||||||||||
Savings deposits |
60,486 | 13 | 0.04 | % | 52,052 | 16 | 0.06 | % | ||||||||||||||||
Time deposits |
56,856 | 149 | 0.52 | % | 59,356 | 189 | 0.64 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total interest-bearing deposits |
295,253 | 249 | 0.17 | % | 288,860 | 328 | 0.23 | % | ||||||||||||||||
Borrowings |
46,928 | 142 | 0.61 | % | 43,758 | 184 | 0.84 | % | ||||||||||||||||
Other |
1,800 | | | 2,531 | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total interest-bearing liabilities |
343,981 | 391 | 0.23 | % | 335,149 | 512 | 0.31 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Non-interest-bearing deposits |
95,127 | 67,832 | ||||||||||||||||||||||
Other noninterest-bearing liabilities |
3,694 | 3,716 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total liabilities |
442,802 | 406,697 | ||||||||||||||||||||||
Total equity |
56,737 | 59,396 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total liabilities and equity |
$ | 499,539 | $ | 466,093 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest income |
$ | 7,531 | $ | 7,301 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest rate spread (3) |
3.03 | % | 3.13 | % | ||||||||||||||||||||
Net interest-earning assets (4) |
$ | 141,422 | $ | 119,030 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest margin (5) |
3.10 | % | 3.22 | % | ||||||||||||||||||||
Average interest-earning assets as a percent of interest-bearing liabilities |
141.11 | % | 135.52 | % |
(1) | Annualized. |
(2) | Net deferred fee income included in loan interest totaled $47,000 and $402,000 for the six months ended June 30, 2022 and 2021, respectively. |
(3) | Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities. |
(4) | Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities. |
(5) | Net interest margin represents net interest income divided by average total interest-earning assets. |
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For the Year Ended December 31, | ||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||
Average Outstanding Balance |
Interest | Average Yield/Rate |
Average Outstanding Balance |
Interest | Average Yield/Rate |
|||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Loans (1) |
$ | 372,385 | $ | 14,129 | 3.79 | % | $ | 368,135 | $ | 14,538 | 3.95 | % | ||||||||||||
Taxable debt securities |
29,629 | 375 | 1.27 | % | 11,600 | 186 | 1.60 | % | ||||||||||||||||
Non-taxable debt securities |
38,744 | 895 | 2.31 | % | 36,335 | 915 | 2.52 | % | ||||||||||||||||
Interest-bearing deposits with other banks |
25,681 | 73 | 0.28 | % | 21,710 | 94 | 0.43 | % | ||||||||||||||||
Federal Home Loan Bank stock |
1,962 | 23 | 1.17 | % | 2,796 | 117 | 4.18 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total interest-earning assets |
468,401 | 15,495 | 3.31 | % | 440,576 | 15,850 | 3.60 | % | ||||||||||||||||
Non-interest-earning assets |
11,432 | 11,887 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total assets |
$ | 479,833 | $ | 452,463 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
NOW and demand deposits |
$ | 105,940 | $ | 126 | 0.12 | % | $ | 86,402 | $ | 197 | 0.23 | % | ||||||||||||
Money market deposits |
73,810 | 105 | 0.14 | % | 74,386 | 436 | 0.59 | % | ||||||||||||||||
Savings deposits |
54,626 | 32 | 0.06 | % | 45,274 | 46 | 0.10 | % | ||||||||||||||||
Time deposits |
57,988 | 323 | 0.56 | % | 56,245 | 836 | 1.49 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total interest-bearing deposits |
292,364 | 586 | 0.20 | % | 262,307 | 1,515 | 0.58 | % | ||||||||||||||||
Borrowings |
41,220 | 649 | 1.57 | % | 71,076 | 1,659 | 2.33 | % | ||||||||||||||||
Other |
2,169 | | | 1,695 | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total interest-bearing liabilities |
335,753 | 1,235 | 0.37 | % | 335,078 | 3,174 | 0.95 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Non-interest-bearing deposits |
80,295 | 55,015 | ||||||||||||||||||||||
Other noninterest-bearing liabilities |
3,898 | 3,969 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total liabilities |
419,946 | 394,062 | ||||||||||||||||||||||
Total equity |
59,887 | 58,401 | ||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Total liabilities and equity |
$ | 479,833 | $ | 452,463 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest income |
$ | 14,260 | $ | 12,676 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest rate spread (2) |
2.94 | % | 2.65 | % | ||||||||||||||||||||
Net interest-earning assets (3) |
$ | 132,648 | $ | 105,498 | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Net interest margin (4) |
3.04 | % | 2.88 | % | ||||||||||||||||||||
Average interest-earning assets as a percent of interest-bearing liabilities |
139.51 | % | 131.48 | % |
(1) | Net deferred fee income included in loan interest totaled $587,000 and $264,000 for the years ended December 31, 2021 and 2020, respectively. |
(2) | Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities. |
(3) | Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities. |
(4) | Net interest margin represents net interest income divided by average total interest-earning assets. |
49
Rate/Volume Analysis
The following tables presents the effects of changing rates and volumes on our net interest income for the periods 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 these tables, 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.
Six Months Ended June 30, 2022 vs. 2021 | ||||||||||||
Increase (Decrease) Due to | Total Increase | |||||||||||
Volume | Rate | (Decrease) | ||||||||||
(In thousands) | ||||||||||||
Interest-earning assets: |
||||||||||||
Loans |
$ | 128 | $ | (469 | ) | $ | (341 | ) | ||||
Taxable debt securities |
227 | 105 | 332 | |||||||||
Non-taxable debt securities |
117 | (3 | ) | 114 | ||||||||
Interest-bearing deposits with other banks |
(39 | ) | 22 | (17 | ) | |||||||
Federal Home Loan Bank stock |
| 21 | 21 | |||||||||
|
|
|
|
|
|
|||||||
Total interest-earning assets |
433 | (324 | ) | 109 | ||||||||
|
|
|
|
|
|
|||||||
Interest-bearing liabilities: |
||||||||||||
NOW and demand deposits |
3 | (22 | ) | (19 | ) | |||||||
Money market deposits |
(3 | ) | (14 | ) | (17 | ) | ||||||
Savings deposits |
2 | (5 | ) | (3 | ) | |||||||
Time deposits |
(8 | ) | (32 | ) | (40 | ) | ||||||
|
|
|
|
|
|
|||||||
Total interest-bearing deposits |
(6 | ) | (73 | ) | (79 | ) | ||||||
Borrowings |
13 | (55 | ) | (42 | ) | |||||||
|
|
|
|
|
|
|||||||
Total interest-bearing liabilities |
7 | (128 | ) | (121 | ) | |||||||
|
|
|
|
|
|
|||||||
Change in net interest income |
$ | 426 | $ | (196 | ) | $ | 230 | |||||
|
|
|
|
|
|
Year Ended December 31, 2021 vs. 2020 | ||||||||||||
Increase (Decrease) Due to | Total Increase | |||||||||||
Volume | Rate | (Decrease) | ||||||||||
(In thousands) | ||||||||||||
Interest-earning assets: |
||||||||||||
Loans |
$ | 166 | $ | (575 | ) | $ | (409 | ) | ||||
Taxable debt securities |
235 | (46 | ) | 189 | ||||||||
Non-taxable debt securities |
58 | (78 | ) | (20 | ) | |||||||
Interest-bearing deposits with other banks |
15 | (36 | ) | (21 | ) | |||||||
Federal Home Loan Bank stock |
(28 | ) | (66 | ) | (94 | ) | ||||||
|
|
|
|
|
|
|||||||
Total interest-earning assets |
446 | (801 | ) | (355 | ) | |||||||
|
|
|
|
|
|
|||||||
Interest-bearing liabilities: |
||||||||||||
NOW and demand deposits |
38 | (109 | ) | (71 | ) | |||||||
Money market deposits |
(3 | ) | (328 | ) | (331 | ) | ||||||
Savings deposits |
8 | (22 | ) | (14 | ) | |||||||
Time deposits |
25 | (538 | ) | (513 | ) | |||||||
|
|
|
|
|
|
|||||||
Total interest-bearing deposits |
68 | (997 | ) | (929 | ) | |||||||
Borrowings |
(569 | ) | (441 | ) | (1,010 | ) | ||||||
|
|
|
|
|
|
|||||||
Total interest-bearing liabilities |
(501 | ) | (1,438 | ) | (1,939 | ) | ||||||
|
|
|
|
|
|
|||||||
Change in net interest income |
$ | 947 | $ | 637 | $ | 1,584 | ||||||
|
|
|
|
|
|
50
Comparison of Financial Condition at June 30, 2022 and December 31, 2021
Total Assets. Total assets were $510.2 million as of June 30, 2022, an increase of $23.2 million, or 4.8%, compared to total assets of $487.1 million at December 31, 2021. The increase was due primarily to a $8.9 million increase in net loans and a $12.0 million increase in securities available-for-sale partially offset by a $2.6 million decrease in cash and due from banks.
Cash and Due From Banks. Cash and due from banks decreased $2.6 million, or 38.9%, to $4.1 million at June 30, 2022 from $6.6 million at December 31, 2021. This decrease primarily resulted from a $5.4 million decrease in total deposits, a $8.9 million increase in net loans and a $12.0 million increase in securities available-for-sale offset by a $34.8 million increase in borrowings during the six months ended June 30, 2022.
Available-for-Sale Securities. Available-for-sale securities increased by $12.0 million, or 13.2%, to $103.4 million at June 30, 2022 from $91.4 million at December 31, 2021. This increase was primarily due to net investments purchases of $27.6 million offset by $2.5 million of proceeds from sales, maturities and principal received and a $12.6 million increase in net unrealized losses within the portfolio during the six months ended June 30, 2022.
Net Loans. Net loans increased $8.9 million, or 2.4%, to $382.0 million at June 30, 2022 from $373.1 million at December 31, 2021. During the six months ended June 30, 2022, we originated $50.7 million of loans. We also purchased $1.3 million of one- to four-family residential mortgage loans and $1.5 million of consumer loans secured by manufactured housing properties. As of June 30, 2022 and December 31, 2021, the portfolio of purchased loans had outstanding principal balances of $31.5 million and $29.7 million, respectively, and were performing in accordance with their original repayment terms. Net deferred loan costs increased $511,000, or 30.9%, to $2.2 million at June 30, 2022 from $1.7 million at December 31, 2021 due primarily to the increase in deferred costs on consumer loans and the net decrease in unearned fees received from the SBA for processing PPP loans. SBA fee and interest income recognized during the three and six months ended June 30, 2022 was $113,000 and $226,000, respectively, as compared to $290,000 and $709,000 during the three and six months ended June 30, 2021, respectively. SBA fee and interest income is included in interest and fees on loans.
One- to four-family residential mortgage loans increased $6.0 million, or 2.6%, to $240.2 million at June 30, 2022 from $234.2 million at December 31, 2021. Commercial real estate mortgage loans increased $5.2 million, or 7.3%, to $77.3 million at June 30, 2022 from $72.1 million at December 31, 2021. Multi-family loans decreased $315,000, or 3.5%, to $8.7 million at June 30, 2022 from $9.0 million at December 31, 2021. Commercial and industrial loans decreased $2.2 million (net of $5.3 million of PPP loan forgiveness), or 8.2%, to $24.6 million at June 30, 2022 from $26.9 million at December 31, 2021. Acquisition, development, and land loans decreased $4.3 million, or 20.1%, to $17.1 million at June 30, 2022 from $21.4 million at December 31, 2021. Home equity loans and lines of credit increased $2.3 million, or 32.4%, to $9.2 million at June 30, 2022 from $6.9 million at December 31, 2021. Consumer loans increased $1.7 million, or 36.6%, to $6.2 million at June 30, 2022 from $4.6 million at December 31, 2021.
Our strategy to grow the balance sheet continues to be through originations and, to a lesser extent, purchases of one- to four-family residential mortgage loans and consumer loans secured by manufactured housing properties, while also diversifying into higher yielding commercial real estate mortgage loans and commercial and industrial loans to improve net interest margins and manage interest rate risk. We also continue to sell selected, conforming 15-year and 30-year residential fixed rate mortgage loans to the secondary market on a servicing retained basis, providing us a recurring source of revenue from loan servicing income and gains on the sale of such loans.
Our allowance for loan losses was $3.6 million at June 30, 2022 and December 31, 2021. We measure and record the allowance for loan losses based upon an incurred loss model. Under this approach, loan loss is recognized when it is probable that a loss event was incurred. This approach also considers qualitative adjustments to the quantitative baseline determined by the model. We consider the impact of current environmental factors at the measurement date that did not exist over the period from which historical experience was used. Relevant factors include, but are not limited to, concentrations of credit risk (geographic, large borrower and industry), economic trends and conditions, changes in underwriting standards, experience and depth of lending staff, trends in delinquencies and the level of criticized loans. We made relevant adjustments to the qualitative factors in the measurement of the allowance for loan losses at June 30, 2022 and December 31, 2021 that balanced the need to recognize an allowance
51
during the period while adhering to an incurred loss recognition and measurement principle which prohibits the recognition of future or lifetime losses.
We have limited or no direct exposure to industries that have been significantly impacted by the COVID-19 pandemic, including oil and gas/energy, credit cards, airlines, cruise ships, arts/entertainment/recreation, hotels/motels, casinos and shopping malls. Our exposure to the transportation and hospitality/restaurant industries amounted to less than 5% of our gross loan portfolio at June 30, 2022 and December 31, 2021.
Deposits. Our deposits are generated primarily from residents within our primary market area. We offer a selection of deposit accounts, including non-interest-bearing and interest-bearing checking accounts, savings accounts, money market accounts and time deposits, for both individuals and businesses.
Deposits decreased $5.4 million, or 1.4%, to $387.9 million at June 30, 2022 from $393.2 million at December 31, 2021 primarily as a result of a $1.9 million decrease in commercial deposits and a $3.5 million decrease in retail deposits. Core deposits (defined as deposits other than time deposits) decreased $1.9 million, or 0.6%, to $333.1 million at June 30, 2022 from $334.9 million at December 31, 2021. As of June 30, 2022, savings deposits increased $6.7 million, money market deposits decreased $7.6 million, NOW and demand deposit accounts decreased $1.0 million and time deposits decreased $3.5 million. There were $18.1 of brokered deposits included in time deposits at June 30, 2022 and December 31, 2021.
Borrowings. Total borrowings increased $34.8 million, or 118.1%, to $64.3 million at June 30, 2022 from $29.5 million at December 31, 2021 in support of our investment and loan growth initiatives.
Total Stockholders Equity. Total stockholders equity decreased $8.6 million, or 14.2%, to $51.9 million at June 30, 2022 from $60.5 million at December 31, 2021. This decrease was due primarily to other comprehensive loss of $8.8 million related to net changes in unrealized holding losses in the available-for-sale securities portfolio and changes in the fair value of interest rate swap derivatives, as a result of an increase in market interest rates during the six months ended June 30, 2022, and treasury stock purchases of $623,000, partially offset by the recognition of $257,000 of previously unearned compensation and net income of $572,000 for the six months ended June 30, 2022.
Non-performing Assets. Non-performing assets include loans that are 90 or more days past due or on non-accrual status, including troubled debt restructurings on non-accrual status, and real estate and other loan collateral acquired through foreclosure and repossession. Troubled debt restructurings include loans for which either a portion of interest or principal has been forgiven or loans modified at interest rates materially less than current market rates.
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.
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. Interest received on non-accrual loans generally is applied against principal or applied to interest 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 at least six consecutive months and the ultimate collectability of the total contractual principal and interest is no longer in doubt.
Non-performing loans were $602,000 and $837,000, or 0.16% and 0.22% of total loans, at June 30, 2022 and December 31, 2021, respectively. At June 30, 2022, non-performing loans consisted of a residential mortgage loan and a home equity line of credit to deceased borrowers. The property securing both credit facilities was sold in July 2022 and all outstanding loan balances were paid. At December 31, 2021, non-performing loans consisted primarily of the residential mortgage loan and the home equity line of credit noted above and a $195,000 non-performing residential mortgage loan that was repurchased from an investor and restructured in 2021. This loan was returned to performing
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status during June 2022. The outstanding balance of this now accruing troubled debt restructuring was approximately $192,000 and $195,000 at June 30, 2022 and December 31, 2021, respectively. At June 30, 2022 and December 31, 2021, we had no foreclosed assets.
Comparison of Financial Condition at December 31, 2021 and December 31, 2020
Total Assets. Total assets were $487.1 million as of December 31, 2021, an increase of $44.0 million, or 9.9%, when compared to total assets of $443.1 million at December 31, 2020. The increase was due primarily to an increase in securities available-for-sale and net loans.
Cash and Due From Banks. Cash and due from banks increased $642,000, or 10.7%, to $6.6 million at December 31, 2021 from $6.0 million at December 31, 2020. This increase primarily resulted from an increase in deposits offset by increases in available-for-sale securities and net loans and a decrease in total borrowings.
Available-for-Sale Securities. Available-for-sale securities increased by $35.9 million, or 64.7%, to $91.4 million at December 31, 2021 from $55.5 million at December 31, 2020. This increase was due to investment purchases totaling $57.3 million, offset by proceeds from principal repayments, calls and sales totaling $20.0 million and a $1.2 million decrease in net unrealized holding gains and losses within the portfolio.
Net Loans. Net loans increased $8.3 million, or 2.3%, to $373.1 million at December 31, 2021 from $364.8 million at December 31, 2020. During the year ended December 31, 2021, we originated $130.4 million of loans, (including $13.1 million of PPP loans, which are classified as commercial and industrial loans). During 2021, we also purchased $14.1 million of one- to four-family residential mortgages and $2.0 million of consumer loans secured by manufactured housing properties. As of December 31, 2021 and 2020, the portfolios of purchased loans had outstanding principal balances of $29.7 million and $21.8, respectively, and were performing in accordance with their original repayment terms. Net deferred loan costs increased $945,000, or 134.0%, to $1.7 million at December 31, 2021 from $705,000 at December 31, 2020 due primarily to the increase in deferred costs on one- to four-family residential mortgage loans and consumer loans, offset by the net decrease in unearned fees received from the SBA for processing PPP loans. SBA fee and interest income recognized during the years ended December 31, 2021 and 2020 was approximately $1.1 million and $917,000, respectively, and is included in interest and fees on loans.
One- to four-family residential mortgage loans increased $20.5 million, or 9.6%, to $234.2 million at December 31, 2021 from $213.7 million at December 31, 2020. Commercial real estate mortgage loans increased $5.9 million, or 8.9%, to $72.1 million at December 31, 2021 from $66.2 million at December 31, 2020. Acquisition, development and land loans decreased $1.8 million, or 7.7%, to $21.4 million at December 31, 2021 from $23.1 million at December 31, 2020. Commercial and industrial loans decreased $18.4 million, or 40.7%, to $26.9 million at December 31, 2021 from $45.3 million at December 31, 2020. Home equity loans and lines of credit decreased $2.6 million, or 27.5%, to $6.9 million at December 31, 2021 from $9.6 million at December 31, 2020. Multi-family real estate loans increased $2.4 million, or 35.9%, to $9.0 million at December 31, 2021 from $6.6 million at December 31, 2020. Consumer loans increased by $1.6 million, or 55.4%, to $4.6 million at December 31, 2021 from $2.9 million at December 31, 2020. The decrease in our commercial and industrial loan portfolio was due primarily to $28.9 million of PPP loan forgiveness offset by the origination of $13.1 million of additional PPP loans during 2021, of which $5.5 million are outstanding at December 31, 2021. Excluding the impact of PPP loans, commercial and industrial loans decreased by $2.6 million during 2021.
Our strategy to grow the balance sheet continues to be through originations of one- to four-family residential mortgage loans, while also diversifying into higher yielding commercial and multi-family real estate loans and commercial and industrial loans to improve net margins and manage interest rate risk. We may also continue to sell selected, conforming 15-year and 30-year fixed rate mortgage loans to the secondary market on a servicing retained basis, providing us a recurring source of revenue from loan servicing income and gains on the sale of such loans.
Our allowance for loan losses increased $248,000, or 7.4%, to $3.6 million at December 31, 2021 from $3.3 million at December 31, 2020. We measure and record the allowance for loan losses based upon an incurred loss model. Under this approach, loan loss is recognized when it is probable that a loss event was incurred. This approach also considers qualitative adjustments to the quantitative baseline determined by the model. We consider the impact of
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current environmental factors at the measurement date that did not exist over the period from which historical experience was used. Relevant factors include, but are not limited to, concentrations of credit risk (geographic, large borrower and industry), economic trends and conditions, changes in underwriting standards, experience and depth of lending staff, trends in delinquencies and the level of criticized loans. Given the many economic uncertainties regarding the COVID-19 pandemic, we made relevant adjustments to the qualitative factors in the measurement of the allowance for loan losses at December 31, 2021 and 2020 that balanced the need to recognize an allowance during this unprecedented economic situation while adhering to an incurred loss recognition and measurement principle which prohibits the recognition of future or lifetime losses.
We have limited or no direct exposure to industries that have been hardest hit by the COVID-19 pandemic, including oil and gas/energy, credit cards, airlines, cruise ships, arts/entertainment/recreation, casinos and shopping malls. Our exposure to the transportation and hospitality/restaurant industries amounted to less than 5% of our total loan portfolio at December 31, 2021 and 2020.
Deposits. Our deposits are generated primarily from residents within our primary market area. We offer a selection of deposit accounts, including non-interest-bearing and interest-bearing checking accounts, savings accounts, money market accounts and time deposits, for both individuals and businesses.
Deposits increased $65.9 million, or 20.1%, to $393.2 million at December 31, 2021 from $327.4 million at December 31, 2020 primarily as a result of an increase in core deposits and the purchase of brokered deposits. Core deposits (defined as all deposits other than time deposits) increased $56.2 million, or 20.2%, to $334.9 million at December 31, 2021 from $278.7 million at December 31, 2020. The increase in core deposits was due to a $34.1 million, or 52.7%, increase in non-interest bearing accounts, a $10.8 million, or 11.2%, increase in NOW accounts and demand deposits, an increase in money market deposits of $2.0 million, or 2.9%, and an increase in savings deposits of $9.3 million, or 19.4%. Time deposits increased $9.7 million, or 19.8%, to $58.3 million at December 31, 2021 from $48.7 million at December 31, 2020. At December 31, 2021 and 2020, there were $18.1 million and $-0- of brokered deposits included in time deposits, respectively. The purchase of brokered deposits offered a lower cost alternative to advances from the Federal Home Loan Bank of a similar duration.
Borrowings. Total borrowings decreased $22.9 million, or 43.7%, to $29.5 million at December 31, 2021 from $52.3 million at December 31, 2020 due to a decrease in advances from Federal Reserve Bank of $18.2 million and a $4.7 million decrease in advances from Federal Home Loan Bank. Advances from Federal Reserve Bank were repaid as the associated PPP loans were forgiven. The decrease in advances from Federal Home Loan Bank was due primarily to the retirement of $20.0 million of long-term borrowings in advance of their scheduled maturities offset by $15.0 million of new long-term borrowings at lower interest rates.
Total Stockholders Equity. Total stockholders equity increased $1.6 million, or 2.7%, to $60.5 million at December 31, 2021 from $58.9 million at December 31, 2020. This increase was due primarily to net income of $2.6 million and the recognition of $161,000 of previously unearned compensation, offset by other comprehensive loss of $660,000 related to net changes in unrealized holding gains in the available-for-sale holdings portfolio and changes in the fair value of interest rate swap derivatives and treasury stock purchases of $515,000.
Non-performing Assets. Non-performing assets include loans that are 90 or more days past due or on non-accrual status, including troubled debt restructurings on non-accrual status, and real estate and other loan collateral acquired through foreclosure and repossession. Troubled debt restructurings include loans for which either a portion of interest or principal has been forgiven or loans modified at interest rates materially less than current market rates.
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.
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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. Interest received on non-accrual loans generally is applied against principal or applied to interest 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 at least six consecutive months and the ultimate collectability of the total contractual principal and interest is no longer in doubt.
Non-performing loans were $837,000 and $884,000, or 0.22% and 0.24% of total loans, at December 31, 2021 and 2020, respectively. At December 31, 2021, non-performing loans consisted primarily of a residential mortgage loan and a home equity line of credit to deceased borrowers which had outstanding balances totaling $602,000. The property has an estimated market value of approximately $1.2 million. Additionally, a $195,000 non-performing residential mortgage loan was repurchased from Freddie Mac and restructured. At December 31, 2020, non-performing loans consisted primarily of an SBA-guaranteed commercial and industrial loan, which had an outstanding balance of $822,000 and was secured by all business assets and personal real estate holdings of the guarantors. The SBA guaranteed 75% of this loan balance. Although this loan was performing according to its original terms at December 31, 2020, it was considered non-performing due to the financial condition and prospects of the borrower. The loan was repaid in full during 2021 with proceeds from the sale of certain personal real estate holdings of the guarantors. At December 31, 2021 and 2020, we had no foreclosed assets.
Comparison of Operating Results for the Six Months Ended June 30, 2022 and 2021
Net Income. Net income was $572,000 for the six months ended June 30, 2022, compared to $1.7 million for the six months ended June 30, 2021, a decrease of $1.2 million, or 67.1%. The decrease was due primarily to an increase in non-interest expenses of $1.2 million and a decrease in non-interest income of $539,000, offset by an increase in net interest and dividend income after provision for loan losses of $255,000 and a decrease in income tax expense of $305,000 during the six months ended June 30, 2022 compared to the six months ended June 30, 2021.
Interest and Dividend Income. Interest and dividend income increased $109,000, or 1.4%, to $7.9 million for the six months ended June 30, 2022 from $7.8 million for the six months ended June 30, 2021. The increase was due primarily to a $450,000, or 76.5%, increase in interest and dividend income on investments offset by a $341,000, or 4.7%, decrease in interest and fees on loans. Interest and fees on loans for the six months ended June 30, 2022 and 2021 included $226,000 and $709,000 of interest and fees earned on PPP loans, respectively.
Average interest-earning assets increased $31.2 million, to $485.4 million for the six months ended June 30, 2022 from $454.2 million for the six months ended June 30, 2021. The annualized yield on interest earning-assets decreased 18 basis points to 3.26% for the six months ended June 30, 2022 from 3.44% for the six months ended June 30, 2021. The weighted average annualized yield for the loan portfolio decreased to 3.64% for the six months ended June 30, 2022 from 3.89% for the six months ended June 30, 2021. The weighted average annualized yield for all other interest-earning assets increased to 1.94% for the six months ended June 30, 2022 from 1.43% for the six months ended June 30, 2021 due primarily to the investment in higher-yielding taxable debt securities.
Interest Expense. Total interest expense decreased $121,000, or 23.6%, to $391,000 for the six months ended June 30, 2022 from $512,000 for the six months ended June 30, 2021. Interest expense on deposits decreased $79,000 for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The average balance of interest-bearing deposits increased $6.4 million, or 2.2%, to $295.3 million for the six months ended June 30, 2022 from $288.9 million for the six months ended June 30, 2021 primarily as a result of an increase in the average balance of NOW and demand and savings deposits offset by a decrease in the average balances of money market and time deposits. The weighted average annualized rate of interest-bearing deposits decreased to 0.17% for the six months ended June 30, 2022 from 0.23% for the six months ended June 30, 2021.
Interest expense on borrowings decreased $42,000, or 22.8%, to $142,000 for the six months ended June 30, 2022 from $184,000 for the six months ended June 30, 2021 primarily due to the retirement of $20.0 million of long-term borrowings from the FHLB in advance of their scheduled maturities in late 2021 as discussed above. The average balance of borrowings increased $3.2 million, or 7.2%, to $46.9 million for the six months ended June 30, 2022 from $43.8 million for the six months ended June 30, 2021. The weighted average annualized rate of borrowings decreased to 0.61% for the six months ended June 30, 2022 from 0.84% for the six months ended June 30, 2021 due primarily to a
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decrease in the interest expense associated with the retired borrowings offset by the interest expense associated with replacement long-term borrowings from the FHLB.
Net Interest and Dividend Income. Net interest and dividend income increased $230,000, or 3.2%, to $7.5 million for the six months ended June 30, 2022 from $7.3 million for the six months ended June 30, 2021. This increase was primarily due to a $31.2 million, or 6.9%, increase in the average balance of interest-earning assets, consisting primarily of increases in the average balances of loans and debt securities, offset by an increase of $8.8 million, or 2.6%, in the average balance of interest-bearing liabilities, consisting primarily of an increase in the average balance of borrowings, during the six months ended June 30, 2022. Annualized net interest margin decreased to 3.10% for the six months ended June 30, 2022 from 3.22% for the six months ended June 30, 2021 due primarily to a decrease in the average yield on loans offset by an increase in the average yield on debt securities and a decrease in the average rate of interest-bearing deposits and borrowings.
Provision for Loan Losses. Based on managements analysis of the allowance for loan losses, a $60,000 provision for loan losses was recorded for the six months ended June 30, 2022, compared to $85,000 for the six months ended June 30, 2021.
Non-Interest Income. Non-interest income decreased $539,000, or 39.1%, to $840,000 for the six months ended June 30, 2022 compared to $1.4 million for the six months ended June 30, 2021. The decrease in non-interest income during the six months ended June 30, 2022 was due primarily to a $483,000 decrease in securities gains, net, an $86,000 decrease in gain on sale of loans and a $27,000 decrease in customer service fees offset by a $58,000 increase in investment services fees during the six months ended June 30, 2022.
Non-Interest Expense. Non-interest expense increased $1.2 million, or 18.5%, to $7.6 million for the six months ended June 30, 2022 compared to $6.4 million for the six months ended June 30, 2021. The increase in non-interest expense was due primarily to a $926,000, or 24.7%, increase in salaries and employee benefits expense. The increase in salaries and benefits during the six months ended June 30, 2022 was due to filling certain open positions and associated recruitment fees, normal salary increases and the recognition of previously unearned compensation associated with the restricted stock awards granted in 2021.
Income Taxes. Income tax expense decreased $305,000, or 71.1%, to $124,000 for the six months ended June 30, 2022 from $429,000 for the six months ended June 30, 2021. The effective tax rate was 17.8% and 19.8% for the six months ended June 30, 2022 and 2021, respectively. The decrease in income tax expense was due primarily to the decrease in income before income tax expense. Income before income tax expense decreased $1.5 million, or 67.9%, to $696,000 for the six months ended June 30, 2022 from $2.2 million for the six months ended June 30, 2021. The decrease in the effective tax rate for the six months ended June 30, 2022 as compared to the prior period was due primarily to the amount of non-taxable income as a percentage of income before income tax expense for the six months ended June 30, 2022 as compared to the prior period offset by an increase in the valuation allowance related to a charitable contribution carryforward during the six months ended June 30, 2022 as it was determined that it is more likely than not that the benefit from the charitable contribution carryforward will not be realized prior to expiration due to a decrease in our forecasted taxable income during the remaining carryforward period.
Comparison of Operating Results for the Years Ended December 31, 2021 and 2020
Net Income. Net income was $2.6 million for the year ended December 31, 2021, compared to net income of $1.1 million for the year ended December 31, 2020, an increase of $1.5 million, or 142.9%. The increase was related primarily to a $1.9 million, or 15.2%, increase in net interest and dividend income after provision for loan losses, a $203,000, or 9.9%, increase in non-interest income and a $105,000, or 0.8%, decrease in non-interest expense offset by a $625,000 increase in provision for income taxes during the year ended December 31, 2021.
Interest and Dividend Income. Interest and dividend income decreased $355,000, or 2.2%, to $15.5 million for the year ended December 31, 2021 from $15.9 million for the year ended December 31, 2020. This decrease was due to a $409,000, or 2.8%, decrease in interest and fees on loans offset by an increase of $54,000, or 4.1%, in interest and dividend income on investments. Interest and fees on loans for the years ended December 31, 2021 and 2020 included $1.1 million and $917,000 of interest and fees earned on PPP loans, respectively.
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Average interest-earning assets increased $27.8 million, or 6.3%, to $468.4 million for the year ended December 31, 2021 from $440.6 million for the year ended December 31, 2020. The weighted average yield on interest-earning assets decreased 29 basis points to 3.31% for the year ended December 31, 2021 from 3.60% for the year ended December 31, 2020. The weighted average yield for the loan portfolio decreased 16 basis points to 3.79% for the year ended December 31, 2021 from 3.95% for the year ended December 31, 2020 primarily as a result of decreased market interest rates. The weighted average yield for all other interest-earning assets decreased to 1.42% for the year ended December 31, 2021 from 1.81% for the year ended December 31, 2020 due primarily to the reinvestment of proceeds from sales and maturities of taxable and non-taxable debt securities into lower yielding investments as a result of a decrease in market interest rates.
Interest Expense. Total interest expense decreased $1.9 million, or 61.1%, to $1.2 million for the year ended December 31, 2021 from $3.2 million for the year ended December 31, 2020. Interest expense on deposit accounts decreased $929,000, or 61.3%, to $586,000 for the year ended December 31, 2021 from $1.5 million for the year ended December 31, 2020. The average balance of interest-bearing deposits increased to $292.4 million for the year ended December 31, 2021 from $262.3 million for the year ended December 31, 2020, representing an increase of $30.1 million, or 11.5%, primarily as a result of an increase in the average balance of retail deposits primarily retail NOW and demand deposits and savings deposits. The weighted average rate of interest-bearing deposits decreased to 0.20% for the year ended December 31, 2021 from 0.58% for the year ended December 31, 2020 primarily due to a decrease in market interest rates offset by an increase in interest-bearing deposit balances.
Interest expense on borrowings consists of interest on advances from the Federal Home Loan Bank and the Federal Reserve Bank. Interest expense on borrowings decreased $1.0 million, or 60.9%, to $649,000 for the year ended December 31, 2021 from $1.7 million for the year ended December 31, 2020 due primarily to the retirement of $18.0 million of long-term borrowings from the Federal Home Loan Bank in advance of their scheduled maturities during 2020, a decrease in the average balance of borrowings and a decrease in market interest rates offset by the retirement of $20.0 million of long-term borrowings during 2021 in advance of their scheduled maturities. Interest rates on borrowings retired during 2021 were above current market rates and were scheduled to mature in 2024 and 2025. We were able to retire these borrowings without incurring prepayment penalties. Interest expense on the retired borrowings, calculated as the present value of the total interest to be paid over the original scheduled maturity period, amounted to $281,000 and $838,000 during the years ended December 31, 2021 and 2020, respectively. The average balance of borrowings decreased $29.9 million, or 42.0%, to $41.2 million for the year ended December 31, 2021 from $71.1 million for the year ended December 31, 2020. The weighted average rate of borrowings decreased to 1.57% for the year ended December 31, 2021 from 2.33% for the year ended December 31, 2020 due primarily to a decrease in market interest rates and the net decrease in interest expense associated with retired borrowings.
Net Interest and Dividend Income. Net interest and dividend income increased $1.6 million, or 12.5%, to $14.3 million for the year ended December 31, 2021 from $12.7 million for the year ended December 31, 2020. This increase was due to a $27.8 million, or 6.3%, increase in the balance of average interest-earning assets and a 58 basis point, or 61.2%, decrease in the weighted average rate of average interest-bearing liabilities during the year ended December 31, 2021. Net interest margin increased to 3.04% for the year ended December 31, 2021 from 2.88% for the year ended December 31, 2020.
Provision for Loan Losses. Based upon managements analysis of the allowance for loan losses, a $205,000 provision for loan losses was recorded for the year ended December 31, 2021 compared to $480,000 for the year ended December 31, 2020. The decrease in the provision for loan losses for the year ended December 31, 2021 was primarily due to adjustments to qualitative factors reflecting improved economic conditions compared to economic uncertainties as a result of COVID-19 during 2020.
Non-Interest Income. Non-interest income increased $203,000, or 9.9%, to $2.2 million for the year ended December 31, 2021 compared to $2.0 million for the year ended December 31, 2020. The increase in non-interest income during the year ended December 31, 2021 was due primarily to a $125,000, or 30.5%, increase in securities gains, net, a $166,000 increase in loan servicing fee income (loss), a $49,000, or 24.7%, increase in investment service fees, and a $28,000, or 2.9%, increase in customer service fees, offset by a decrease of $193,000, or 59.8%, in gain on sale of loans. The increase in loan servicing fee income (loss) reflects primarily, an increase in the fair value of our mortgage servicing intangible asset during the year ended December 31, 2021.
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Non-Interest Expense. Non-interest expense decreased $105,000, or 0.8%, to $13.1 million for the year ended December 31, 2021 from $13.2 million for the year ended December 31, 2020. The decrease in non-interest expense was due primarily to a $236,000, or 2.9%, decrease in salaries and employee benefits, a $57,000, or 6.4%, decrease in professional fees and assessments, a $34,000, or 5.1%, decrease in occupancy expense and a $28,000, or 4.9%, decrease in equipment expense, offset by a $241,000 or 20.7%, increase in data processing during the year ended December 31, 2021. The decrease in salaries and employee benefits was due to the elimination of certain positions and early retirements during 2020, offset by normal salary increases. The increase in data processing was due primarily to continued investment in cybersecurity initiatives and enhancements to our customer-based technologies.
Income Taxes. Income tax expense was $601,000 for the year ended December 31, 2021 compared to an income tax benefit of $24,000 for the year ended December 31, 2020. The effective tax rate was 18.7% and (2.3)% for the years ended December 31, 2021 and 2020, respectively. Income before income tax expense increased $2.2 million, or 205.4%, to $3.2 million for the year ended December 31, 2021 from $1.1 million for the year ended December 31, 2020. The increase in the effective tax rate for 2021 as compared to 2020 was primarily due to a lack of a state net operating loss carry forward in the current year as it was utilized in 2020.
Management of Market Risk
General. Most 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 loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage our exposure to changes in market interest rates. Accordingly, the board of directors established a management-level Asset/Liability Management Committee, which takes responsibility for overseeing the asset/liability management process and related procedures. The Asset/Liability Management Committee meets on at least a quarterly basis and reviews asset/liability strategies, liquidity positions, alternative funding sources, interest rate risk measurement reports, capital levels and economic trends at both national and local levels. Our interest rate risk position is also monitored quarterly by the board of directors.
We manage our interest rate risk in an effort to minimize the exposure of our earnings and capital to changes in market interest rates. We have implemented the following strategies to manage our interest rate risk: originating loans with adjustable interest rates; promoting core deposit products; selling a portion of fixed-rate one- to four-family residential real estate loans; maintaining investments as available-for-sale; diversifying our loan portfolio; and strengthening our capital position. By following these strategies, we believe that we are better positioned to react to changes in market interest rates.
Net Portfolio Value Simulation. We analyze our sensitivity to changes in interest rates through a net portfolio value of equity (NPV) model. NPV represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet contracts. The NPV ratio represents the dollar amount of our NPV divided by the present value of our total assets for a given interest rate scenario. NPV attempts to quantify our economic value using a discounted cash flow methodology while the NPV ratio reflects that value as a form of capital ratio. We estimate what our NPV would be at a specific date. We then calculate what the NPV would be at the same date throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve. We currently calculate NPV under the assumptions that interest rates increase 100, 200, 300 and 400 basis points from current market rates and that interest rates decrease 100 and 200 basis points from current market rates.
The following table presents the estimated changes in our net portfolio value that would result from changes in market interest rates as of June 30, 2022 and December 31, 2021.
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As of June 30, 2022:
Net Portfolio Value (NPV) | NPV as Percent of Portfolio Value of Assets |
|||||||||||||||||||
Basis Point (bp) Change in Interest Rates |
Dollar |
Dollar Change |
Percent Change |
NPV Ratio |
Change | |||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
400 bp |
$ | 43,530 | $ | (18,965 | ) | (30.3 | )% | 10.5 | % | (229 | ) | |||||||||
300 bp |
48,399 | (14,096 | ) | (22.6 | ) | 11.2 | (157 | ) | ||||||||||||
200 bp |
53,393 | (9,102 | ) | (14.6 | ) | 11.8 | (92 | ) | ||||||||||||
100 bp |
58,482 | (4,013 | ) | (6.4 | ) | 12.4 | (32 | ) | ||||||||||||
0 | 62,495 | | | 12.8 | | |||||||||||||||
(100) bp |
63,018 | 9,625 | 0.8 | 12.4 | (39 | ) | ||||||||||||||
(200) bp |
60,479 | (2,016 | ) | (3.2 | ) | 11.4 | (132 | ) |
As of December 31, 2021:
Net Portfolio Value (NPV) | NPV as Percent of Portfolio Value of Assets |
|||||||||||||||||||
Basis Point (bp) Change in Interest Rates |
Dollar |
Dollar Change |
Percent Change |
NPV Ratio |
Change | |||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
400 bp |
$ | 46,403 | $ | (9,528 | ) | (17.0 | )% | 11.2 | % | (23 | ) | |||||||||
300 bp |
49,878 | (6,053 | ) | (10.8 | ) | 11.6 | 12 | |||||||||||||
200 bp |
53,103 | (2,828 | ) | (5.1 | ) | 11.8 | 35 | |||||||||||||
100 bp |
55,794 | (137 | ) | (0.2 | ) | 11.9 | 43 | |||||||||||||
0 | 55,931 | | | 11.4 | | |||||||||||||||
(100) bp |
47,726 | (8,202 | ) | (14.7 | ) | 9.5 | (195 | ) |
The percent change to NPV in the (100) bp change in interest rates scenario was (14.7)% at December 31, 2021 versus a policy limit of (10.0)%. An extremely low interest rate environment may artificially reduce the calculated inherent value of our non-maturity deposits, which can inordinately impact the sensitivity of the NPV resulting in a mathematical aberration. All other categories of percent change to NPV were within policy limits.
Economic Value of Equity. Like most financial institutions, our profitability depends to a large extent upon our net interest income, which is the difference between our interest income on interest-earning assets, such as loans and securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowed funds, adjusted for the value of off-balance sheet contracts. Accordingly, our results of operations depend largely on movements in market interest rates and our ability to manage our interest-rate sensitive assets and liabilities in response to these movements. Factors such as inflation, recession, and instability in financial markets, among other factors beyond our control, may affect interest rates.
In a rising interest rate environment, we would expect that the rates on our deposits and borrowings would reprice upwards faster than the rates on our long-term loans and investments, which would be expected to compress our interest rate spread and have a negative effect on our profitability. Furthermore, increases in interest rates may adversely affect 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. Conversely, decreases in interest rates can result in increased prepayments of loans and mortgage-related securities, as borrowers refinance to reduce their borrowing costs. Under these circumstances, we are subject to reinvestment risk as we may have to redeploy such loan or securities proceeds into lower-yielding assets, which might also negatively impact our income. If interest rates rise, we expect that our economic value of equity would decrease. Economic value of equity represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities. Our economic value of equity analysis as of June 30, 2022 and December 31, 2021 estimated that, in the event of an instantaneous 200 basis point increase in interest rates, we would experience a 14.6% and 5.1% decrease in economic value of equity, respectively. At the same dates, our analysis estimated that, in the event of an instantaneous 100 basis point decrease in interest rates, we would experience a 0.8% increase and a 14.7% decrease in the economic value of equity, respectively. As noted above,
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we believe the decrease at December 31, 2021 is a mathematical aberration due to the then extremely low interest rate environment.
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 our ability to originate real estate loans, the value of our assets and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings. Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on our balance sheet or projected operating results.
Liquidity and Capital Resources
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, proceeds from the sale of loans and proceeds from sales and maturities of securities. We also rely on borrowings from the Federal Home Loan Bank as supplemental sources of funds. At June 30, 2022, we had $64.3 million outstanding in advances from the Federal Home Loan Bank and the ability to borrow an additional $58.0 million. Additionally, at June 30, 2022, we had an overnight line of credit with the Federal Home Loan Bank for up to $3.0 million and unsecured Fed Funds borrowing lines of credit with two correspondent banks for up to $5.0 million. At June 30, 2022, there were no outstanding balances under any of these additional credit facilities.
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 and available-for-sale investment securities. 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 $2.9 million for the six months ended June 30, 2022 and $2.4 million and $1.4 million for the years ended December 31, 2021 and 2020, respectively. Net cash used by investing activities, which consists primarily of disbursements for loan originations and purchases and the purchase of securities available-for-sale, offset by principal collections on loans, proceeds from sales, maturities and principal payments received on securities available-for-sale, was $34.4 million for the six months ended June 30, 2022 and $43.5 million and $31.9 million for the years ended December 31, 2021 and 2020, respectively. Net cash provided by financing activities, consisting primarily of activity in deposit accounts, Federal Home Loan Bank and Federal Reserve Bank advances, was $28.9 million for the six months ended June 30, 2022 and $41.7 million and $32.5 million for the years ended December 31, 2021 and 2020, respectively.
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. We have no material commitments for capital expenditures as of June 30, 2022. COVID-19 has impacted our business and that of many of our customers, and the ultimate impact will depend on future developments, which remain uncertain, including the scope and duration of the pandemic and actions taken by governmental authorities in response to it. Our current strategy is to increase core deposits and utilize FHLB advances and brokered deposits to fund loan growth.
First Seacoast Bancorp is a separate legal entity from First Seacoast Bank and must provide for its own liquidity to pay its operating expenses and other financial obligations and to fund repurchases of shares of common stock. First Seacoast Bancorps primary source of income is dividends received from First Seacoast Bank. The amount of dividends that First Seacoast Bank may declare and pay to First Seacoast Bancorp is governed by applicable bank regulations. At June 30, 2022, First Seacoast Bancorp (on an unconsolidated basis) had liquid assets of $9.2 million.
At June 30, 2022, First Seacoast Bank exceeded all of its regulatory capital requirements. Management is not aware of any conditions or events that would change First Seacoast Banks categorization as well-capitalized.
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The net proceeds from the stock offering will significantly increase our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including funding loans. Our financial condition and results of operations will be enhanced by the net proceeds from the stock offering, which will increase our net interest-earning assets and net interest income. However, due to the increase in equity resulting from the net proceeds raised in the stock offering, as well as other factors associated with the stock offering, our return on equity will be adversely affected following the stock offering. See Risk Factors Risks Related to the Stock Offering Our return on equity will be low following the stock offering. This could negatively affect the trading price of our shares of common stock.
Off-Balance Sheet Arrangements and Contractual Obligations
Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At June 30, 2022, we had outstanding commitments to originate loans of $21.9 million and unfunded lines of credit of $50.8 million. We anticipate that we will have sufficient funds available to meet our current lending commitments. Time deposits that are scheduled to mature in one year or less from June 30, 2022 totaled $24.4 million. Management expects that a substantial portion of the maturing time deposits will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.
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
See note 3 to the consolidated financial statements for a description of recent accounting pronouncements that may affect our financial condition and results of operations.
Impact of Inflation and Changing Price
The consolidated financial statements and related data presented elsewhere in this prospectus have been prepared in accordance with generally accepted accounting principles in the United States of America which require 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 FIRST SEACOAST BANCORP, INC. AND FIRST SEACOAST BANCORP
First Seacoast Bancorp, Inc.
First Seacoast Bancorp, Inc., a Maryland corporation, was organized on September 2, 2022. Upon completion of the conversion and stock offering, it will become the holding company of First Seacoast Bank and will succeed to all of the business and operations of First Seacoast Bancorp and First Seacoast Bancorp, MHC, each of which will cease to exist upon completion of the conversion and stock offering.
As part of the conversion and stock offering, First Seacoast Bancorp, Inc. will receive the cash and other assets of First Seacoast Bancorp, the cash of First Seacoast Bancorp, MHC, and the net proceeds it retains from the stock offering. A portion of the net proceeds will be used to fund a loan to the First Seacoast Bank Employee Stock Ownership Plan. First Seacoast Bancorp, Inc. will have no significant liabilities. It intends to use the support staff and
61
offices of First Seacoast Bank and will pay First Seacoast Bank for these services. If First Seacoast Bancorp, Inc. expands or changes its business in the future, it may hire its own employees.
First Seacoast Bancorp, Inc. intends to invest the net proceeds of the stock offering as discussed under How We Intend to Use the Proceeds From the Stock Offering. In the future, it may pursue other business activities, including mergers and acquisitions, investment alternatives and diversification of operations. There are, however, no current understandings or agreements for any of these activities.
First Seacoast Bancorp, Inc. will be subject to comprehensive regulation by the Federal Reserve Board.
First Seacoast Bancorp
First Seacoast Bancorp, a federal corporation, owns all of the outstanding shares of common stock of First Seacoast Bank. First Seacoast Bancorps primary business activity is directing the operations of First Seacoast Bank through its ownership of First Seacoast Bank. At June 30, 2022, First Seacoast Bancorp had consolidated total assets of $510.2 million, deposits of $387.9 million and stockholders equity of $51.9 million.
In July 2019, First Seacoast Bank reorganized into the two-tier mutual holding company structure and became the wholly-owned subsidiary of First Seacoast Bancorp. As part of the reorganization, First Seacoast Bancorp sold 2,676,740 shares of its common stock to the public at a price of $10.00 per share and contributed 60,835 shares of its common stock to the First Seacoast Community Foundation, Inc., together representing 45% of its then-outstanding shares of common stock, and issued an additional 3,345,925 shares of common stock, or 55% of its then-outstanding shares of common stock, to First Seacoast Bancorp, MHC.
First Seacoast Bancorp is subject to comprehensive regulation by the Federal Reserve Board.
BUSINESS OF FIRST SEACOAST BANK
General
First Seacoast Bank has served residents of the Seacoast area of New Hampshire since 1890. Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings from the Federal Home Loan Bank, in one- to four-family residential real estate loans, commercial real estate and multi-family real estate loans, acquisition, development and land loans, commercial and industrial loans, home equity loans and lines of credit and consumer loans. In recent years, we have increased our focus, consistent with what we believe to be conservative underwriting standards, on originating higher yielding commercial real estate and commercial and industrial loans.
Our results of operations are largely dependent on net interest income, which is the difference between the interest earned on loans and securities and interest paid on deposits and borrowings, and non-interest income largely from customer service fees. The results of operations are also affected by the level of operating expenses, the provision for loan losses, the impact of federal and state income taxes, the relative levels of interest rates and local and national economic activity.
Investment management services are offered through FSB Wealth Management, which operates as a division of First Seacoast Bank. FSB Wealth Management provides access to non-Federal Deposit Insurance Corporation-insured products that include retirement planning, portfolio management, investment and insurance strategies, business retirement plans and college planning to individuals throughout our primary market area. These investments and services are offered through a third-party registered broker-dealer and investment advisor. FSB Wealth Management receives fees from advisory services and commissions on individual investment and insurance products purchased by clients.
First Seacoast Bank is active in the communities it serves. First Seacoast Bank makes investments in community development lending and investments in low-income housing all of which strive to improve the communities we serve. In 2019, First Seacoast Bancorp established the First Seacoast Community Foundation, Inc., a
62
charitable foundation dedicated to supporting charitable organizations operating in First Seacoast Banks local community.
First Seacoast Bank is subject to comprehensive regulation and examination by its primary federal regulator, the Office of the Comptroller of the Currency.
First Seacoast Banks website address is www.firstseacoastbank.com. Information on this website is not and should not be considered a part of this prospectus.
Market Area
We conduct our operations from four full-service banking offices in Strafford County, New Hampshire, and one full-service banking office in Rockingham County, New Hampshire. Those counties are located in the southeastern part of the state along the New Hampshire Seacoast. We consider our primary lending market area to be Strafford and Rockingham Counties in New Hampshire and York County in southern Maine. We view the greater Seacoast region as a primary area for growth, in light of its favorable demographic characteristics, such as a growing population in some relatively affluent markets. At the same time, the attractive features of the region have fostered a highly competitive environment for financial service providers.
The New Hampshire and southern Maine Seacoast regions economy is fairly diversified, with employment in education, healthcare, government, services, retail and manufacturing sectors. Our Strafford County branches are located in the cities of Dover, Durham, Barrington and Rochester. Top employment sectors in Strafford County include services, healthcare, government, education, insurance, wholesale/retail, and manufacturing. Our Rockingham County branch is located in the city of Portsmouth. Top employment sectors in Rockingham County include services, healthcare, government, insurance, wholesale/retail, pharmaceuticals, and biotech. Additionally, although we do not have a branch office in York County, Maine, many of our customers work and reside in York County, which is contiguous to Strafford County. Our Dover headquarters is located approximately 65 miles from Boston and less than 50 miles from each of Manchester, New Hampshire, and Portland, Maine.
Based on published data, Rockingham County has a population of 317,000 and median household income of $102,139, which exceeds the median for the State of New Hampshire. Strafford County has a population of 52,000 and a median household income of $80,876, compared to the median of $85,417 for the State of New Hampshire. Rockingham County and Strafford County have each experienced population growth from 2017 to 2022, a trend that is expected to continue through 2027. Based on published data, Rockingham County and Strafford County both had a June 2022 unemployment rate of 2.0%, which was equal to the New Hampshire unemployment rate but less than the nationwide rate of 3.8%.
Competition
The financial services industry is highly competitive. First Seacoast Bank experiences substantial competition with other commercial banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market funds, credit unions and other non-bank financial service providers in attracting deposits, making loans and attracting wealth management customers. The competing major commercial banks have greater resources that may provide them a competitive advantage by enabling them to maintain numerous branch offices and mount extensive advertising campaigns. The increasingly competitive environment is the result of changes in regulation, changes in technology and product delivery systems, additional financial service providers and the accelerating pace of consolidation among financial services providers.
The financial services industry has become even more competitive as a result of 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 to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems.
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Some of First Seacoast Banks non-banking competitors have fewer regulatory constraints and may have lower cost structures. In addition, some competitors have assets, capital and lending limits greater than that of First Seacoast Bank, greater access to capital markets and offer a broader range of products and services than First Seacoast Bank. These institutions may have the ability to finance wide-ranging advertising campaigns and may also be able to offer lower rates on loans and higher rates on deposits than First Seacoast Bank can offer.
Various in-state market competitors and out-of-state banks continue to enter or have announced plans to enter or expand their presence in the market areas in which First Seacoast Bank currently operates. With the addition of new banking presences within our market, First Seacoast Bank expects increased competition for loans, deposits and other financial products and services. Our competition for loans comes primarily from financial institutions in our market area. Our experience in recent years is that many financial institutions in our market area, especially community banks that are seeking to significantly expand their commercial loan portfolios and banks located in lower growth regions in New Hampshire and Maine, have been willing to price commercial loans aggressively in order to gain market share.
First Seacoast Bank intends to continue to rely upon local promotional activities, personal relationships established by officers, directors and employees with their customers and specialized services tailored to meet the needs of the communities served. Management believes that it can compete effectively as a result of local market knowledge, local decision making and awareness of customer needs.
At June 30, 2021 (the latest date for which public information is made available by the Federal Deposit Insurance Corporation), First Seacoast Banks deposit market share was 0.49% of total Federal Deposit Insurance Corporation-insured deposits in Rockingham County, representing the 17th largest market share of the 26 Federal Deposit Insurance Corporation-insured institutions with banking offices in the county, and 13.68% of total Federal Deposit Insurance Corporation-insured deposits in Strafford County, representing the 3rd largest market share of the 12 Federal Deposit Insurance Corporation-insured institutions with banking offices in the county. This data excludes deposits held by credit unions.
Lending Activities
General. Historically, our lending activities have emphasized one- to four-family residential real estate loans, and such loans continue to comprise the largest portion of our loan portfolio. Other areas of lending include commercial real estate loans and multi-family real estate loans, acquisition, development and land loans, commercial and industrial loans, home equity loans and lines of credit and consumer loans. Subject to market conditions and our asset-liability analysis, we expect to continue to increase our focus on commercial real estate and commercial and industrial loans, in an effort to diversify our overall loan portfolio and increase the overall yield earned on our loans. We compete for loans by offering high quality personalized service, providing convenience and flexibility, providing timely responses on loan applications and by offering competitive pricing of loan products.
As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our potential future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. For additional information, see note 15 of the notes to consolidated financial statements.
Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated.
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At June 30, 2022 | At December 31, | |||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||
Amount | Percent |
Amount | Percent | Amount | Percent | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
One- to four-family residential real estate |
$ | 240,242 | 62.6 | % | $ | 234,199 | 62.4 | % | $ | 213,718 | 58.2 | % | ||||||||||||
Commercial real estate |
77,349 | 20.2 | % | 72,057 | 19.2 | % | 66,166 | 18.0 | % | |||||||||||||||
Acquisition, development and land |
17,078 | 4.5 | % | 21,365 | 5.7 | % | 23,145 | 6.3 | % | |||||||||||||||
Commercial and industrial |
24,641 | 6.4 | % | 26,851 | 7.2 | % | 45,262 | 12.3 | % | |||||||||||||||
Home equity loans and lines of credit |
9,201 | 2.4 | % | 6,947 | 1.9 | % | 9,583 | 2.6 | % | |||||||||||||||
Multi-family |
8,683 | 2.3 | % | 8,998 | 2.4 | % | 6,619 | 1.8 | % | |||||||||||||||
Consumer |
6,246 | 1.6 | % | 4,574 | 1.2 | % | 2,944 | 0.8 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total loans |
$ | 383,440 | 100.0 | % | $ | 374,991 | 100.0 | % | $ | 367,437 | 100.0 | % | ||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Net deferred loan costs |
2,161 | 1,650 | 705 | |||||||||||||||||||||
Allowance for loan losses |
(3,644 | ) | (3,590 | ) | (3,342 | ) | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Net loans |
$ | 381,957 | $ | 373,051 | $ | 364,800 | ||||||||||||||||||
|
|
|
|
|
|
Contractual Maturities. The following tables set forth the contractual maturities of our total loan portfolio at June 30, 2022 and December 31, 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 table presents contractual maturities and does not reflect repricing or the effect of prepayments. Actual maturities may differ.
June 30, 2022 |
One- to
Four- |
Commercial Real Estate |
Acquisition, Development and Land |
Commercial and Industrial |
||||||||||||
(In thousands) | ||||||||||||||||
Amounts due in: |
||||||||||||||||
One year or less |
$ | 130 | $ | 2,710 | $ | 2,099 | $ | 2,687 | ||||||||
More than one to five years |
1,816 | 14,231 | 191 | 17,856 | ||||||||||||
More than five years to fifteen years |
43,178 | 39,881 | 4,412 | 3,600 | ||||||||||||
More than fifteen years |
195,118 | 20,527 | 10,376 | 498 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 240,242 | $ | 77,349 | $ | 17,078 | $ | 24,641 | ||||||||
|
|
|
|
|
|
|
|
June 30, 2022 |
Home Equity of Credit |
Multi-family | Consumer | Total | ||||||||||||
(In thousands) | ||||||||||||||||
Amounts due in: |
||||||||||||||||
One year or less |
$ | 185 | $ | | $ | 85 | $ | 7,896 | ||||||||
More than one to five years |
250 | 452 | 974 | 35,770 | ||||||||||||
More than five years to fifteen years |
1,889 | 7,820 | 573 | 101,353 | ||||||||||||
More than fifteen years |
6,877 | 411 | 4,614 | 238,421 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 9,201 | $ | 8,683 | $ | 6,246 | $ | 383,440 | ||||||||
|
|
|
|
|
|
|
|
December 31, 2021 |
One- to Four- Real Estate |
Commercial Real Estate |
Acquisition, Development and Land |
Commercial and Industrial |
||||||||||||
(In thousands) | ||||||||||||||||
Amounts due in: |
||||||||||||||||
One year or less |
$ | 23 | $ | 1,860 | $ | 751 | $ | 2,207 | ||||||||
More than one to five years |
1,708 | 11,829 | 1,450 | 21,571 | ||||||||||||
More than five years to fifteen years |
47,459 | 38,688 | 7,928 | 2,363 | ||||||||||||
More than fifteen years |
185,009 | 19,680 | 11,236 | 710 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 234,199 | $ | 72,057 | $ | 21,365 | $ | 26,851 | ||||||||
|
|
|
|
|
|
|
|
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December 31, 2021 |
Home Equity Loans and Lines of Credit |
Multi-family | Consumer | Total | ||||||||||||
(In thousands) | ||||||||||||||||
Amounts due in: |
||||||||||||||||
One year or less |
$ | 333 | $ | | $ | 20 | $ | 5,194 | ||||||||
More than one to five years |
480 | 479 | 965 | 38,482 | ||||||||||||
More than five years to fifteen years |
2,276 | 7,792 | 347 | 106,853 | ||||||||||||
More than fifteen years |
3,858 | 727 | 3,242 | 224,462 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 6,947 | $ | 8,998 | $ | 4,574 | $ | 374,991 | ||||||||
|
|
|
|
|
|
|
|
Fixed- and Adjustable-Rate Loan Schedule. The following table sets forth our fixed- and adjustable-rate loans at June 30, 2022 that are contractually due after June 30, 2023.
June 30, 2022 | ||||||||||||
Fixed | Adjustable | Total | ||||||||||
(In thousands) | ||||||||||||
One- to four-family residential real estate |
$ | 233,291 | $ | 6,821 | $ | 240,112 | ||||||
Commercial real estate |
34,069 | 40,570 | 74,639 | |||||||||
Acquisition, development and land |
10,018 | 4,961 | 14,979 | |||||||||
Commercial and industrial |
20,645 | 1,309 | 21,954 | |||||||||
Home equity loans and lines of credit |
83 | 8,933 | 9,016 | |||||||||
Multi-family |
5,206 | 3,477 | 8,683 | |||||||||
Consumer |
6,113 | 48 | 6,161 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 309,425 | $ | 66,119 | $ | 375,544 | ||||||
|
|
|
|
|
|
The following table sets forth our fixed- and adjustable-rate loans at December 31, 2021 that are contractually due after December 31, 2022.
December 31, 2021 | ||||||||||||
Fixed | Adjustable | Total | ||||||||||
(In thousands) | ||||||||||||
One- to four-family residential real estate |
$ | 226,641 | $ | 7,535 | $ | 234,176 | ||||||
Commercial real estate |
29,680 | 40,517 | 70,197 | |||||||||
Acquisition, development and land |
14,847 | 5,767 | 20,614 | |||||||||
Commercial and industrial |
23,331 | 1,313 | 24,644 | |||||||||
Home equity loans and lines of credit |
87 | 6,527 | 6,614 | |||||||||
Multi-family |
5,133 | 3,865 | 8,998 | |||||||||
Consumer |
4,505 | 49 | 4,554 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 304,224 | $ | 65,573 | $ | 369,797 | ||||||
|
|
|
|
|
|
One- to Four-Family Residential Real Estate Loans. Our one- to four-family residential loan portfolio consists of mortgage loans that enable borrowers to purchase or refinance existing homes, substantially all of which are collateralized by the primary residence of the borrower. At June 30, 2022, we had $240.2 million of loans secured by one- to four-family residential real estate, representing 62.6% of our total loan portfolio. Generally, all of our one- to four-family residential real estate loans are secured by properties located in the New Hampshire and southern Maine Seacoast region. Purchased loans are secured by properties located in the greater Boston market in a contiguous state.
Our one- to four-family residential real estate loans have terms of up to 30 years and are generally underwritten according to Freddie Mac guidelines in amounts up to the maximum conforming loan limits as established by Freddie Mac. We refer to loans that conform to such guidelines as conforming loans. To a lesser extent, we also originate loans above the conforming limits, which are referred to as jumbo loans. We generally underwrite jumbo loans in a manner similar to conforming loans.
At June 30, 2022, 97.1% of our one- to four-family residential real estate loans were fixed-rate loans. We sell a portion of fixed-rate conforming loans that we originate on a servicing-retained basis. Secondary market investors that purchase our loans may include Freddie Mac, the New Hampshire Housing Finance Authority and other investors.
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At June 30, 2022, 2.9% of our one- to four-family residential real estate loans were adjustable-rate loans. Our adjustable-rate mortgage loans have initial repricing terms of one, three or five years. Following the initial repricing term, such loans adjust annually for the balance of the loan term. Adjustable-rate mortgage loans are indexed to the One-Year U.S. Treasury Constant Maturity rate, plus a margin. The majority of such loans have an annual interest rate adjustment cap of 2.0% and a lifetime adjustment cap ranging from 4.0% to 6.0%. We typically hold our adjustable-rate one- to four-family residential real estate loans in our portfolio.
Loan-to-value ratios are determined by collateral type and occupancy level. We generally limit the loan-to-value ratios of our mortgage loans without private mortgage insurance to 80%. Loans where the borrower obtains private mortgage insurance may be made in excess of this limit, pursuant to requirements set by the insurance provider.
We do not offer 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 do not offer 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 during the life of the loan. We do not have a subprime lending program for one- to four-family residential real estate loans (i.e. loans that generally target borrowers with weakened credit histories).
Generally, residential mortgage loans that we originate include due-on-sale clauses, which give us the right to declare a loan immediately due and payable if, among other things, the borrower sells or otherwise disposes of the real property subject to the mortgage and the loan is not repaid. All borrowers are required to obtain title insurance for the benefit of First Seacoast Bank. We also require appropriate insurance coverage on properties securing real estate loans.
Commercial Real Estate and Multi-Family Real Estate Loans. Consistent with our strategy to diversify our loan portfolio and increase our yield, we have focused on the origination of commercial real estate and multi-family real estate loans. At June 30, 2022, we had $86.0 million in commercial real estate and multi-family real estate loans, representing 22.4% of our total loan portfolio. Of this aggregate amount, we had $54.7 million in owner-occupied commercial real estate loans, $22.7 million in non-owner-occupied commercial real estate loans and $8.7 million in multi-family real estate loans.
Our commercial real estate loans are secured by a variety of properties in our primary market area, including retail spaces, distribution centers, office buildings, manufacturing and warehouse properties, convenience stores and other local businesses, without any material concentrations in property type. Our multi-family real estate loans are secured by properties consisting of five or more rental units in our market area, including apartment buildings and student housing.
Commercial and multi-family real estate loans generally have higher balances and entail greater credit risks compared to one- to four-family residential real estate loans. The repayment 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 conditions, such as the economic uncertainties of COVID-19, 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 and multi-family real estate than residential properties. If we foreclose on a commercial or multi-family 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 commercial and multi-family real estate loans can be unpredictable and substantial.
Our commercial and multi-family real estate loans are generally originated as 10-year balloon loans, which reprice after five years and are amortized over 20 years. Interest rates on such loans are generally indexed to the Federal Home Loan Bank Five-Year Regular Classic Rate, plus a margin. The maximum loan-to-value ratio of our commercial and multi-family real estate loans is generally 80% of the lower of purchase price or appraised value of the properties securing the loan and generally requires a minimum debt-service coverage ratio of 1.2x.
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We consider a number of factors in originating commercial and multi-family real estate loans. In addition to the debt-service coverage ratio, we evaluate the loan purpose, the quality of collateral and the borrowers qualifications, experience, credit history, cash flows and financial statements and sources of repayment. Personal guarantees are generally obtained from the principals of closely-held companies. We gather information on environmental risks associated with commercial properties and also require appropriate insurance coverage on properties securing real estate loans. In addition, the borrowers and guarantors financial information is monitored on an ongoing basis by requiring periodic financial statement updates. We also purchase and participate in commercial and multi-family real estate loans from other financial institutions. Such loans are subject to the same underwriting criteria and loan approval requirements applied to loans originated by First Seacoast Bank.
At June 30, 2022, the average loan balance outstanding in the commercial real estate loans portfolio was $406,000 and the largest individual commercial real estate loan outstanding was a $3.9 million participation loan secured by a commercial building. This loan was performing in accordance with its original repayment terms at June 30, 2022. At June 30, 2022 the average loan balance outstanding in the multi-family real estate loans portfolio was $668,000 and the largest individual multi-family real estate loan outstanding was a $4.7 million participation loan secured by a 204-unit property. This loan was performing in accordance with its original repayment terms at June 30, 2022.
Acquisition, Development and Land Loans. At June 30, 2022, acquisition, development and land loans were $17.1 million, or 4.5%, of our total loan portfolio. These loans consist of residential construction loans, commercial and multi-family real estate construction loans and land loans. At June 30, 2022, the average loan balance outstanding in the acquisition, development and land loan portfolio was $255,000.
We originate loans to finance the construction or rehabilitation of owner-occupied one- to four-family residential properties to the prospective homeowners primarily located in our market area. Upon completion of construction, such loans convert to permanent mortgage loans. At June 30, 2022, residential construction loan balances were $8.0 million, or 2.1% of our total loan portfolio, with an additional $12.4 million available for advance to borrowers. Residential construction loans are generally structured as interest-only for nine months, with a loan-to-value ratio generally not exceeding 80% of the appraised value on a completed basis or the loan-to-cost of completion, whichever is less. However, if private mortgage insurance is obtained, we will consider a loan-to-value ratio up to 97%. We work with a third-party construction management firm that reviews each project before we approve the loan and continues to monitor and inspect the project during the construction phase, as disbursements are made. Once the construction project is satisfactorily completed, generally within nine months, the loan will convert to a permanent, amortizing mortgage loan for the remaining term of the loan, generally up to a maximum of 30 years total or 15 years for manufactured homes. The interest rate may be fixed or adjustable. At June 30, 2022, our largest individual residential construction loan outstanding had an outstanding balance of $980,000 and it was performing in accordance with its original repayment terms.
We also originate loans to finance the construction of commercial properties, primarily owner-occupied properties located in our market area. Upon completion of construction, such loans generally convert to permanent commercial mortgage loans. At June 30, 2022, commercial construction loans totaled $8.1 million, or 2.1% of our total loan portfolio, with an additional $4.7 million available for advance to borrowers. Commercial real estate construction loans are generally structured as interest-only for up to 18 months, with a loan-to-value of 80% of the appraised value on a completed basis or a loan-to-cost of completion ratio of up to 85%. We also originate commercial construction loans with an initial loan-to-value ratio of 90% when coupled with the U.S. Small Business Administration 504 Loan program. During the six months ended June 30, 2022, we originated five construction loans secured by owner-occupied properties under the Small Business Administration 504 Loan program, with aggregate original committed principal balances of $4.0 million. During the year ended December 31, 2021, we originated two construction loans secured by owner-occupied properties under the Small Business Administration 504 Loan program, with aggregate original principal balances of $1.9 million. We work with a third-party construction management firm that reviews each project before we approve the loan and continues to monitor and inspect the project during the construction phase, as disbursements are made. Once the construction project is satisfactorily completed, generally within 18 months, the loan will convert to a permanent, amortizing mortgage loan for the remaining term of the loan, generally up to a maximum of 20 years total (including the construction phase). The interest rate may be fixed or adjustable. At June 30, 2022, our largest commercial real estate construction loan had an outstanding balance of $1.9 million and it was performing in accordance with its original repayment terms.
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Construction loans generally involve greater credit risk than financing improved real estate, because funds are advanced upon the security of the project, which is of uncertain value before its completion. Risk of loss on a construction loan also depends upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to accurately evaluate the total funds required to complete a project and the related loan-to-value ratio. If the estimate of construction cost is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Construction loans also carry the risk that construction will not be completed on time in accordance with specifications and projected costs.
We also originate loans to finance the acquisition and development of land. Land development loans are generally secured by vacant land located in our primary market and in process of improvement. At June 30, 2022, land development loan balances were $965,000, or 0.3%, of our total loan portfolio. We generally originate commercial land development loans with loan-to-value ratios of up to 70% where all approvals and permits for improvements are already in place and up to 50% where approvals and permits are not yet in place. The maximum construction term is generally 9 months for residential development properties and 18 months for commercial development properties. At June 30, 2022, our largest land loan had an outstanding balance of $137,000 and it was performing in accordance with its original repayment terms.
Land development loans generally involve greater credit risk than long-term financing on developed real estate. If a loan is made on property that is not yet approved for the planned development, there is a risk that necessary approvals will not be granted or will be delayed. Risk of loss on a land development loan also depends upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of development costs is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Land development loans also carry the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, repayment of these loans can be dependent on the sale of the property to third parties, and the ultimate sale or rental of the property may not occur as anticipated.
Commercial and Industrial Loans. At June 30, 2022, we had $24.6 million of commercial and industrial loans representing 6.4% of our total loan portfolio, which included $139,000 of loans originated under the Paycheck Protection Program. We originate commercial and industrial loans, including equipment loans and business acquisition loans, and lines of credit to businesses operating in our local market area. Our commercial and industrial loans are generally used by the borrowers for working capital purposes or for acquiring equipment, inventory or furniture. Borrowers include professional organizations, family-owned businesses and not-for-profit businesses. These loans are generally secured by non-real estate business and personal assets, including equipment, inventory, accounts receivable and marketable securities, although we may support this collateral with liens on real property such as buildings and equipment. We generally require our commercial business borrowers to maintain their primary deposit accounts with us, which improves our overall interest rate spread and profitability.
Our commercial and industrial loans include term loans and revolving lines of credit and are made with either variable or fixed rates of interest. Variable interest rates are indexed to the Prime Rate as published in the Wall Street Journal, plus a margin. Commercial and industrial loans typically have shorter terms to maturity and higher interest rates than commercial real estate loans.
When originating commercial and industrial loans, we consider the financial history of the borrower, the debt service capabilities and cash flows of the borrower and other guarantors and the value of the underlying collateral. We generally require personal guarantees by the principals, as well as other appropriate guarantors, when personal assets are in joint names or a principals net worth is not sufficient to support the loan. Commercial and industrial loans can have a loan-to-value ratio of up to 80% of the value of the collateral securing the loan.
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To assist small businesses with their credit needs for working capital, equipment and new real estate construction or acquisition, we originate commercial and industrial loans under the Small Business Administration 7(a) and Express Guarantee programs. Typically, a 7(a) loan includes a 75% guarantee and an Express loan includes a 50% guarantee from the U.S. Government. At June 30, 2022, we had six loans outstanding with an aggregate principal balance of $1.6 million with Small Business Administration 7(a) guarantees totaling $1.1 million and six Small Business Administration Express loans with an aggregate principal balance of $323,000 with guarantees totaling $162,000.
We intend to expand our commercial and industrial lending activities in order to diversify our loan portfolio, increase our yield and offer a full range of products to our commercial customers. However, these loans have greater credit risk than one- to four-family residential real estate loans. Our commercial and industrial loans are made based primarily on historical and projected cash flows of the borrower, the borrowers experience and stability and the value and marketability of the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not materialize as forecasted, and collateral securing loans may fluctuate in value because of economic or individual performance factors. As a result, the availability of funds for the repayment of commercial and industrial loans may depend substantially on the success of the business itself and the general economic environment in our market area. In addition, commercial and industrial loans often result in larger outstanding balances to single borrowers, or related groups of borrowers, and also generally require substantially greater evaluation and oversight efforts. Accordingly, financial information is obtained from the borrowers to evaluate cash flow sufficiency and is periodically updated during the life of the loan.
At June 30, 2022, the average loan balance outstanding in the commercial and industrial loans portfolio was $230,000. At June 30, 2022, the largest individual commercial and industrial loan had an outstanding balance of $3.0 million and is secured by marketable securities. This loan was performing in accordance with its original repayment terms at June 30, 2022.
Home Equity Loans and Lines of Credit. We offer home equity loans and lines of credit, which 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, generally within our primary market area. At June 30, 2022, outstanding balances on home equity loans and lines of credit totaled $9.2 million, or 2.4% of our total loan portfolio, and the lines of credit had an additional $21.1 million available to draw.
Home equity loans are originated as fixed-rate term loans. Home equity lines of credit are tied to the Prime Rate as published in the Wall Street Journal and are offered for terms of up to 25 years, with a 10-year draw period and 15-year repayment period. Generally, our home equity loans and lines of credit are originated with loan-to-value ratios of up to 80%, inclusive of existing liens on the property.
Consumer Loans. We offer consumer loans to individuals who reside or work in our market area. Consumer lending has historically been a minor area of lending diversification for us. Consumer loans, other than consumer loans secured by manufactured housing properties, generally consist of installment loans extended directly to the borrower. These loans generally have shorter terms to maturity, which reduces our exposure to changes in interest rates. In addition, management believes that offering consumer loan products helps to expand and create stronger ties to our existing customer base by increasing the number of customer relationships and providing cross-marketing opportunities. It is expected that growth for this segment of our consumer loan portfolio will be limited, with such loans extended primarily to pre-existing First Seacoast Bank customers. At June 30, 2022, consumer loans totaled $6.2 million, or 1.6% of our total loan portfolio, of which $730,000 was unsecured.
During 2019, we began to purchase consumer loans secured by manufactured housing properties to supplement our consumer loan origination efforts. We purchased $1.3 million, $2.0 million and $1.5 million of these loans during the six months ended June 30, 2022 and the years ended December 31, 2021 and 2020, respectively. These loans are secured by properties located in the greater Seacoast region. At June 30, 2022, the portfolio of these loans had aggregate outstanding principal balances of $4.9 million and were performing in accordance with their original repayment terms. We expect that growth in this segment of our consumer loan portfolio will continue to increase in the future.
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Loan Approval Procedures and Authority
Our lending activities follow written, non-discriminatory, underwriting standards and loan origination procedures established by our board of directors and management. 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. Our board of directors has established a Loan Officers Review Committee to oversee loan approvals. The voting members of the Loan Officers Review Committee consist of our President and Chief Executive Officer, Senior Vice President Chief Financial Officer, Senior Vice President Senior Commercial Loan Officer, Senior Vice President Senior Retail Loan Officer, Senior Vice President Bank Administration and Risk Management Officer, and Vice President Director of Retail Banking and Sales Manager.
The board of directors has granted loan approval authority to certain officers up to prescribed limits, depending on the seniority of the officer, the type of loan and underlying security. Our President and Chief Executive Officer has aggregate approval authority of up to $400,000 per relationship. Individual loan officers generally can approve secured commercial loans of up to $100,000 and residential real estate loans of up to $250,000. Loans in excess of individual officers lending limits generally can be approved by a second loan officer who is a voting member of our Loan Officers Review Committee, up to additional prescribed limits of $350,000 for secured commercial loans and $600,000 for residential real estate loans. Loans in excess of such additional limits require approval of the full Loan Officers Review Committee. The Loan Officers Review Committee generally may approve secured commercial loans of up to $1.0 million regardless of existing non-commercial loan exposure. Any relationships in excess of $1.5 million must be approved by the board of directors.
From time to time, a loan applicant may not meet one or more of the loan policy or loan program requirements, which would ordinarily result in a denial of the loan application. A loan officer may seek an exception on behalf of the applicant. Any loan made with an exception to policy requires one additional level of approval, except that loans requiring the approval of the Loan Officers Review Committee or the board of directors are exempt from the requirement of additional approval.
Loans-to-One Borrower
Pursuant to federal law, the aggregate amount of loans that we are permitted to make to any one borrower or a group of related borrowers is generally limited to 15% of our 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, 2022, based on the 15% limitation, our loans-to-one-borrower limit was approximately $8.2 million. At June 30, 2022, our largest loan relationship with one borrower was $6.0 million in commercial real estate loans secured primarily by retail and warehouse properties located in our primary market area, which were performing in accordance with their original repayment terms.
Loan Originations, Purchases and Sales
Our loan originations are generated by our loan personnel operating at our banking office locations. Residential real estate loans are generated by our mortgage loan officers through referrals from real estate brokers, builders, walk-in customers, online applications, participation in local home shows, events with local realtors, contacts in the local community and referrals. Commercial real estate and commercial and industrial loans are originated through our commercial lenders, through previous lending relationships, referrals, direct solicitation and participation in industry-specific associations. Additionally, small business lending relationships are generated through our business development officers. Consumer loans are generated largely to existing customers and walk-ins. Loan generation is supported by our advertising campaigns.
While we originate both fixed-rate and adjustable-rate loans, our ability to generate each type of loan depends upon relative borrower demand and the pricing levels as set in the local marketplace by competing banks, thrifts, credit unions and mortgage banking companies. Our volume of real estate loan originations is influenced significantly by market interest rates, and, accordingly, the volume of our real estate loan originations can vary from period to period.
We consider our balance sheet, as well as market conditions, on an ongoing basis in making decisions as to whether to hold one- to four-family residential real estate loans we originate in our portfolio for investment or to sell
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such loans to investors, based on profitability and risk management considerations. We sell selected conforming, 15-year and 30-year fixed-rate one- to four-family residential real estate loans that we originate, on a servicing-retained basis, when we are able to, and strategically retain non-eligible fixed-rate and adjustable-rate one- to four-family residential real estate loans in order to manage the duration and time to repricing of our one- to four-family residential loan portfolio. For the six months ended June 30, 2022 and the years ended December 31, 2021 and 2020, we sold $497,000, $6.2 million and $12.0 million, respectively, of our one- to four-family residential real estate loans. In addition to purchasing consumer loans secured by manufactured housing properties, as discussed above under Consumer Loans, we purchase one- to four-family jumbo residential real estate loans to supplement our own origination efforts. We did not purchase any such loans during the six months ended June 30, 2022. During the years ended December 31, 2021 and 2020, we purchased $14.1 million and $9.9 million, respectively, of one- to four-family jumbo residential real estate loans secured by properties located in the greater Boston market. As of June 30, 2022, the portfolio of purchased residential real estate loans had outstanding principal balances of $26.5 million and were performing in accordance with their original repayment terms. We also purchase participation interests in commercial and multi-family real estate loans in which we are not the lead originating lender. At June 30, 2022, we had outstanding participation interests totaling $20.6 million. All loan purchases and participations interests are subject to the same underwriting criteria and loan approvals that apply to loans that we originate for our portfolio. The properties are independently appraised and subject to field inspections by our loan officers.
Delinquent Loans and Non-Performing Assets
Delinquency Procedures. Our collection procedures for residential mortgage loans typically follow Freddie Mac collection guidelines, particularly the guidelines for residential mortgage loans serviced for others. When a residential real estate or consumer loan payment becomes more than 15 days past due, a notice is automatically sent to the customer. Once the letter is sent, we begin contacting the customer either by telephone or additional letters as appropriate. Alternating telephone attempts and additional letters continue until a loan becomes 90 days past due, at which point we would place the loan on non-accrual status and generally refer the loan for foreclosure proceedings, unless management determines that it is in the best interest of First Seacoast Bank to work further with the borrower to arrange a workout plan. The foreclosure process generally would begin when a loan becomes 120 days delinquent. We do not pursue multiple collections processes, such as considering modifications or workouts, while proceeding with foreclosure.
When a commercial loan or commercial real estate loan becomes 10 days past due, we contact the customer by mailing a late notice. The loan officer assigned to the account may also contact the borrower. If the loan continues to be past due, the loan officer will continue to contact the borrower to determine the cause of the past due payment(s) and arrange for payments. If a loan payment becomes 30 days past due, it will be reviewed by the Loan Officers Review Committee to develop a plan to bring the past due payment(s) current and determine if the likelihood of repayment is in question. The loan will also be evaluated for a change to the risk rating. If necessary, we will engage an attorney to pursue further collection efforts.
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Delinquent Loans. The following tables set forth our loan delinquencies, including nonaccrual loans, by type and amount at the dates indicated.
At December 31, | ||||||||||||||||||||||||||||||||||||
At June 30, 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||
30-59 Days Past Due |
60-89 Days Past Due |
90 Days or More Past Due |
30-59 Days Past Due |
60-89 Days Past Due |
90 Days or More Past Due |
30-59 Days Past Due |
60-89 Days Past Due |
90 Days or More Past Due |
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(In thousands) | ||||||||||||||||||||||||||||||||||||
One-to four-family residential real estate |
$ | | $ | | $ | 487 | $ | | $ | 487 | $ | 235 | $ | 42 | $ | | $ | 62 | ||||||||||||||||||
Commercial real estate |
| | | | | | | | | |||||||||||||||||||||||||||
Acquisition, development and land |
| | | | | | | | | |||||||||||||||||||||||||||
Commercial and industrial |
| | | | | | | | 822 | |||||||||||||||||||||||||||
Home equity loans and lines of credit |
| | 115 | 117 | 129 | | 143 | | | |||||||||||||||||||||||||||
Multi-family |
| | | | | | | | | |||||||||||||||||||||||||||
Consumer |
10 | | | 6 | | | | | | |||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
$ | 10 | $ | | $ | 602 | $ | 123 | $ | 616 | $ | 235 | $ | 185 | $ | | $ | 884 | ||||||||||||||||||
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|
|
|
|
|
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Non-performing Assets. Non-performing assets include loans that are 90 or more days past due or on non-accrual status, including troubled debt restructurings on non-accrual status, and real estate and other loan collateral acquired through foreclosure and repossession. Troubled debt restructurings include loans for which either a portion of interest or principal has been forgiven or loans modified at interest rates materially less than current market rates. At June 30, 2022, our one troubled debt restructuring with an outstanding balance of $192,000 was on accrual status. At December 31, 2021, our one troubled debt restructuring was on non-accrual status. We did not have any troubled debt restructurings at December 31, 2020.
The following table sets forth information regarding our non-performing assets at the dates indicated.
At June 30, 2022 | At December 31, | |||||||||||
2021 | 2020 | |||||||||||
(Dollars in thousands) | ||||||||||||
Non-accrual loans: |
||||||||||||
One- to four-family residential real estate |
$ | 487 | $ | 722 | $ | 62 | ||||||
Commercial real estate |
| | | |||||||||
Acquisition, development and land |
| | | |||||||||
Commercial and industrial |
| | 822 | |||||||||
Home equity loans and lines of credit |
115 | 115 | | |||||||||
Multi-family |
| | | |||||||||
Consumer |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total non-accrual loans |
$ | 602 | $ | 837 | $ | 884 | ||||||
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|
|
|
|
|
|||||||
Accruing loans past due 90 days or more |
$ | | $ | | $ | | ||||||
|
|
|
|
|
|
|||||||
Total non-performing loans |
$ | 602 | $ | 837 | $ | 884 | ||||||
|
|
|
|
|
|
|||||||
Total real estate owned |
$ | | $ | | $ | | ||||||
|
|
|
|
|
|
|||||||
Total non-performing assets |
$ | 602 | $ | 837 | $ | 884 | ||||||
|
|
|
|
|
|
|||||||
Total non-performing loans as a percent of total loans |
0.16 | % | 0.22 | % | 0.24 | % | ||||||
Total non-performing assets as a percent of total assets |
0.12 | % | 0.17 | % | 0.20 | % |
Non-performing Loans. 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.
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. Interest received on non-accrual loans generally is applied against principal or applied to interest 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.
At June 30, 2022, non-performing loans consist primarily of a residential mortgage loan a home equity line of credit to deceased borrowers which had outstanding balances totaling $602,000. The property has an estimated market value of approximately $1.2 million.
Troubled Debt Restructurings. Loans are considered troubled debt restructurings when a borrower is experiencing financial difficulties that lead to a restructuring of the loan, and First Seacoast Bank grants a concession to the borrower that it would not otherwise consider. These concessions include a modification of terms, such as a reduction of the stated interest rate or loan balance, a reduction of accrued interest, an extension of the maturity date at an interest rate lower than current market rate for a new loan with similar risk or some combination thereof to facilitate payment. Troubled debt restructurings are considered impaired loans.
Loans on non-accrual status at the date of modification are initially classified as a non-accrual troubled debt restructuring. Our policy provides that troubled debt restructurings are returned to accrual status after a period of
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satisfactory and reasonable future payment performance under the terms of the restructuring. Satisfactory payment performance is generally no less than six consecutive months of timely payments.
At June 30, 2022, there was one accruing troubled debt restructuring. This delinquent residential mortgage loan was originated during 2010 with Federal Housing Administration (FHA) insurance and sold to an investor with servicing retained by First Seacoast Bank. The FHA insurance lapsed and the loan was repurchased from the investor and a modification agreement was executed directly with the borrowers. The modification agreement defers delinquent interest and escrow payments to the end of the loan. The loan was determined to be a troubled debt restructuring as it did not meet the qualifications of Section 4013 of the CARES Act. At June 30, 2022, this loan had a fair value of $192,000 which was determined through a calculation of the present value of estimated future cash flows. The allowance for loan losses as of June 30, 2022 did not include a specific reserve for this troubled debt restructuring. There are no commitments to lend additional funds to these borrowers.
Foreclosed Assets. Foreclosed assets consist of property acquired through formal foreclosure, in-substance foreclosure or by deed in lieu of foreclosure, and are recorded at the lower of recorded investment or fair value, less estimated costs to sell. Write-downs from recorded investment to fair value, which are required at the time of foreclosure, are charged to the allowance for loan losses. We order a new appraisal before commencing foreclosure 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. At June 30, 2022, we had no foreclosed assets.
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 which 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, which have been established to cover probable accrued losses associated with lending activities, but which, 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 assets (including commercial, residential and consumer loans) at the dates indicated were as follows:
At June 30, 2022 | At December 31, | |||||||||||
2021 | 2020 | |||||||||||
(In thousands) | ||||||||||||
Substandard assets |
$ | 720 | $ | 969 | $ | 337 | ||||||
Doubtful assets |
| | | |||||||||
Loss assets |
| | | |||||||||
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Total classified assets |
$ | 720 | $ | 969 | $ | 337 | ||||||
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Special mention assets |
$ | | $ | 2,701 | $ | 6,941 |
Allowance for Loan Losses
The allowance for loan losses is maintained at a level which, in managements judgment, is adequate to absorb probable credit losses inherent in the loan portfolio. The amount of the allowance is based on managements evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, potential problem loans and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Because of uncertainties associated with regional economic conditions, collateral values and future cash flows on impaired loans, it is reasonably possible that managements estimate of probable credit losses inherent in the loan portfolio and the related allowance may change materially in the near-term. The allowance is increased by a provision for loan losses, which is charged to expense and reduced by full and partial charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses. Managements periodic evaluation of the adequacy of the allowance is based on various factors, including, but not limited to, managements ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss and delinquency experience, trends in past due and non-accrual loans, existing risk characteristics of specific loans or loan pools, the fair value of underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses.
As an integral part of its examination process, the Office of the Comptroller of the Currency will 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 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 periods indicated.
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At or for the Six Months Ended June 30, |
At or for the Years Ended December 31, |
|||||||||||||||
2022 | 2021 | 2021 | 2020 | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Allowance at beginning of the period |
$ | 3,590 | $ | 3,342 | $ | 3,342 | $ | 2,875 | ||||||||
Provision for loan losses |
60 | 85 | 205 | 480 | ||||||||||||
Charge-offs: |
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One- to four-family residential real estate |
| | | | ||||||||||||
Commercial real estate |
| | | | ||||||||||||
Acquisition, development and land |
| | | | ||||||||||||
Commercial and industrial |
| | | | ||||||||||||
Home equity loans and lines of credit |
| | | | ||||||||||||
Multi-family |
| | | | ||||||||||||
Consumer |
(9 | ) | | | (35 | ) | ||||||||||
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Total charge-offs |
$ | (9 | ) | $ | | $ | | $ | (35 | ) | ||||||
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Recoveries: |
||||||||||||||||
One- to four-family residential real estate |
$ | | $ | | $ | 1 | $ | 19 | ||||||||
Commercial real estate |
| | | | ||||||||||||
Acquisition, development and land |
| | | | ||||||||||||
Commercial and industrial |
1 | 37 | 39 | 2 | ||||||||||||
Home equity loans and lines of credit |
| | | | ||||||||||||
Multi-family |
| | | | ||||||||||||
Consumer |
2 | 2 | 3 | 1 | ||||||||||||
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Total recoveries |
$ | 3 | $ | 39 | $ | 43 | $ | 22 | ||||||||
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Net recoveries (charge-offs) |
$ | (6 | ) | $ | 39 | $ | 43 | $ | (13 | ) | ||||||
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Allowance at end of period |
$ | 3,644 | $ | 3,466 | $ | 3,590 | $ | 3,342 | ||||||||
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|
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Net recoveries (charge-offs) as a percent of average loans outstanding during the period: |
||||||||||||||||
One- to four-family residential real estate |
| | | 0.01 | % | |||||||||||
Commercial real estate |
| | | | ||||||||||||
Acquisition, development and land |
| | | | ||||||||||||
Commercial and industrial |
| 0.01 | % | 0.01 | % | | ||||||||||
Home equity loans and lines of credit |
| | | | ||||||||||||
Multi-family |
| | | | ||||||||||||
Consumer |
| | | (0.01 | )% | |||||||||||
Allowance as a percent of total loans outstanding at period end |
0.95 | % | 0.92 | % | 0.95 | % | 0.91 | % | ||||||||
Total non-accrual loans as a percent of total loans at period end |
0.16 | % | NA | 0.22 | % | 0.24 | % | |||||||||
Allowance as a percent of total non-accrual loans at period end |
605.32 | % | NA | 428.91 | % | 378.05 | % | |||||||||
Net recoveries as a percent of average loans outstanding during the period |
| 0.01 | % | 0.01 | % | |
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Allocation of Allowance for Loan Losses. The following table sets forth the allowance for loan losses allocated by loan category, the total loan balances by category and the percent of loans in each category to total loans 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 December 31, | ||||||||||||||||||||||||||||||||||||
At June 30, 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||
Allowance for Loan Losses |
Percent of Allowance in Category to Total Allocated Allowance |
Percent of Loans in Each Category to Total Loans |
Allowance for Loan Losses |
Percent of Allowance in Category to Total Allocated Allowance |
Percent of Loans in Each Category to Total Loans |
Allowance for Loan Losses |
Percent of Allowance in Category to Total Allocated Allowance |
Percent of Loans in Each Category to Total Loans |
||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
One- to four-family residential real estate |
$ | 2,025 | 55.98 | % | 62.65 | % | $ | 2,139 | 60.04 | % | 62.45 | % | $ | 1,656 | 54.47 | % | 58.16 | % | ||||||||||||||||||
Commercial real estate |
1,019 | 28.17 | % | 20.17 | % | 833 | 23.38 | % | 19.22 | % | 753 | 24.78 | % | 18.01 | % | |||||||||||||||||||||
Acquisition, development and land |
110 | 3.04 | % | 4.45 | % | 178 | 5.00 | % | 5.70 | % | 174 | 5.72 | % | 6.30 | % | |||||||||||||||||||||
Commercial and industrial |
208 | 5.75 | % | 6.43 | % | 194 | 5.45 | % | 7.16 | % | 267 | 8.78 | % | 12.32 | % | |||||||||||||||||||||
Home equity loans and lines of credit |
87 | 2.41 | % | 2.40 | % | 63 | 1.77 | % | 1.85 | % | 78 | 2.57 | % | 2.61 | % | |||||||||||||||||||||
Multi-family |
57 | 1.58 | % | 2.27 | % | 80 | 2.25 | % | 2.40 | % | 60 | 1.97 | % | 1.80 | % | |||||||||||||||||||||
Consumer |
111 | 3.07 | % | 1.63 | % | 75 | 2.11 | % | 1.22 | % | 52 | 1.71 | % | 0.80 | % | |||||||||||||||||||||
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Total allocated allowance |
$ | 3,617 | 100.00 | % | 100.00 | % | $ | 3,562 | 100.00 | % | 100.00 | % | $ | 3,040 | 100.00 | % | 100.00 | % | ||||||||||||||||||
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Unallocated |
27 | 28 | 302 | |||||||||||||||||||||||||||||||||
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Total |
$ | 3,644 | $ | 3,590 | $ | 3,342 | ||||||||||||||||||||||||||||||
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We measure and record the allowance for loan losses based upon an incurred loss model. Under this approach, loan loss is recognized when it is probable that a loss event was incurred. This approach also considers qualitative adjustments to the quantitative baseline determined by the model. We consider the impact of current environmental factors at the reporting date that did not exist over the period from which historical experience was used. Relevant factors include, but are not limited to, concentrations of credit risk (geographic, large borrower and industry), economic trends and conditions, changes in underwriting standards, experience and depth of lending staff, trends in delinquencies and the level of criticized loans. Given the many economic uncertainties regarding COVID-19, we made relevant adjustments to its qualitative factors in the measurement of its allowance for loan losses that balanced the need to recognize an allowance during this unprecedented economic situation while adhering to an incurred loss recognition and measurement principle which prohibits the recognition of future or lifetime losses.
Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Because future events affecting borrowers and collateral cannot be predicted with certainty, the existing allowance for loan losses may not be adequate and management may determine that increases in the allowance are necessary if the quality of any portion of our loan portfolio deteriorates as a result. Furthermore, our regulators, in reviewing our loan portfolio, may require us to increase our allowance for loan losses. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations. See note 6 to the notes to our consolidated financial statements for a complete discussion of our allowance for loan losses.
Investment Activities
General. The goals of our investment policy are to provide and maintain liquidity to meet deposit withdrawal and loan funding needs, to help mitigate interest rate and market risk, to diversify our assets and to generate a reasonable rate of return on funds within the context of our interest rate and credit risk objectives. Our board of directors is responsible for adopting and reviewing annually our investment policy. Our Asset/Liability Management Committee is responsible for implementing our investment policy. Authority to make investments under the approved investment policy guidelines is delegated to our President and Chief Executive Officer, Chief
78
Financial Officer and Finance Officer. All investment transactions are reviewed at the next regularly scheduled meeting of the board of directors. All of our investment securities are classified as available-for-sale.
We have legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various government-sponsored enterprises and municipal governments, deposits at the Federal Home Loan Bank, time deposits of federally insured institutions, investment grade corporate bonds, corporate subordinated debt and investment grade marketable equity securities. We also are required to maintain an investment in Federal Home Loan Bank stock.
Accumulated Other Comprehensive Income/(Loss) and Investment Securities Available-for-Sale. Generally accepted accounting principles in the United States require that unrealized gains and losses on investment securities available-for-sale be reported as a separate component of stockholders equity as a component of accumulated other comprehensive income. Our available-for-sale securities consist of debt securities that we intend to hold for an indefinite period of time, but not necessarily to maturity, and are carried at fair value. Generally, when market interest rates rise, the fair value of investment securities available-for-sale decreases, resulting in unrealized losses, net of tax, and when market interest rates decrease, the fair value of those securities increases, resulting in unrealized gains, net of tax.
During the six months ended June 30, 2022, market interest rates increased significantly, which resulted in unrealized losses, net of tax, resulting from the decrease in the fair value of our investment securities available-for-sale. At June 30, 2022, our consolidated stockholders equity of $51.9 million had been reduced by $8.6 million related to these unrealized losses. Future increases in market interest rates are likely to result in additional unrealized losses on investment securities available-for-sale, which would reduce our stockholders equity. However, because First Seacoast Bank made a permitted election to opt-out from the inclusion of accumulated other comprehensive income/loss in the calculation of its regulatory capital, accumulated other comprehensive income/loss does not affect First Seacoast Banks regulatory capital levels.
Each quarter, or more often if a potential loss triggering event occurs, we assess our investment securities available-for-sale. We consider the extent and duration of any unrealized losses and the financial condition and near term prospects of the issuers. At June 30, 2022, December 31, 2021 and December 31, 2020, we did not intend to sell our investment securities available-for-sale and it was unlikely that we would have had to sell them before recovery of their amortized cost, which may be at maturity, and we believed that the unrealized losses were primarily due to market interest rate fluctuations and not changes in credit quality. Accordingly, we did not recognize any losses on our investment securities available-for-sale at June 30, 2022, December 31, 2021 or December 31, 2020.
U.S. Government-Sponsored Enterprises Obligations. At June 30, 2022, we had government-sponsored enterprise obligations issued by various U.S. Government agencies totaling $5.8 million, which constituted 5.7% of our securities portfolio. We invest primarily in Federal Farm Credit Bank and Federal Home Loan Bank bonds.
U.S. Government Agency Small Business Administration Pools. At June 30, 2022, we had government-sponsored small business investment company (SBIC) pools issued and guaranteed by the U.S. Small Business Administration totaling $9.4 million, which constituted 9.1% of our securities portfolio. An SBIC is a privately owned and managed investment fund licensed and regulated by the SBA. An SBIC uses its own capital, plus funds borrowed with an SBA guarantee, to make equity and debt investments in qualifying small businesses.
Municipal Bonds. At June 30, 2022, we had municipal bonds totaling $53.3 million, which constituted 51.6% of our securities portfolio, with an average maturity of 18 years and 6 months. These securities often provide slightly higher after-tax yields than U.S. Government and agency securities and residential mortgage-backed securities, but are not as liquid as other investments, so we typically maintain investments in municipal securities, to the extent appropriate, for generating returns in our investment portfolio. We invest primarily in bank- and nonbank-qualified tax-advantaged municipal securities of a satisfactory investment quality rating.
U.S. Government-Sponsored Mortgage-Backed Securities. At June 30, 2022, we had government-sponsored mortgage-backed securities and collateralized mortgage obligations issued by the FHLMC, Fannie Mae and Government National Mortgage Association totaling $30.2 million, which constituted 29.2% of our securities
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portfolio. Mortgage-backed securities are securities issued in the secondary market that are collateralized by pools of mortgages. Certain types of mortgage-backed securities are commonly referred to as pass-through certificates because the principal and interest of the underlying loans is passed through to investors, net of certain costs, including servicing and guarantee fees. We invest primarily in mortgage-backed securities backed by one- to four-family residential mortgages.
Corporate Subordinated Debt. At June 30, 2022, we had corporate subordinated debt totaling $4.6 million, which constituted 4.5% of our securities portfolio. These fixed-to-floating subordinated notes were issued by banks located in our market area.
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 advances and repurchase agreements, 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 and mortgage-backed securities prepayments, maturities and calls of available-for-sale 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.
Deposits. Our deposits are generated primarily from residents within our primary market area. We offer a selection of deposit accounts, including non-interest-bearing and interest-bearing checking accounts, savings accounts, money market accounts and time deposits, for both individuals and businesses.
At June 30, 2022, our core deposits, which are deposits other than time deposits, were $333.0 million, representing 85.9% of total deposits. As part of our business strategy, we intend to continue efforts to increase our core deposits while allowing higher-cost time deposits to run off upon maturity. We generally require commercial business borrowers to maintain their primary deposit accounts with us. At June 30, 2022, our deposits totaled $387.9 million.
Deposit account terms vary according to the minimum balance required, the time period that funds must remain on deposit and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates offered by our competition, our liquidity needs, profitability and customer preferences and concerns. We generally review our deposit pricing on a monthly basis and continually review our deposit mix. Our deposit pricing strategy has generally been to offer competitive rates, while generally not providing the highest rates in the market. We find it more profitable to concentrate on specific special rate and term accounts, which allows us to add accounts without impacting our overall liability costs for existing accounts.
We also rely on customer service, convenience of our branch office locations, advertising and pre-existing relationships to gather and develop deposit relationships. Developing comprehensive banking relationships is a top priority for us and is a focus of our commercial lending team and business development officers. In recent years, we have introduced new business deposit products to appeal to our commercial borrowers. At June 30, 2022, our ratio of commercial deposits to commercial loans (including commercial real estate loans, acquisition, development and land loans and commercial and industrial loans) was 89.75%.
The flow of deposits is influenced significantly by general economic conditions, changes in interest rates and competition. The significant increase in deposit balances during the COVID-19 pandemic may not be long lasting. Our liquidity position is monitored daily and we believe we have a strong contingency liquidity plan should deposit balances fluctuate. 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 deposit accounts, by account type, at the dates indicated.
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At June 30, 2022 | At December 31, | |||||||||||||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||||||||||||||
Amount | Percent | Average Rate |
Amount | Percent | Average Rate |
Amount | Percent | Average Rate |
||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
Non-interest bearing accounts |
$ | 91,700 | 23.64 | % | | % | $ | 98,624 | 25.08 | % | | % | $ | 64,571 | 19.72 | % | | % | ||||||||||||||||||
NOW and demand deposits |
113,541 | 29.28 | 0.37 | 107,611 | 27.36 | 0.36 | 96,765 | 29.56 | 0.64 | |||||||||||||||||||||||||||
Money market deposits |
63,736 | 16.43 | 0.08 | 71,317 | 18.14 | 0.08 | 69,320 | 21.17 | 0.14 | |||||||||||||||||||||||||||
Savings deposits |
64,075 | 16.52 | 0.04 | 57,365 | 14.59 | 0.05 | 48,057 | 14.68 | 0.09 | |||||||||||||||||||||||||||
Time deposits |
54,816 | 14.13 | 0.47 | 58,326 | 14.83 | 0.56 | 48,668 | 14.87 | 0.88 | |||||||||||||||||||||||||||
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Total |
$ | 387,868 | 100.00 | % | 0.20 | % | $ | 393,243 | 100.00 | % | 0.20 | % | $ | 327,381 | 100.00 | % | 0.36 | % | ||||||||||||||||||
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As of June 30, 2022 and December 31, 2021 and 2020, the aggregate amount of uninsured total deposit balances, which is the portion exceeding the $250,000 Federal Deposit Insurance Corporation insurance limit, was $92.4 million, $88.3 million and $55.6 million, respectively. At June 30, 2022 and December 31, 2021, uninsured time deposits totaled $1.2 million and $1.8 million, respectively. The following table sets forth the maturity of uninsured time deposits as of the dates indicated.
(In thousands) | June 30, 2022 | December 31, 2021 | ||||||
Maturity Period: |
||||||||
Three months or less |
$ | 358 | $ | 1,167 | ||||
Over three through six months |
4 | 124 | ||||||
Over six through twelve months |
718 | 94 | ||||||
Over twelve months |
134 | 396 | ||||||
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Total |
$ | 1,214 | $ | 1,781 | ||||
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Borrowings. We may obtain advances from the Federal Home Loan Bank upon the security of our capital stock in the Federal Home Loan Bank 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. At June 30, 2022, we had $64.3 million in advances from the Federal Home Loan Bank and $58.0 million of additional borrowing capacity. During November and December 2021, we retired a total of $20.0 million of long-term borrowings from the Federal Home Loan Bank in advance of their scheduled maturities. The interest rates on these borrowings were above current market rates and were scheduled to mature in 2024 and 2025. We were able to retire these borrowings without incurring prepayment penalties. Interest expense, calculated as the present value of the total interest to be paid over the original scheduled maturity period, amounted to $281,000.
During 2020, First Seacoast Bank established a Paycheck Protection Program Liquidity Facility (PPPLF) with the Federal Reserve Bank of Boston which was secured by pledges of our PPP loans. The interest rate applicable to any advance made under the PPPLF was 35 basis points. At June 30, 2022, no PPPLF advances were outstanding and all associated collateralized PPP loans were paid or forgiven.
At June 30, 2022, First Seacoast Bank had an overnight line of credit with the Federal Home Loan Bank that may be drawn up to $3.0 million. We may access additional advances if we purchase additional Federal Home Loan Bank capital stock. Additionally, at June 30, 2022, we had $5.0 million of unsecured Fed funds borrowing lines of credit with two correspondent banks. The entire balance of these credit facilities was available as of June 30, 2022.
FSB Wealth Management
FSB Wealth Management, a division of First Seacoast Bank, provides access to non-Federal Deposit Insurance Corporation-insured products that include retirement planning, portfolio management, investment and insurance strategies, business retirement plans and college planning to individuals throughout our primary market area. These investments and services are offered through a third-party registered broker-dealer and investment advisor. FSB Wealth Management receives fees from advisory services and commissions on individual investment and insurance products purchased by clients.
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On August 17, 2021, First Seacoast Bank entered into a definitive agreement with an investment advisory and wealth management firm (the seller) to purchase certain of its client accounts and client relationships for a purchase price of $347,000 (included in other assets at December 31, 2021), of which $172,000 was paid at closing. Each client account has been assigned a value, and as each client account transfers to First Seacoast Bank, 85% of this value will be paid to the seller. By December 31, 2022, or upon mutual agreement that the transition of client accounts is complete, whichever is earlier, the balance of the purchase price will be paid to the seller. As of June 30, 2022, approximately $23.4 million of purchased client accounts are included in total assets under management. The client accounts purchased are recorded as a customer list intangible asset. Identifiable intangible assets that are subject to amortization will be reviewed for impairment, at least annually, based on their fair value. Any impairment will be recognized as a charge to earnings and the adjusted carrying amount of the intangible asset will become its new accounting basis. The remaining useful life of the intangible asset will also be evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. First Seacoast Bancorp is amortizing the customer list intangible on a straight-line basis over a ten-year period. During the six months ended June 30, 2022 and the year ended December 31, 2021, $18,000 and $13,000 of amortization expense, respectively, was recorded.
The assets managed by FSB Wealth Management for wealth management customers are not assets of First Seacoast Bank. Accordingly, those assets are not reflected in First Seacoast Bancorps consolidated balance sheets. At June 30, 2022, assets under management totaled approximately $85.6 million.
Employees
At June 30, 2022, we had 80 full-time employees and three part-time employees. Management believes that we have a good working relationship with our employees.
Properties
At June 30, 2022, the net book value of our land, buildings and equipment was $4.4 million. The following table sets forth information regarding our offices at June 30, 2022.
Location |
Leased or Owned |
Year Acquired or Leased |
Net Book Value of Real Property |
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(In thousands) | ||||||||||||
Main Office: |
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633 Central Avenue Dover, NH 03820 |
Owned | 1890 | $ | 1,353 | ||||||||
Branch Offices: |
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6 Eastern Avenue Barrington, NH 03825 |
Owned | 1974 | 952 | |||||||||
7A Mill Road Durham, NH 03824 |
Leased | 1979 | 27 | |||||||||
1650 Woodbury Avenue Portsmouth, NH 03801 |
Owned | 1987 | 929 | |||||||||
17 Wakefield Street Rochester, NH 03867 |
Owned | 2009 | 1,139 |
Subsidiary Activities
First Seacoast Bank is the only subsidiary of First Seacoast Bancorp. FSB Service Corporation, Inc. is the sole subsidiary of First Seacoast Bank and is currently inactive.
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General
As a federal savings association, First Seacoast Bank is subject to examination and regulation by the Office of the Comptroller of the Currency, and is also subject to examination by the Federal Deposit Insurance Corporation. The federal system of regulation and supervision establishes a comprehensive framework of activities in which First Seacoast Bank may engage and is intended primarily for the protection of depositors and the Federal Deposit Insurance Corporations Deposit Insurance Fund. This regulation and supervision establishes a comprehensive framework of activities in which an institution may engage and is intended primarily for the protection of the Federal Deposit Insurance Corporations deposit insurance fund and depositors, and not for the protection of security holders. First Seacoast Bank also 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; determine 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 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, such as First Seacoast Bank or its holding company, 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.
Following the completion of the conversion and stock offering, First Seacoast Bancorp, Inc., as a savings and loan holding company, will be required to comply with the rules and regulations of the Federal Reserve Board. It will be required to file certain reports with the Federal Reserve Board and will be subject to examination by and the enforcement authority of the Federal Reserve Board. First Seacoast 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 First Seacoast Bancorp, Inc. and First Seacoast Bank.
Set forth below is a brief description of material regulatory requirements that are or will be applicable to First Seacoast Bank and First Seacoast Bancorp, Inc. The description is limited to certain material aspects of the statutes and regulations addressed, and is not intended to be a complete description of such statutes and regulations and their effects on First Seacoast Bank and First Seacoast Bancorp, Inc.
Federal Banking Regulation
Business Activities. A federal savings association derives its lending and investment powers from the Home Owners Loan Act, as amended, and applicable federal regulations. Under these laws and regulations, First Seacoast Bank may invest in mortgage loans secured by residential and commercial real estate, commercial business and consumer loans, certain types of debt securities and certain other assets, subject to applicable limits. First Seacoast Bank may also establish subsidiaries that may engage in certain activities not otherwise permissible for First Seacoast Bank, including real estate investment and securities and insurance brokerage.
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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 4.0% Tier 1 capital to total assets leverage ratio.
In determining the amount of risk-weighted assets for purposes of 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 noncumulative 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 and, for institutions that made such an election regarding the treatment of Accumulated Other Comprehensive Income, up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that have not exercised the Accumulated Other Comprehensive Income opt-out have it incorporated into common equity Tier 1 capital (including unrealized gains and losses on investment securities available-for-sale). First Seacoast Bank exercised the opt-out election. 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. As fully implemented on January 1, 2019, the capital conservation buffer requirement is 2.5% of risk-weighted assets.
At June 30, 2022, First Seacoast Banks capital exceeded all applicable requirements.
Loans-to-One Borrower. Generally, a federal savings association 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 the loan is secured by readily marketable collateral, which generally does not include real estate. At June 30, 2022, First Seacoast Bank complied with the loans-to-one borrower limitations.
Qualified Thrift Lender Test. As a federal savings association, First Seacoast Bank must satisfy the qualified thrift lender, or QTL, test. Under the QTL test, First Seacoast Bank must maintain at least 65% of its portfolio assets in qualified thrift investments (primarily residential mortgages and related investments, including mortgage-backed securities) in at least nine months of the most recent 12-month period. Portfolio assets generally means total assets of a savings association, less the sum of specified liquid assets up to 20% of total assets, goodwill and other intangible assets, and the value of property used in the conduct of the savings associations business.
First Seacoast Bank also may satisfy the QTL test by qualifying as a domestic building and loan association as defined in the Internal Revenue Code of 1986, as amended. This test generally requires a savings association to have at least 75% of its deposits held by the public and earn at least 25% of its income from loans and U.S. government obligations. Alternatively, a savings association can satisfy this test by maintaining at least 60% of its assets in cash, real estate loans and U.S. Government or state obligations.
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A savings association that fails the qualified thrift lender test must operate under specified restrictions set forth in the Home Owners Loan Act. The Dodd-Frank Act made noncompliance with the QTL test subject to agency enforcement action for a violation of law. At June 30, 2022, First Seacoast Bank satisfied the QTL test.
Capital Distributions. Federal regulations govern capital distributions by a federal savings association, which include cash dividends, stock repurchases and other transactions charged to the savings associations capital account. A federal savings association must file an application with the Office of the Comptroller of the Currency for approval of a capital distribution if:
| the total capital distributions for the applicable calendar year exceed the sum of the savings associations net income for that year to date plus the savings associations retained net income for the preceding two years; |
| the savings association would not be at least adequately capitalized following the distribution; |
| the distribution would violate any applicable statute, regulation, agreement or regulatory condition; or |
| the savings association is not eligible for expedited treatment of its filings, generally due to an unsatisfactory CAMELS 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 association that is a subsidiary of a savings and loan holding company, such as First Seacoast Bank, must still 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.
A notice or application related to a capital distribution may be disapproved if:
| the federal savings association would be undercapitalized following the distribution; |
| the proposed capital distribution raises safety and soundness concerns; or |
| the capital distribution would violate a prohibition contained in any statute, regulation or agreement. |
In addition, the Federal Deposit Insurance Act 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. A federal savings association also may not make a capital distribution that would reduce its regulatory capital below the amount required for the liquidation account established in connection with its conversion to stock form.
Community Reinvestment Act and Fair Lending Laws. All federal savings associations 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. In connection with its examination of a federal savings association, the Office of the Comptroller of the Currency is required to assess the federal savings associations record of compliance with the Community Reinvestment Act. A savings associations 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 on the basis of characteristics specified in those statutes. 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.
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The Community Reinvestment Act requires all institutions insured by the Federal Deposit Insurance Corporation to publicly disclose their rating. First Seacoast Bank received a satisfactory Community Reinvestment Act rating in its most recent federal examination.
Transactions with Related Parties. A federal savings associations 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 First Seacoast Bank. Upon completion of the conversion and stock offering, First Seacoast Bancorp, Inc. will be an affiliate of First Seacoast Bank because of its control of First Seacoast 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 association 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 and be on terms that are as favorable to the institution as comparable transactions with non-affiliates.
First Seacoast 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 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:
| 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 |
| 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 First Seacoast Banks capital. |
In addition, extensions of credit in excess of certain limits must be approved by First Seacoast 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 associations 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 association. 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 and 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 million per day. The Federal Deposit Insurance Corporation 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 association. If such action is not taken, the Federal Deposit Insurance Corporation has authority to take the action under specified circumstances.
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. If an institution fails to meet these standards, the appropriate federal banking agency may require
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the institution to implement an acceptable compliance plan. 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.
Interstate Banking and Branching. Federal law permits well capitalized and well managed holding companies to acquire banks in any state, subject to Federal Reserve Board approval, certain concentration limits and other specified conditions. Interstate mergers of banks are also authorized, subject to regulatory approval and other specified conditions. In addition, among other things, recent amendments made by the Dodd-Frank Act permit banks to establish de novo branches on an interstate basis provided that branching is authorized by the law of the host state for the banks chartered by that state.
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. The applicable Office of the Comptroller of the Currency regulations were amended to incorporate the previously mentioned increased regulatory capital standards. Under the amended 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 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 of a number of additional restrictions, including but not limited to 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.
At June 30, 2022, First Seacoast Bank met the criteria for being considered well capitalized.
Insurance of Deposit Accounts. The Deposit Insurance Fund of the Federal Deposit Insurance Corporation insures deposits at Federal Deposit Insurance Corporation insured financial institutions such as First Seacoast Bank. Deposit accounts in First Seacoast Bank are insured by the Federal Deposit Insurance Corporation generally up to a maximum of $250,000 per separately insured depositor. The Federal Deposit Insurance Corporation charges insured depository institutions premiums to maintain the Deposit Insurance Fund.
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Under the Federal Deposit Insurance Corporations risk-based assessment system, insured institutions are assigned to one of four risk categories based on supervisory evaluations, regulatory capital levels and certain other risk factors. Rates are based on each institutions risk category and certain specified risk adjustments. Institutions deemed to be less risky pay lower rates while institutions deemed riskier pay higher rates. Assessment rates (inclusive of possible adjustments) currently range from 2 1/2 to 45 basis points of each institutions total assets less tangible capital. The Federal Deposit Insurance Corporation may increase or decrease the scale uniformly, except that no adjustment can deviate more than two basis points from the base scale without notice and comment rulemaking. The Federal Deposit Insurance Corporations current system represents a change, required by the Dodd-Frank Act, from its prior practice of basing the assessment on an institutions deposits.
The Federal Deposit Insurance Corporation has authority to increase insurance assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of First Seacoast Bank. We cannot predict what assessment rates will be in the future.
Insurance of deposits may be terminated by the Federal Deposit Insurance Corporation 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 Federal Deposit Insurance Corporation. We do not know of any practice, condition or violation that may lead to termination of our deposit insurance.
Privacy Regulations. Federal regulations generally require that First Seacoast 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, First Seacoast 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. First Seacoast Bank currently has a privacy protection policy in place and believes that such policy is in compliance with the regulations.
USA PATRIOT Act. First Seacoast 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. 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 associations are prohibited, subject to some 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 First Seacoast 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:
| 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; |
| Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; |
| Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies; 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 First Seacoast Bank are also subject to, among others, the:
| 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; |
| 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; and |
| 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. |
Federal Reserve System
The Federal Reserve Board regulations require depository institutions to maintain noninterest-earning reserves against their transaction accounts (primarily NOW and regular checking accounts). For 2022, First Seacoast Bank would have been required to maintain average daily reserves equal to 3% on aggregate transaction accounts of up to and including $640.6 million, plus 10% on the remainder, and the first $32.4 million of otherwise reservable balances are exempt. However, in March 2020, the Federal Reserve Board reduced all reserve requirements to zero in response to the COVID-19 pandemic.
Federal Home Loan Bank System
As a member of the Federal Home Loan Bank of Boston, First Seacoast 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 of Boston provides a central credit facility primarily for member institutions. Members of the Federal Home Loan Bank of Boston are required to acquire and hold shares of capital stock in the Federal Home Loan Bank of Boston. First Seacoast Bank complied with this requirement at June 30, 2022. Based on redemption provisions of the Federal Home Loan Bank of Boston, the stock has no quoted market value and is carried at cost. First Seacoast Bank reviews for impairment, based on the ultimate recoverability, the cost basis of the Federal Home Loan Bank of Boston stock. At June 30, 2022, no impairment had been recognized.
Holding Company Regulation
Upon completion of the conversion and stock offering, First Seacoast Bancorp, Inc. will be a unitary savings and loan holding company subject to regulation and supervision by the Federal Reserve Board. The Federal Reserve Board will have enforcement authority over First Seacoast Bancorp, Inc. 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 risk to First Seacoast Bank.
As a savings and loan holding company, First Seacoast Bancorp, Inc.s activities will be limited to those activities permissible by law for financial holding companies (if First Seacoast Bancorp, Inc. makes an election to be treated as a financial holding company and meets the other requirements to be a financial holding company) or multiple savings and loan holding companies. First Seacoast Bancorp, Inc. has no present intention to make an election to be treated as a financial holding company. A financial holding company may engage in activities that are financial in nature, incidental to financial activities or complementary to a financial activity. Such activities include lending and other activities permitted for bank holding companies under Section 4(c)(8) of the Bank Holding Company Act, insurance and underwriting equity securities. Multiple savings and loan holding companies are authorized to engage in activities specified by federal regulation, including activities permitted for bank holding companies under Section 4(c)(8) of the Bank Holding Company Act.
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Federal law prohibits a savings and loan holding company, directly or indirectly, or through one or more subsidiaries, from acquiring more than 5% of another savings institution or savings and loan holding company without prior written approval of the Federal Reserve Board, and from acquiring or retaining control of any depository institution not insured by the Federal Deposit Insurance Corporation. In evaluating applications by holding companies to acquire savings institutions, the Federal Reserve Board must consider such things as the financial and managerial resources and 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. A savings and loan holding company may not acquire a savings institution in another state and hold the target institution as a separate subsidiary unless it is a supervisory acquisition or the law of the state in which the target is located authorizes such acquisitions by out-of-state companies.
The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.
Savings and loan holding companies historically have not been subject to consolidated regulatory capital requirements. The Dodd-Frank Act requires the Federal Reserve Board to establish minimum consolidated capital requirements for all depository institution holding companies that are as stringent as those required for the insured depository subsidiaries. However, savings and loan holding companies of under $3 billion in consolidated assets remain exempt from consolidated regulatory capital requirements, unless the Federal Reserve determines otherwise in particular cases.
The Dodd-Frank Act extended the source of strength doctrine to savings and loan holding companies. The Federal Reserve Board has promulgated regulations implementing the source of strength doctrine that require holding companies to act as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of financial stress.
The Federal Reserve Board has issued a policy statement regarding the payment of dividends and the repurchase of shares of common stock by bank holding companies and savings and loan 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 financial condition. Regulatory guidance provides for prior regulatory consultation with respect to capital distributions 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 of 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. The policy statement also states that a holding company should inform the Federal Reserve Board supervisory staff before redeeming or repurchasing common stock or perpetual preferred stock if the holding company is experiencing financial weaknesses or if 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 First Seacoast Bancorp, Inc. to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions.
Federal Securities Laws
First Seacoast Bancorp, Inc. common stock will be registered with the Securities and Exchange Commission upon completion of the conversion and stock offering. First Seacoast 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 the shares of common stock to be issued by First Seacoast Bancorp, Inc. in the conversion and stock offering does not cover the resale of those shares. Shares of common stock purchased by persons who are not affiliates of First Seacoast Bancorp, Inc. may be resold without registration. Shares purchased by an affiliate of First Seacoast Bancorp, Inc. will be subject to the resale restrictions of Rule 144 under the Securities Act of 1933. If First Seacoast Bancorp, Inc. meets the current public information requirements of Rule 144 under the Securities Act of 1933, each affiliate of First Seacoast Bancorp, Inc. that
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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 First Seacoast Bancorp, Inc., or the average weekly volume of trading in the shares during the preceding four calendar weeks. In the future, First Seacoast Bancorp, Inc. may permit affiliates to have their shares registered for sale under the Securities Act of 1933.
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.
Change in Control Regulations
Under the Change in Bank Control Act, a federal law, no person may acquire control of a savings and loan holding company, such as First Seacoast Bancorp, Inc., 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. Acquisition of more than 10% of any class of a savings and loan holding companys voting stock constitutes a rebuttable determination of control under the regulations under certain circumstances including where, as will be the case with First Seacoast Bancorp, Inc., the issuer has registered securities under Section 12 of the Securities Exchange Act of 1934.
In addition, federal regulations provide that no company may acquire control of a savings and loan holding company without the prior approval of the Federal Reserve Board. Any company that acquires such control becomes a savings and loan holding company subject to registration, examination and regulation by the Federal Reserve Board.
Emerging Growth Company Status
First Seacoast Bancorp is an emerging growth company. As successor to First Seacoast Bancorp, First Seacoast Bancorp, Inc. will also be an emerging growth company. For as long as First Seacoast Bancorp, Inc. continues to be an emerging growth company, it 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, First Seacoast Bancorp, Inc. also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, 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. Such an election is irrevocable during the period a company is an emerging growth company. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.
First Seacoast Bancorp, Inc. will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the completion of the mutual holding company reorganization of First Seacoast Bank on July 16, 2019 (which will be December 31, 2024); (ii) the first fiscal year after our annual gross revenues are $1.0 billion (adjusted for inflation) or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million at the end of the
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second quarter of that fiscal year. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.
First Seacoast Bancorp, MHC, First Seacoast Bancorp, and First Seacoast Bank are, and First Seacoast 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 certain pertinent tax matters and is not a comprehensive description of the tax rules applicable to First Seacoast, First Seacoast Bancorp, Inc. or First Seacoast 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, First Seacoast Bancorp and First Seacoast Bank report their income and expenses on the accrual method of accounting and use a tax year ending December 31 for filing their federal income tax returns. First Seacoast Bancorp, Inc. and First Seacoast Bank will do likewise following the completion of the conversion and stock offering.
Net Operating Loss Carryovers. A financial institution may carry net operating losses forward to the succeeding 20 taxable years. At June 30, 2022, First Seacoast Bank had no net operating loss carryovers.
Charitable Contribution Carryovers. A financial institutions deduction for charitable contributions is limited to 10% of its federal taxable income with the excess carried forward to the succeeding five taxable years. Any contributions remaining after the five-year carryover period that has not been deducted is no longer deductible. At June 30, 2022, First Seacoast Bank had approximately $457,000 of charitable contribution carryovers.
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 it is 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, 2022, First Seacoast Bank had no capital loss carryovers.
Corporate Dividends. First Seacoast Bancorp may generally exclude from its income 100% of dividends received from First Seacoast Bank as a member of the same affiliated group of corporations.
State Taxation
New Hampshire State Taxation. First Seacoast Bank is subject to New Hampshire business profits tax at the rate of 7.6% on its taxable income for 2022 (7.5% thereafter), before net operating loss deductions and special deductions for federal income tax purposes. For this purpose, taxable income generally means federal taxable income, subject to certain adjustments.
Maryland State Taxation. As a Maryland business corporation, First Seacoast Bancorp, Inc. is required to file an annual report with and pay franchise taxes to the State of Maryland.
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Our Directors and Executive Officers
Directors of First Seacoast Bancorp, Inc. serve three-year staggered terms so that approximately one-third of the directors are elected at each annual meeting. The executive officers of First Seacoast Bancorp, Inc. are elected annually by the Board of Directors. The following table sets forth certain information about our directors and executive officers at June 30, 2022:
Name |
Position(s) Held With First and/or First Seacoast Bank |
Age |
Director Since (1) |
Current Term Expires | ||||
Directors: |
||||||||
Michael J. Bolduc | Director | 51 | 2011 | 2025 | ||||
Mark P. Boulanger | Director | 50 | 2018 | 2025 | ||||
James R. Brannen | President and Chief Executive Officer | 60 | 2018 | 2023 | ||||
James Jalbert | Director | 64 | 2010 | 2023 | ||||
Thomas J. Jean | Director | 43 | 2013 | 2024 | ||||
Erica A. Johnson | Director | 42 | 2018 | 2024 | ||||
Dana C. Lynch | Director | 68 | 1998 | 2025 | ||||
Janet L. Sylvester | Director (Chairperson of the Board) | 64 | 2013 | 2024 | ||||
Paula J. Williamson-Reid | Director | 60 | 2018 | 2023 | ||||
Executive Officers Who are Not Directors: | ||||||||
Richard M. Donovan | Chief Financial Officer | 56 | N/A | N/A | ||||
Timothy F. Dargan | Senior Vice President and Senior Commercial Lending Officer | 61 | N/A | N/A |
(1) | Includes prior service with First Seacoast Bank. |
The business experience for the past five years of each of our directors and executive officers is set forth below. The directors 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. Each director of First Seacoast Bancorp, Inc. also serves as a director of First Seacoast Bancorp and First Seacoast Bank. Unless otherwise indicated, directors and executive officers have held their positions for the past five years.
Directors
Michael J. Bolduc is an attorney-at-law and a partner at the law firm of Wyskiel, Boc, Tillinghast & Bolduc, PA. His practice focuses on trusts and estates, as well as business entity formation, governance and transactions. He has been an active member in the local community for many years, currently serving as a trustee of Wentworth Douglass Hospital, a member of the Rotary Club of Dover, and on the Board of Directors of the New Hampshire Charitable Foundation for the Piscataqua Region. His community involvement affords him extensive insight into our local markets and his legal expertise offers a unique perspective to the board of directors.
Mark P. Boulanger is a Certified Public Accountant and a partner at Raiche & Company CPAs, P.A. He has been an active member in the Seacoast New Hampshire and Southern Maine communities for several years, currently serving as a trustee and Vice-Chair of Frisbie Memorial Hospital in Rochester, New Hampshire. His certification as a CPA is a significant resource for the board of directors and qualifies him to be a member of the Audit Committee as an audit committee financial expert as that term is defined in the rules and regulations of the Securities and Exchange Commission.
James R. Brannen joined First Seacoast Bank as Executive Vice President and Chief Financial Officer in 2007 and became President and Chief Executive Officer in 2018. He has over 30 years of experience in community banking in New Hampshire. During his banking career, he has gained experience in the credit, lending, collections and branch administration functions, as well as in developing new lending programs, implementing new technologies, and in bank mergers and branch acquisitions. He earned an MBA from the University of New Hampshire. He has been an active member in the local community, currently serving as a trustee of the City of Dover Trust Fund Board and as a trustee and Treasurer of Wentworth Douglass Hospital. He also serves on the
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Board of Directors of the New Hampshire Bankers Association. His extensive community banking experience and knowledge of First Seacoast Banks business and market area provides essential insight to the board of directors.
James Jalbert is the President and Chief Executive Officer of Jalbert Leasing, Inc. D/B/A C&J Bus Lines, a scheduled inter-city passenger transportation company. He has been an active member in the local community, currently serving as Vice Chair of the Board of Trustees of Frisbie Memorial Hospital Foundation, President of the Board of Trustees of Berwick Academy, and a board member of the American Bus Association. His extensive community involvement and career as a local business executive provides us with a valuable perspective on the local consumer and business environment.
Thomas J. Jean serves as Vice President of Operations at Portsmouth Regional Hospital and previously served as Vice President of Operations at Frisbee Memorial Hospital. He has been an active member of the local community having served as Mayor of Rochester, NH, President of the Rochester Rotary Club, and Chairman of the Board of the Greater Rochester Chamber of Commerce. His business experience and knowledge of our market area provides essential insight to the board of directors.
Erica A. Johnson is the Chief Executive Officer of QA Cafe, LLC, a software company, where she is responsible for strategy, finances and operations. Previously, she served as Director at the University of New Hampshire InterOperability Laboratory, an independent test facility for networking, telecommunications, data storage and consumer technology products. She brings valuable management experience and unique information technology expertise to the board of directors.
Dana C. Lynch serves as Past Chairman of the Board of First Seacoast Bancorp and First Seacoast Bank. He is a retired civil engineer and former owner of Civilworks, Inc., a civil engineering and surveying consulting firm, and is presently the managing general partner at Longboard Facilities Management, LLC, a facilities management company. He has been an active member in the local community, serving as the Chair of the Cocheco Waterfront Development Advisory Committee and is a founding organizer of Dover Pride Day. His career as a local business owner and extensive community involvement provides the board of directors with valuable insight into our market area and the local economic environment.
Janet L. Sylvester is an owner of Great Island Realty, LLC, a real estate brokerage firm. She has been an active member in the local community, having previously served on the Dover City Council and as a past President of Big Brothers Big Sisters. Her experience as a realtor and business owner provides First Seacoast Bank with valuable insight into the local real estate market.
Paula J. Williamson-Reid is the founding owner and Chief Executive Officer of Reid & Company Executive Search, Ltd., an executive search firm. Her experience in management and executive recruitment is a significant resource for us in the area of human resource management, compensation and benefits.
Executive Officers Who are Not Directors
Richard M. Donovan has served as our Chief Financial Officer since May 2018. Previously, he served as a finance consultant for several community and regional banks in the Mid-Atlantic and New England and as Vice President of Finance at a community bank in New York, and spent 12 years as a CPA at a regional accounting firm. He has over 30 years of experience in finance.
Timothy F. Dargan serves as Senior Vice President and Senior Commercial Lending Officer at First Seacoast Bank. He has over 30 years of commercial lending experience. He is responsible for overseeing our commercial loan portfolio and managing our commercial lenders, portfolio manager, business development officer, credit analysts, and lending assistant.
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Board Independence
The board of directors has determined that each of our directors, except for James R. Brannen, is independent as defined in the listing standards of the Nasdaq Stock Market. He is not independent because we employ him as President and Chief Executive Officer. In determining the independence of the other directors, the board of directors considered transactions, relationships and arrangements between First Seacoast Bancorp, Inc. and its directors which are not required to be reported under Transactions with Certain Related Persons.
Codes of Ethics for Senior Officers
First Seacoast Bancorp, Inc. has adopted a Code of Ethics for Senior Officers that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics for Senior Officers is available on our website at www.firstseacoastbank.com. Amendments to and waivers from the Code of Ethics for Senior Officers will also be disclosed on our website.
Transactions With Certain Related Persons
Loans and Extensions of Credit. 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 First Seacoast Bank, to their executive officers and directors in compliance with federal banking regulations. At June 30, 2022, 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 First Seacoast Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. At June 30, 2022, these loans were performing in accordance with their original repayment terms or in accordance with COVID temporary relief-based modified terms that were substantially the same as those prevailing at the time for comparable loans with persons not related to First Seacoast Bank and were in compliance with federal banking regulations.
Other Transactions. Neither First Seacoast Bancorp nor First Seacoast Bank has entered into any other transactions since January 1, 2022 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 First Seacoast Bancorp, Inc. has established a standing Audit Committee, Compensation and Personnel Committee, and Governance and Nominating Committee. Each of these committees operates under a written charter, which governs its composition, responsibilities and operations. The table below sets forth the directors of each of the listed standing committees.
Audit Committee |
Compensation and Personnel Committee |
Governance and Nominating Committee | ||
Mark P. Boulanger (Chair) | Paula J. Williamson-Reid (Chair) | Michael J. Bolduc (Chair) | ||
James Jalbert | Michael J. Bolduc | Mark P. Boulanger | ||
Thomas J. Jean | James Jalbert | Erica A. Johnson | ||
Paula J. Williamson-Reid | Dana C. Lynch | Paula J. Williamson-Reid |
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Executive Compensation
Summary Compensation Table. 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 December 31, 2021. These individuals are sometimes referred to in this prospectus as the named executive officers.
Name and Principal Position |
Year | Salary | Bonus | Stock Awards (1) |
All Other Compensation (2) |
Total | ||||||||||||||||||
James R. Brannen |
2021 | $ | 255,000 | $ | 38,250 | $ | 149,850 | $ | 15,396 | $ | 458,496 | |||||||||||||
President and Chief Executive Officer |
2020 | 250,000 | 7,500 | | 14,606 | 272,106 | ||||||||||||||||||
Richard M. Donovan |
2021 | 188,000 | 25,650 | 99,900 | 9,203 | 322,753 | ||||||||||||||||||
Senior Vice President and Chief Financial Officer |
2020 | 182,500 | 10,475 | | 11,212 | 204,187 | ||||||||||||||||||
Timothy F. Dargan |
2021 | 191,470 | 25,750 | 99,900 | 11,676 | 328,796 | ||||||||||||||||||
Senior Vice President and Senior Commercial Lending Officer |
2020 | 182,250 | 15,475 | | 10,413 | 208,138 |
(1) | Reflects the aggregate grant date fair value for restricted stock awards computed according to FASB ASC Topic 718 Share Based Payment, based on the closing price of First Seacoast Bancorps common stock on the grant date ($9.99 per share on November 18, 2021). Restricted stock awards vest in three approximate equal installments, with the first vesting occurring on November 18, 2022. As of December 31, 2021, Mr. Brannen had an outstanding stock award for 15,000 shares and Messrs. Donovan and Dargan each had an outstanding stock award for 10,000 shares. |
(2) | For 2021, All Other Compensation consists of the following: |
Name |
401(k) Employer Matching Contribution |
ESOP Allocation | Total All Other Compensation |
|||||||||
James R. Brannen |
$ | 9,578 | $ | 5,818 | $ | 15,396 | ||||||
Richard M. Donovan |
4,330 | 4,873 | 9,203 | |||||||||
Timothy F. Dargan |
6,716 | 4,960 | 11,676 |
Employment Agreements. First Seacoast Bank has entered into employment agreements with each of Messrs. Brannen, Donovan and Dargan. The employment agreements with Messrs. Brannen and Donovan have terms of three years and the employment agreement with Mr. Dargan has a term of two years. As of March 1st of each year, the board of directors may renew the agreement for an additional year so that the remaining term again becomes three years for Messrs. Brannen and Donovan and two years for Mr. Dargan. In addition to base salary, the agreements provide for, among other things, participation in bonus programs and other benefit plans and arrangements applicable employees and executive officers. The current terms of the agreements with Messrs. Brannen and Donovan expire on March 1, 2025, and the current term of the agreement with Mr. Dargan expires on March 1, 2024. The current base salaries for Messrs. Brannen, Donovan and Dargan are $255,000, $188,000 and $191,470, respectively. First Seacoast Bank may terminate the employment of each of the executives for cause at any time, in which event they would have no right to receive compensation or other benefits under the employment agreements for any period after their termination of employment.
Certain events resulting in an executives termination or resignation will entitle the executive to severance benefits following his termination of employment. In the event of an executives involuntary termination for reasons other than for cause or if the executive resigns during the term of the agreement for good reason, the executive would be entitled to a lump sum cash severance payment equal to the base salary and bonuses or incentive awards the executive would have earned for the lesser of the remaining unexpired term of the employment agreement or 24 months. In addition, the executive would be entitled, at no expense to him, to the continuation non-taxable medical and dental coverage for the lesser of the remaining unexpired term of the employment agreement or the time at which the executive receives coverage under another employers plan. If the health and dental coverage is not permitted by applicable law or if providing the benefits would subject First Seacoast Bank to penalties, the executive will receive a cash lump sum payment equal to the value of the benefits.
If there is a change in control of First Seacoast Bancorp or First Seacoast Bank, followed by an executives involuntary termination other than for cause or upon the executives resignation for good reason, the executive would be entitled to a lump sum cash severance payment equal to three times the executives base amount, as that
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term is defined for purposes of Internal Revenue Code Section 280G (i.e., the average annual taxable income paid to him for the five taxable years preceding the taxable year in which the change in control occurs). In addition, the executive would be entitled, at no expense to him, to the continuation of non-taxable medical and dental coverage for 36 months following his termination of employment, or if the coverage is not permitted by applicable law or if providing the benefits would subject First Seacoast Bank to penalties, the executive would receive a cash lump sum payment equal to the value of the health and dental benefits.
Under the employment agreements, good reason includes (a) the failure to appoint the executive to the executive position set forth in the agreement or a material change in function, duties or responsibilities resulting in a reduction of the responsibility, scope, or importance of the executives position, (b) a relocation by more than 50 miles, (c) a material reduction in the benefits or perquisites paid to the executive (unless the reduction is part of a reduction that is generally applicable to employees of First Seacoast Bank), (d) a liquidation or dissolution of First Seacoast Bank or (e) a material breach of the employment agreement by First Seacoast Bank.
If an executive dies during the term of the employment agreement, First Seacoast Bank will pay the executives estate or beneficiaries the executives base salary for a period of six months and the executives dependents will be entitled to continued non-taxable medical, dental and other insurance for one year following the executives death.
Under each employment agreement, if the executive becomes disabled (within the meaning of the term under Section 409A of the Internal Revenue Code and as set forth in the employment agreement), he will receive benefits under any short-term or long-term disability plans maintained by First Seacoast Bank. First Seacoast Bank will make up the difference, if any, between the executives base salary and the disability benefits for a period of one year.
Under each employment agreement, if the executive retires following his attainment of age 65, he will receive benefits under any applicable retirement or other plans maintained by First Seacoast Bank.
Upon termination of an executives employment (other than following a change in control), the executive will be subject to certain restrictions on the executives ability to compete or to solicit business or employees of First Seacoast Bank for a period of one year following his termination of employment.
Salary Continuation Agreement. First Seacoast Bank is a party to a salary continuation agreement with Mr. Brannen. Under the agreement, if Mr. Brannen separates from service after reaching the normal retirement age of age 66, he will be entitled to an annual benefit equal to 34.62% of the average of the three highest amounts reported in Box 5 of Form W-2 (excluding amounts attributable to the granting, vesting or exercise of stock options, restricted stock or similar equity-based compensation, or amounts related to reportable income from deferred compensation). The benefit payment will begin on the first day of the second month following his separation from service and is paid monthly for a period of 120 months.
If Mr. Brannen separates from service before reaching his normal retirement age (other than on account of death, disability or for cause), he will be entitled to the accrued benefit (i.e., the amount accrued to date toward the normal retirement benefit), paid in monthly installments over 120 months, commencing on the first day of the second month following his separation from service. If he becomes disabled before his separation from service, he will receive the normal retirement benefit under the agreement, paid in 120 monthly installments commencing on the first day of the month following the date he reaches age 66. If there is a change in control, he will receive the normal retirement benefit under the agreement (regardless of his age at the time). The benefit will be paid to him at the same time and form the benefit would have otherwise been paid under the agreement upon his separation from service, death or disability, provided, however, that if he separates from service within two years of a change in control, the benefit will be paid to him in a lump sum on the first day of the second month following his separation from service. Hardship distributions may also be paid under the agreement if Mr. Brannen experiences an unforeseeable emergency.
If Mr. Brannen dies before a separation from service, his beneficiary will receive the accrued benefit paid in a lump sum on the first day of the second month following his death. If he dies following his separation from service but before receiving benefits under the agreement, his beneficiary will receive the benefits he would have
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otherwise continued to have received, paid in a lump sum on the first day of the second month following his death. If Mr. Brannen dies while receiving benefits, his beneficiary will continue to receive the benefit payments (at the same time and in the same form) he would have continued to have received under the agreement had he survived.
Defined Benefit Pension Plan. First Seacoast Bank participates in the Pentegra Defined Benefit Plan for Financial Institutions, a multiple-employer pension plan. Effective October 1, 2010, First Seacoast Bank adopted a soft freeze to the pension plan so that no new employees would become participants in the plan after that date. Effective December 31, 2018, First Seacoast Bank adopted a hard freeze to the pension plan so that future service or compensation changes would not increase retirement benefits after that date. Pension plan benefits are based on a participants years of service and compensation (both capped at the hard freeze date and with no more than 30 years of service credited for benefit purposes). Messrs. Brannen and Dargan are the only named executive officers that participate in the pension plan.
Total pension plan expense for the six months ended June 30, 2022 and the year ended December 31, 2021, was $100,000 and $200,000, respectively. First Seacoast Bank has provided notice of its intent to withdraw as a participant from the pension plan as of September 30, 2022. Based on an estimate provided in August 2022 by the plan administrator, the estimated total cost (pre-tax) to withdraw is $2.5 million. Because the cost of withdrawal will primarily depend on the value of the plans assets and applicable interest rates at the time of withdrawal, the actual withdrawal cost will not be known until the withdrawal date, which we anticipate to be during the first quarter of 2023. The actual withdrawal cost may differ materially from the estimated cost provided by the plan administrator.
Outstanding Equity Awards at Fiscal Year End. The following table provides information regarding equity awards outstanding as of December 31, 2021 to each named executive officer.
Name |
Number of Securities Underlying Unexercised Options Exercisable |
Number of Securities Underlying Unexercised Options Unexercisable |
Option Exercise Price |
Option Expiration Date |
Number of Shares of Restricted Stock That Have Not Vested (1) |
Market Value of Shares of Restricted Stock That Have Not Vested (2) |
||||||||||||||||||
James R. Brannen |
| | | | 15,000 | $ | 160,050 | |||||||||||||||||
Richard M. Donovan |
| | | | 10,000 | 106,700 | ||||||||||||||||||
Timothy F. Dargan |
| | | | 10,000 | 106,700 |
(1) | Restricted stock awards vest in three approximately equal installments. The first installment will vest on November 18, 2022. |
(2) | Based upon the closing stock price of $10.67 per share on December 31, 2021. |
Equity Incentive Plan. First Seacoast Bancorp adopted, and its stockholders approved, the First Seacoast Bancorp 2021 Equity Incentive Plan (the 2021 Equity Incentive Plan). Subject to permitted adjustments for certain corporate transactions (including the conversion and stock offering), the 2021 Equity Incentive Plan authorizes the issuance or delivery to participants of up to 417,327 shares of First Seacoast common stock pursuant to grants of stock options, restricted stock awards and restricted stock units. Of this number, the maximum number of shares of common stock that we may issue under the 2021 Equity Incentive Plan pursuant to the exercise of stock options is 298,091 shares, and the maximum number of shares of common stock that may be issue as restricted stock awards or restricted stock units is 119,236 shares. As of June 30, 2022, there were 966 restricted stock awards or units and 298,091 stock options remaining available for future grants under the 2021 Equity Incentive Plan. At the completion of the conversion and stock offering, any outstanding awards and any shares remaining available for grant under the 2021 Equity Plan will be adjusted to reflect the exchange ratio utilized in connection with the conversion and stock offering. We will also amend the 2021 Equity Plan to eliminate any reference to our mutual holding company and to reflect the holding company as First Seacoast Bancorp, Inc. Additionally, the Compensation Committee expects to grant stock options available under the 2021 Equity Incentive Plan sometime during the first or second quarters of 2023.
Employee Stock Ownership Plan. In connection with the mutual holding company reorganization and related stock offering in July 2019, First Seacoast Bank adopted an employee stock ownership plan for eligible employees, including the named executive officers. Eligible employees begin participating in the employee stock
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ownership plan on the first entry date commencing on or after the eligible employees completion of one year of service and attainment of age 18.
In connection with the mutual holding company reorganization, the employee stock ownership plan trustee purchased, on behalf of the employee stock ownership plan, 238,473 shares of First Seacoast Bancorp common stock, funded with a loan from First Seacoast Bancorp equal to the aggregate purchase price of the common stock. In connection with the stock offering, we expect the trustee to purchase 8% of the common stock sold in the stock offering. To purchase the additional common stock, the trustee will borrow money from First Seacoast Bancorp, Inc. and will consolidate the loan with the current outstanding indebtedness of the employee stock ownership plan. The new loan will be repaid principally through First Seacoast Banks discretionary contributions to the employee stock ownership plan as well as any dividends payable on common stock held by the employee stock ownership plan over the anticipated 25-year term of the loan. The current interest rate for the employee stock ownership plan loan is the prime rate, as published in The Wall Street Journal and the consolidated loan will also have an interest rate equal to the prime rate as of the close of the conversion and stock offering. At the completion of the conversion and stock offering, the existing shares held in the employee stock ownership plan will be adjusted to reflect the exchange ratio utilized in connection with the conversion and stock offering. We will also amend the plan to eliminate any reference to our mutual holding company and to reflect the holding company as First Seacoast Bancorp, Inc.
The trustee holds the shares purchased by the employee stock ownership plan in an unallocated suspense account and releases the shares as the loan is repaid. Participants become 100% vested in their account balance after three years of service. Participants also become fully vested upon normal retirement, 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 separation from service in accordance with the terms of the plan document. The employee stock ownership plan reallocates any unvested shares forfeited upon termination of employment among the remaining participants.
As discussed above, we expect the employee stock ownership plan to purchase up to 8% of the shares of common stock we sell in the stock offering. If market conditions warrant, in the judgment of its trustees, the employee stock ownership plans subscription order will not be filled and the employee stock ownership plan may elect to purchase shares in the open market following the completion of the conversion and stock offering, subject to the approval of the Federal Reserve Board.
401(k) Plan. First Seacoast Bank maintains the First Seacoast Bank 401(k) Plan, a tax-qualified defined contribution plan for eligible employees. The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of First Seacoast Bank. An eligible employee must complete three months of service and attain the age of 18 to begin making salary deferrals under the 401(k) Plan. An eligible employee must complete twelve months of service and attain the age of 18 to be to begin receiving matching or other employer contributions under the 401(k) Plan.
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. For 2022, the salary deferral contribution limit is $20,500, provided, however, that a participant over age 50 may contribute an additional $6,500 to the 401(k) Plan for a total of $27,000. In addition to salary deferral contributions, First Seacoast Bank makes safe harbor matching contributions equal to 100% of a participants salary deferrals, up to 4% of the participants compensation. First Seacoast Bank may also make other discretionary matching contributions and other discretionary employer contributions to the plan. A participant is always 100% vested in his or her salary deferral contributions and employer contributions under the plan.
Generally, unless the participant elects otherwise, the participants account balance will be distributed following the participants termination of employment. First Seacoast Bank intends to allow participants in the 401(k) plan to use a portion of their account balances under the plan to subscribe for common stock in the stock offering.
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Director Compensation
The following table provides the compensation received by the individuals who served as our non-employee directors during the fiscal year ended December 31, 2021. The table excludes perquisites, which did not exceed $10,000 in the aggregate for each director. James R. Brannen did not receive any compensation in his capacity as a director during the fiscal year ended December 31, 2021. The compensation reported in this table is paid by First Seacoast Bank. None of the directors was compensated separately by either First Seacoast Bancorp, MHC or First Seacoast Bancorp.
Fees Earned or Paid in Cash ($) |
Stock Awards ($) (1) | Nonqualified Deferred Compensation Earnings ($) |
Total ($) | |||||||||||||
Michael J. Bolduc |
23,110 | 42,557 | 472 | 66,139 | ||||||||||||
Mark P. Boulanger |
22,210 | 42,557 | 179 | 64,946 | ||||||||||||
James Jalbert |
23,710 | 42,557 | 1,337 | 67,604 | ||||||||||||
Thomas J. Jean |
23,688 | 42,557 | | 66,245 | ||||||||||||
Erica A. Johnson |
25,210 | 42,557 | 179 | 67,946 | ||||||||||||
Dana C. Lynch |
25,510 | 59,441 | | 84,951 | ||||||||||||
Janet L. Sylvester |
24,010 | 42,557 | 1,391 | 67,958 | ||||||||||||
Paula J. Williamson-Reid |
23,110 | 42,557 | 774 | 66,441 |
(1) | Reflects the aggregate grant date fair value for restricted stock awards computed according to Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718 Share Based Payment, based on the closing price of First Seacoast Bancorps common stock on the grant date ($9.99 per share on November 18, 2021). Restricted stock awards vest in three approximate equal installments, with the first vesting occurring on November 18, 2022. As of December 31, 2021, Mr. Lynch had an outstanding stock award for 5,950 shares and each other individual had an outstanding stock award for 4,260 shares. |
Supplemental Director Retirement and Fee Continuation Agreements. First Seacoast Bank has entered into Supplemental Director Retirement Agreements with each of its non-employee directors, except Mr. Lynch with whom it has entered into a Director Fee Continuation Agreement which is substantially the same as the Supplemental Director Retirement Agreements. Under the agreements, a director who remains in service on the board of directors until the normal retirement age specified in the agreement (age 70) will be entitled to receive an annual retirement benefit of $20,000. The payments will be made to the director upon his or her separation from service in annual installments for ten years. If a director separates from service before age 70, he or she is entitled to the vested percentage of the accrued liability balance under the agreement, paid in annual installments over ten years. Directors vest in their benefits under the agreements over a ten-year period (0% during the first 6 years, 25% after 7 years, 50% after 8 years, 75% after 9 years and 100% after 10 years). Upon a change in control, directors would receive the present value of a stream of ten annual payments of $20,000. Upon death, a directors beneficiary would receive the vested portion of the directors accrued liability balance, paid in a lump sum within 30 days following the directors death.
Director Deferred Fee Plan. First Seacoast Bank maintains a deferred director fee plan, pursuant to which non-employee directors may elect to defer a portion of their directors fees each year. First Seacoast Bank credits the deferred amounts with earnings at a rate equivalent to the yield for the 7-year Treasury Bill Rate (compounded monthly), unless participants elect to have earnings credited based on certain hypothetical investment alternatives. Directors may elect to receive their deferred fees and earnings when they separate from service or at a specified date and have the benefits paid in a lump sum or installments over a 5- or 10-year period. A director may also elect to have benefits paid in a lump sum if the director separates from service within two years of a change in control. The directors vested benefits are paid in a lump sum upon a directors death.
Benefits to be Considered Following Completion of the Conversion and Stock Offering
Following the conversion and stock offering, we intend to adopt one or more new stock-based benefit plans that will provide for grants of stock options and restricted common stock awards. If adopted within 12 months following the completion of the conversion and stock offering, the aggregate number of shares reserved for the exercise of stock options or available for stock awards under the stock-based benefit plans would be limited to 10% and 4%, respectively, of the shares sold in the stock offering.
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The stock-based benefit plans will not be established sooner than six months after the conversion and stock offering, and if adopted within one year after the conversion and stock offering, the plans must be approved by a majority of the votes eligible to be cast by our stockholders. If stock-based benefit plans are established more than one year after the conversion and stock offering, they must be approved by a majority of votes cast by our stockholders. The following additional restrictions would apply to our stock-based benefit plans only if such plans are adopted within one year after the conversion and stock offering:
| non-employee directors in the aggregate may not receive more than 30% of the options and restricted stock awards authorized under the plans; |
| any one non-employee director may not receive more than 5% of the options and restricted stock awards authorized under the plans; |
| any officer or employee may not receive more than 25% of the options and restricted stock awards authorized under the plans; |
| any tax-qualified employee stock benefit plans and restricted stock plans, in the aggregate, may not acquire more than 10% of the shares sold in the stock offering, unless First Seacoast Bank Federal has tangible capital of 10% or more, in which case tax-qualified employee stock benefit plans and restricted stock plans may acquire up to 12% of the shares sold in the stock offering; |
| the options and restricted stock awards may not vest more rapidly than 20% per year, beginning on the first anniversary of stockholder approval of the plans; |
| accelerated vesting is not permitted except for death, disability or upon a change in control of First Seacoast Bancorp, Inc. or First Seacoast Bank; and |
| our executive officers or directors must exercise or forfeit their options if First Seacoast Bank becomes critically undercapitalized, is subject to enforcement action or receives a capital directive. |
We have not determined whether we will present stock-based benefit plans for stockholder approval before or more than 12 months after the completion of the conversion and stock offering. If either federal or state 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 plans by issuing additional shares of common stock from authorized but unissued shares or through stock repurchases.
The actual value of the shares awarded under stock-based benefit plans would be based in part on the price of First Seacoast Bancorp, Inc.s common stock at the time the shares are awarded. The following table presents the total value of all shares of restricted stock that would be available for issuance under the stock-based benefit plans, assuming the shares are awarded when the market price of our common stock ranges from $8.00 per share to $14.00 per share.
Share Price |
112,200 Shares Awarded at Minimum of Offering Range |
132,000 Shares Awarded at Midpoint of Offering Range |
151,800 Shares Awarded at Maximum of Offering Range |
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(In thousands, except share price information) | ||||||||||||
$ 8.00 |
$ | 898 | $ | 1,056 | $ | 1,214 | ||||||
10.00 |
1,122 | 1,320 | 1,518 | |||||||||
12.00 |
1,346 | 1,584 | 1,822 | |||||||||
14.00 |
1,571 | 1,848 | 2,125 |
The grant-date fair value of the options granted under the stock-based benefit plans will be based in part on the price of shares of common stock of First Seacoast Bancorp, Inc. at the time the options are granted. The value
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also will 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 plans, 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.
Exercise Price |
Grant-Date Fair Value Per Option |
280,500 Options at Minimum of Offering Range |
330,000 Options at Midpoint of Offering Range |
379,500 Options at Maximum of Offering Range |
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(In thousands, except exercise price and fair value information) | ||||||||||||||||
$ 8.00 |
$ | 3.19 | $ | 895 | $ | 1,053 | $ | 1,211 | ||||||||
10.00 |
3.99 | 1,119 | 1,317 | 1,514 | ||||||||||||
12.00 |
4.78 | 1,341 | 1,577 | 1,814 | ||||||||||||
14.00 |
5.58 | 1,565 | 1,841 | 2,118 |
The tables presented above are provided for informational purposes only. There can be no assurance that our stock price will not trade below $10.00 per share. Before you make an investment decision, we urge you to read this prospectus carefully, including, but not limited to, the section entitled Risk Factors beginning on page 17.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table provides, as of June 30, 2022, information regarding the beneficial ownership of shares of common stock of First Seacoast Bancorp held by all persons known to management to own more than 5% of our common stock and by our directors and executive officers, individually and as a group. For purposes of this table, a person is deemed to be the beneficial owner of any shares of common stock over which the person has, or shares, directly or indirectly, voting or investment power.
Number of Shares Owned |
Percent of Common Stock Outstanding (1) |
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Greater Than 5% Stockholders: |
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First Seacoast Bancorp, MHC |
3,345,925 | 55.2 | % | |||||
Directors: |
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James R. Brannen |
11,739 | (2) | * | |||||
Michael J. Bolduc |
15,000 | (3) | * | |||||
Mark P. Boulanger |
3,590 | * | ||||||
James Jalbert |
15,000 | (4) | * | |||||
Thomas J. Jean |
1,000 | * | ||||||
Erica A. Johnson |
2,796 | * | ||||||
Dana C. Lynch |
2,500 | (5) | * | |||||
Janet L. Sylvester |
5,126 | (6) | * | |||||
Paula J. Williamson-Reid |
3,500 | (7) | * | |||||
Executive Officers Who Are Not Directors: |
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Richard M. Donovan |
20,882 | (8) | * | |||||
Timothy F. Dargan |
6,329 | (9) | * | |||||
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|
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All directors and executive officers as a group (11 persons) |
87,462 | 1.44 | % | |||||
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|
* | Less than 1%. |
(1) | Based on 6,064,891 shares outstanding as of June 30, 2022. |
(2) | Includes 5,000 shares held indirectly in through an IRA, 1,677 shares held indirectly through the First Seacoast Bank Employee Stock Ownership Plan (the ESOP) and 5,062 shares held indirectly in the First Seacoast Bank 401(k) Plan (the 401(k) Plan). |
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(3) | Includes 6,350 shares held indirectly through a trust, 3,300 shares held indirectly through an IRA and 5,350 shares held indirectly through spouses IRA. |
(4) | Consists of 15,000 shares held indirectly through an IRA. |
(5) | Consists of 2,500 shares held indirectly through an IRA. |
(6) | Consists of 5,126 shares held indirectly through an IRA. |
(7) | Consists of 3,500 shares held indirectly through an IRA. |
(8) | Consists of 14,975 shares held indirectly through an IRA, 1,372 shares held indirectly through the ESOP and 4,535 shares held indirectly through the 401(k) Plan. |
(9) | Consists of 5,000 shares held indirectly through an IRA and 1,329 shares held indirectly through the ESOP. |
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS
The table below sets forth, for each of director and executive officers of First Seacoast Bancorp and for all directors and executive officers as a group, the following information:
(i) | the number of exchange shares to be owned upon completion of the conversion and stock offering, based upon their beneficial ownership of First Seacoast Bancorp common stock as of June 30, 2022; |
(ii) | the proposed purchases of subscription shares, assuming sufficient shares of common stock are available to satisfy their subscriptions; and |
(iii) | the total shares of common stock to be held upon completion of the conversion and stock offering. |
In each case, it is assumed that subscription shares are sold at the minimum of the offering range. See The Conversion and Stock Offering Additional Limitations on Common Stock Purchases. Federal and state regulations prohibit our directors and officers from selling the shares they purchase in the stock offering for one year after the date of purchase.
Number of Exchange Shares to Be Received (1) |
Proposed Stock Purchases in the Stock Offering (2) |
Total Shares of Common Stock at Minimum of Offering Range (3) |
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Name of Beneficial Owner |
Number of Shares |
Amount | Number of Shares |
Percentage of Shares Outstanding |
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James R. Brannen |
9,811 | 5,000 | $ | 50,000 | 14,811 | * | % | |||||||||||||
Michael J. Bolduc |
12,537 | 2,000 | 20,000 | 14,537 | * | |||||||||||||||
Mark P. Boulanger |
3,000 | 1,000 | 10,000 | 4,000 | * | |||||||||||||||
James Jalbert |
12,537 | 20,000 | 200,000 | 32,537 | 1.2 | |||||||||||||||
Thomas J. Jean |
835 | 500 | 5,000 | 1,335 | * | |||||||||||||||
Erica A. Johnson |
2,336 | 500 | 5,000 | 2,836 | * | |||||||||||||||
Dana C. Lynch |
2,089 | 5,000 | 50,000 | 7,089 | * | |||||||||||||||
Janet L. Sylvester |
4,284 | 1,000 | 10,000 | 5,284 | * | |||||||||||||||
Paula J. Williamson-Reid |
2,925 | 1,500 | 15,000 | 4,425 | * | |||||||||||||||
Richard M. Donovan |
17,453 | 5,000 | 50,000 | 22,453 | * | |||||||||||||||
Timothy F. Dargan |
5,289 | 1,000 | 10,000 | 6,289 | * | |||||||||||||||
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|
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All Directors and Executive Officers as a group (11 persons) |
73,096 | 42,500 | $ | 425,000 | 115,596 | 2.3 | % | |||||||||||||
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* | Less than 1%. |
(1) | Based on information presented under Beneficial Ownership of Common Stock and assuming an exchange ratio of 0.8358 at the minimum of the offering range. |
(2) | Includes proposed subscriptions, if any, by associates. |
(3) | Assuming an exchange ratio of 1.1308 at the maximum of the offering range, directors and executive officers would beneficially own 141,402 shares, or 2.1%, of the outstanding shares of common stock of First Seacoast Bancorp, Inc. upon completion of the conversion and stock offering. |
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THE CONVERSION AND STOCK OFFERING
The boards of directors of First Seacoast Bancorp, MHC and First Seacoast Bancorp have approved the plan of conversion. The plan of conversion must also be approved by the stockholders of First Seacoast Bancorp and by the members of First Seacoast Bancorp, MHC (i.e., depositors and certain borrowers of First Seacoast Bank). Special meetings of stockholders and members have been called for this purpose. We have filed applications with the Federal Reserve Board with respect to the conversion and stock offering and with respect to First Seacoast Bancorp, Inc. becoming the savings and loan holding company for First Seacoast Bank. The approval of the Federal Reserve Board is required before we can consummate the conversion and stock offering. We have also filed a notice with the Office of the Comptroller of the Currency with respect to an amendment to First Seacoast Banks charter. The non-objection of the Office of the Comptroller of the Currency is required before we can consummate the conversion and stock offering. Any approval by the Federal Reserve Board or any non-objection by the Office of the Comptroller of the Currency does not constitute a recommendation or endorsement of the plan of conversion.
General
Pursuant to the plan of conversion, our organization will convert from the mutual holding company form of organization to the fully stock form. First Seacoast Bancorp, MHC will be merged into First Seacoast Bancorp and as a result First Seacoast Bancorp, MHC will cease to exist. First Seacoast Bancorp, which owns 100% of the outstanding common stock of First Seacoast Bank, will merge into a new Maryland corporation named First Seacoast Bancorp, Inc. and as a result First Seacoast Bancorp will cease to exist. As part of the conversion and stock offering, the 55.17% ownership interest of First Seacoast Bancorp, MHC in First Seacoast Bancorp will be offered for sale in the stock offering. When the conversion and stock offering is completed, First Seacoast Bancorp, Inc. will own all of the outstanding common stock of First Seacoast Bank and public stockholders of First Seacoast Bancorp, Inc. will own all of the outstanding common stock of First Seacoast Bancorp, Inc. A diagram of our corporate structure before and after the conversion and stock offering is set forth in the Summary section of this prospectus.
Under the plan of conversion, upon the completion of the conversion and stock offering, each share of First Seacoast Bancorp common stock owned by persons other than First Seacoast Bancorp, MHC will be converted automatically into the right to receive new shares of First Seacoast Bancorp, Inc. common stock determined pursuant to an exchange ratio. The exchange ratio will ensure that immediately after the exchange of existing shares of First Seacoast Bancorp for new shares of First Seacoast Bancorp, Inc. the public stockholders will own the same aggregate percentage of shares of common stock of First Seacoast Bancorp, Inc. that they owned in First Seacoast Bancorp immediately before the conversion and stock offering, excluding any shares they purchased in the stock offering and their receipt of cash paid in lieu of fractional shares, and adjusted downward to reflect certain assets held by First Seacoast Bancorp, MHC.
We intend to retain between $11.0 million and $15.1 million of the net proceeds of the stock offering and to invest between $13.2 million and $18.1 million of the net proceeds in First Seacoast Bank. The conversion and stock offering will be consummated only upon the issuance of at least the minimum number of shares of our common stock offered pursuant to the plan of conversion.
The plan of conversion provides that we will offer shares of common stock for sale in the subscription offering to eligible account holders of First Seacoast Bank, our tax-qualified employee benefit plans, including our employee stock ownership plan, supplemental account holders of First Seacoast Bank, and other members of First Seacoast Bancorp, MHC (qualifying depositors and borrowers of First Seacoast Bank). In addition, we may offer common stock for sale in a community offering to members of the general public, with a preference given in the following order:
(i) | Natural persons (including trusts of natural persons) residing in the New Hampshire counties of Rockingham and Strafford; and |
(ii) | First Seacoast Bancorps public stockholders at the close of business on __________, 2022. |
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We have the right to accept or reject, in whole or in part, any orders to purchase shares of the common stock received in the community offering. The community offering may begin concurrently with, during or after the subscription offering and must be completed within 45 days after the completion of the subscription offering unless otherwise extended by the Federal Reserve Board. See Community Offering.
We also may offer for sale shares of common stock not purchased in the subscription or community offerings in a syndicated community offering in which Keefe, Bruyette & Woods, Inc. will be sole manager. See Syndicated Community Offering.
We determined the number of shares of common stock to be offered for sale in the stock offering based upon an independent valuation appraisal of the estimated pro forma market value of First Seacoast Bancorp, Inc. All shares of common stock to be sold in the stock offering will be sold at $10.00 per share. Investors will not be charged a commission to purchase shares of common stock. The independent valuation will be updated and the final number of shares of common stock to be issued in the stock offering will be determined at the completion of the stock offering. See Stock Pricing and Number of Shares to be Issued for more information as to the determination of the estimated pro forma market value of the common stock.
The following is a brief summary of the conversion and stock offering and it is qualified in its entirety by reference to the provisions of the plan of conversion. A copy of the plan of conversion is available for inspection at each office of First Seacoast Bank. The plan of conversion is also filed as an exhibit to First Seacoast Bancorp, MHCs application for conversion, of which this prospectus is a part, copies of which may be obtained from the Federal Reserve Board. The plan of conversion is also filed as an exhibit to the registration statement we have filed with the Securities and Exchange Commission, of which this prospectus is a part. Copies of the registration statement may be obtained from the Securities and Exchange Commission or online at the Securities and Exchange Commissions website (www.sec.gov). See Where You Can Find Additional Information.
Reasons for the Conversion and Stock Offering
Our primary reasons for undertaking the conversion and stock offering are to:
| Support our planned growth and strengthen our regulatory capital position with the additional capital we will raise in the stock offering. While First Seacoast Bank exceeds all regulatory capital requirements to be categorized as well-capitalized, the proceeds from the stock offering will significantly augment our capital position and enable us to support our planned growth by increasing our regulatory loans-to-one borrower limit. The augmented capital will be essential to the continued implementation of our business strategy. |
| Transition our organization to a stock holding company structure, which gives us greater flexibility to access the capital markets compared to our existing mutual holding company structure. The stock holding company structure is a more flexible form of organization that will give us greater flexibility to access the capital markets through possible future equity and debt offerings, although we have no current plans, agreements or understandings regarding any additional securities offerings. |
| Improve the liquidity of our shares of common stock. The larger number of shares that will be outstanding after completion of the conversion and stock offering is expected to result in a more liquid and active market for First Seacoast Bancorp, Inc. common stock. A more liquid and active market will make it easier for our stockholders to buy and sell our common stock and will give us greater flexibility in implementing capital management strategies. |
| Facilitate our stock holding companys ability to pay dividends to our public stockholders. Current regulations of the Federal Reserve Board substantially restrict the ability of recently formed mutual holding companies, such as First Seacoast Bancorp, MHC, to waive dividends declared by their subsidiaries. Accordingly, because any dividends declared and paid by First Seacoast Bancorp would have to be paid to First Seacoast Bancorp, MHC along with all other |
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stockholders, the amount of dividends available for all other stockholders will be less than if First Seacoast Bancorp, MHC were to waive the receipt of dividends. The conversion and stock offering will eliminate our mutual holding company structure and will facilitate our ability to pay dividends to all stockholders of First Seacoast Bancorp, Inc., subject to legal, regulatory and financial considerations applicable to all financial institutions. See Our Dividend Policy. |
| Facilitate future mergers and acquisitions. Although we do not currently have any understandings or agreements regarding any specific acquisition transaction, the stock holding company structure will give us greater flexibility to structure, and make us a more attractive and competitive bidder for, mergers and acquisitions of other financial institutions or business lines as opportunities may arise. The additional capital raised in the stock offering also will enable us to consider larger merger transactions if they may arise. Although we intend to remain an independent financial institution, the stock holding company structure may make us a more attractive acquisition candidate for other institutions. Applicable regulations prohibit the acquisition of First Seacoast Bancorp, Inc. for three years following completion of the conversion and stock offering, and also prohibit anyone from acquiring or offering to acquire more than 10% of our stock without regulatory approval. |
Approvals Required
The affirmative vote of a majority of the total votes eligible to be cast by the members of First Seacoast Bancorp, MHC (i.e., depositors and certain borrowers of First Seacoast Bank) is required to approve the plan of conversion. By their approval of the plan of conversion, the members of First Seacoast Bancorp, MHC will also be approving the merger of First Seacoast Bancorp, MHC with and into First Seacoast Bancorp. The affirmative vote of the holders of at least two-thirds of the outstanding shares of common stock of First Seacoast Bancorp and the affirmative vote of the holders of a majority of the outstanding shares of common stock of First Seacoast Bancorp owned by the public stockholders of First Seacoast Bancorp (i.e., all stockholders other than First Seacoast Bancorp, MHC) also are required to approve the plan of conversion. We have filed applications with the Federal Reserve Board with respect to the conversion and stock offering and with respect to First Seacoast Bancorp, Inc. becoming the savings and loan holding company for First Seacoast Bank. The approval of the Federal Reserve Board is required before we can consummate the conversion and stock offering. The Office of the Comptroller of the Currency must also provide its non-objection to an amendment to First Seacoast Banks charter to establish a liquidation account. The non-objection of the Office of the Comptroller of the Currency is required before we can consummate the conversion and stock offering.
Share Exchange Ratio for Current Stockholders
At the completion of the conversion and stock offering, each publicly held share of First Seacoast Bancorp common stock will be converted automatically into the right to receive a number of shares of First Seacoast Bancorp, Inc. common stock. The number of shares of common stock will be determined pursuant to the exchange ratio, which ensures that the public stockholders will own the same percentage of common stock in First Seacoast Bancorp, Inc. after the conversion and stock offering as they held in First Seacoast Bancorp immediately before the conversion and stock offering, exclusive of their purchase of additional shares of common stock in the stock offering and their receipt of cash in lieu of fractional exchange shares, and adjusted downward to reflect certain assets held by First Seacoast Bancorp, MHC. The exchange ratio will not depend on the market value of First Seacoast Bancorp common stock. The exchange ratio will be based on the percentage of First Seacoast Bancorp common stock owned by the public stockholders, the independent valuation of First Seacoast Bancorp, Inc. prepared by Feldman Financial Advisors, Inc., and the number of shares of common stock issued in the stock offering. The exchange ratio is expected to range from 0.8358 shares of First Seacoast Bancorp, Inc. for each publicly held share of First Seacoast Bancorp at the minimum of the offering range to 1.1308 shares of First Seacoast Bancorp, Inc. common stock for each publicly held share of First Seacoast Bancorp at the maximum of the offering range.
The following table shows how the exchange ratio will adjust, based on the appraised value of First Seacoast Bancorp, Inc. as of August 26, 2022, assuming the public stockholders of First Seacoast Bancorp own 55.2% of the outstanding shares of First Seacoast Bancorp common stock and First Seacoast Bancorp, MHC has
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assets of $100,000 immediately before the completion of the conversion and stock offering. The table also shows how many shares of First Seacoast Bancorp, Inc. a hypothetical owner of First Seacoast Bancorp common stock would receive in the exchange for 100 shares of common stock owned at the completion of the conversion and stock offering, depending on the number of shares issued in the stock offering.
Shares to be Sold in the Stock Offering |
Shares of First Seacoast Bancorp, Inc. to be Issued in Exchange for Shares of First Seacoast Bancorp |
Total Shares of Common Stock to be Issued in Exchange and Offering |
Exchange Ratio |
Equivalent Value of Shares Based Upon Offering Price (1) |
Equivalent Pro Forma Tangible Book Value Per Exchanged Share (2) |
Whole Shares to be Received for 100 Existing Shares (3) |
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Amount | Percent | Amount | Percent | |||||||||||||||||||||||||||||||||
Minimum |
2,805,000 | 55.2 | % | 2,272,492 | 44.8 | % | 5,077,492 | 0.8358 | $ | 8.36 | $ | 11.98 | 83 | |||||||||||||||||||||||
Midpoint |
3,300,000 | 55.2 | 2,673,520 | 44.8 | 5,973,520 | 0.9833 | 9.83 | 12.69 | 98 | |||||||||||||||||||||||||||
Maximum |
3,795,000 | 55.2 | 3,074,548 | 44.8 | 6,869,548 | 1.1308 | 11.31 | 13.40 | 113 |
(1) | Represents the value of shares of First Seacoast Bancorp, Inc. common stock to be received in the conversion and stock offering by a holder of one share of First Seacoast Bancorp, pursuant to the exchange ratio, based upon the $10.00 per share offering price. |
(2) | Represents the pro forma tangible book value per share at each level of the offering range multiplied by the respective exchange ratio. At June 30, 2022, First Seacoast Bancorps tangible book value per share was $8.50. |
(3) | Cash will be paid in lieu of fractional shares. |
Options to purchase shares of First Seacoast Bancorp common stock that are outstanding immediately before the completion of the conversion and stock offering will be converted into options to purchase shares of First Seacoast Bancorp, Inc. common stock, with the number of shares subject to the option and the exercise price per share to be adjusted based upon the exchange ratio. The aggregate exercise price, term and vesting period of the options will remain unchanged.
Effects of the Conversion and Stock Offering
Continuity. The conversion and stock offering will not affect the normal business of First Seacoast Bank of accepting deposits and making loans. First Seacoast Bank will continue to be a federally-chartered savings bank and will continue to be regulated by the Office of the Comptroller of the Currency. After the conversion and stock offering, First Seacoast Bank will continue to offer existing services to depositors, borrowers and other customers. The directors of First Seacoast Bancorp serving at the time of the conversion and stock offering will be the directors of First Seacoast Bancorp, Inc. upon the completion of the conversion and stock offering.
Effect on Deposit Accounts. Pursuant to the plan of conversion, each depositor of First Seacoast Bank at the time of the conversion and stock offering will automatically continue as a depositor after the conversion, and the deposit balance, interest rate and other terms of such deposit accounts will not change as a result of the conversion and stock offering. Each such account will be insured by the Federal Deposit Insurance Corporation to the same extent as before the conversion and stock offering. Depositors will continue to hold their existing certificates, passbooks and other evidences of their accounts.
Effect on Loans. No loan outstanding from First Seacoast Bank will be affected by the conversion and stock offering, and the amount, interest rate, maturity and security for each loan will remain as it was contractually fixed before the conversion and stock offering.
Effect on Voting Rights of Depositors and Borrowers. Depositors and certain borrowers of First Seacoast Bank are members of, and have voting rights in, First Seacoast Bancorp, MHC, as to all matters requiring a vote of members. Upon completion of the conversion and stock offering, depositors and borrowers will no longer have voting rights. All voting rights in First Seacoast Bank will be vested in First Seacoast Bancorp, Inc. as the sole stockholder of First Seacoast Bank. The stockholders of First Seacoast Bancorp, Inc. will possess exclusive voting rights with respect to First Seacoast common stock.
Tax Effects. We have received an opinion of counsel with regard to the federal income tax consequences of the conversion and stock offering and an opinion of our tax advisor with regard to the New Hampshire income tax
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consequences of the conversion and stock offering to the effect that it will not be a taxable transaction for federal or state income tax purposes to First Seacoast Bancorp, MHC, First Seacoast Bancorp, First Seacoast Bank, the public stockholders of First Seacoast Bancorp (except for cash paid for fractional shares), eligible account holders, supplemental eligible account holders, or other members. See Material Income Tax Consequences.
Effect on Liquidation Rights. Each depositor in First Seacoast Bank has both a deposit account in First Seacoast Bank and a pro rata ownership interest in the net worth of First Seacoast Bancorp, MHC based upon the deposit balance in his or her account. This ownership interest is tied to the depositors account and has no tangible market value separate from the deposit account. This ownership interest may only be realized in the event of a complete liquidation of First Seacoast Bancorp, MHC and First Seacoast Bank; however, there has never been a liquidation of a solvent mutual holding company. Any depositor who opens a deposit account receives a pro rata ownership interest in First Seacoast Bancorp, MHC without any additional payment beyond the amount of the deposit. A depositor who reduces or closes his or her account receives a portion or all of the balance in the deposit account but nothing for his or her ownership interest in the net worth of First Seacoast Bancorp, MHC, which is lost to the extent that the balance in the account is reduced or closed.
Consequently, depositors in a stock depository institution that is a subsidiary of a mutual holding company normally have no way of realizing the value of their ownership interest, which would be realizable only in the unlikely event that First Seacoast Bancorp, MHC and First Seacoast Bank are liquidated completely. If this occurs, the depositors of record at that time, as owners, would share pro rata in any residual surplus and reserves of First Seacoast Bancorp, MHC after other claims, including claims of depositors to the amounts of their deposits, are paid.
Under the plan of conversion, Eligible Account Holders (as defined below) and Supplemental Eligible Account Holders (as defined below) will receive an interest in liquidation accounts maintained by First Seacoast Bancorp, Inc. and First Seacoast Bank in an aggregate amount equal to (i) First Seacoast Bancorp, MHCs ownership interest in First Seacoast Bancorps total stockholders equity as of the date of the latest statement of financial condition included in this prospectus, plus (ii) the value of the net assets of First Seacoast Bancorp, MHC as of the date of the latest statement of financial condition of First Seacoast Bancorp, MHC before the consummation of the conversion and stock offering (excluding its ownership of First Seacoast Bancorp). First Seacoast Bancorp, Inc. and First Seacoast Bank will maintain the liquidation accounts for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain deposit accounts in First Seacoast Bank after the conversion and stock offering. The liquidation accounts are intended to preserve for Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their deposit accounts with First Seacoast Bank a liquidation interest in the residual net worth, if any, of First Seacoast Bancorp, Inc. or First Seacoast Bank (after the payment of all creditors, including depositors to the full extent of their deposit accounts) in the event of a liquidation of (a) First Seacoast Bancorp, Inc. and First Seacoast Bank or (b) First Seacoast Bank. See Liquidation Rights.
Under the regulations of the Federal Reserve Board which govern mutual-to-stock conversions of mutual holding companies, non-interest bearing demand deposit accounts do not meet the definition of qualifying deposits, and, therefore, a holder of a non-interest bearing demand deposit account would not qualify as an eligible account holder or as a supplemental eligible account holder for purposes of obtaining a purchase priority in the stock offering or having the right to an interest in the liquidation account which is required to be established in connection with the conversion and stock offering.
However, because we afforded subscription rights to holders of non-interest bearing demand accounts in our 2019 stock offering, we submitted to the Federal Reserve Board a request for a waiver from this regulation and the Federal Reserve Board has granted the request. As a result, a depositor of First Seacoast bank who has an eligible non-interest bearing demand deposit account as of the eligibility record date or the supplemental eligibility record date will be deemed to be an eligible account holder or a supplemental eligible account holder, as applicable, by reason of this account.
The inclusion of depositors with non-interest bearing demand deposits as eligible account holders and supplemental eligible account holders will have a dilutive effect on other qualifying depositors with respect to their stock purchase priorities. It will also have a dilutive effect on the interest of all other eligible account holders and
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supplemental eligible account holders with respect to the liquidation account that will be established in connection with the conversion and stock offering.
Stock Pricing and Number of Shares to be Issued
The plan of conversion and applicable regulations require that the aggregate purchase price of the common stock sold in the stock offering must be based on the appraised pro forma market value of the common stock, as determined by an independent valuation. We have retained Feldman Financial Advisors, Inc. to prepare an independent valuation appraisal. For its services in preparing the initial valuation and the valuation update required to be prepared before the completion of the conversion and stock offering, Feldman Financial Advisors, Inc. will receive a fee of $51,500, as well as payment for reimbursable expenses up to $5,000. We have paid Feldman Financial Advisors, Inc. no fees during the previous three years. We have agreed to indemnify Feldman Financial Advisors, Inc. and its employees and affiliates for certain costs and expenses in connection with claims or litigation relating to the appraisal and arising out of any misstatement or untrue statement of a material fact in information supplied to Feldman Financial Advisors, Inc. by us or by an intentional omission by us to state a material fact in the information provided, except where Feldman Financial Advisors, Inc. has been negligent or at fault.
The independent valuation was prepared by Feldman Financial Advisors, Inc. in reliance upon the information contained in this prospectus, including the consolidated financial statements of First Seacoast Bancorp. Feldman Financial Advisors, Inc. also considered the following factors, among others:
| the present results and financial condition of First Seacoast Bancorp and the projected results and financial condition of First Seacoast Bancorp, Inc.; |
| the economic and demographic conditions in First Seacoast Bancorps existing market area; |
| certain historical, financial and other information relating to First Seacoast Bancorp; |
| a comparative evaluation of the operating and financial characteristics of First Seacoast Bancorp with those of other similarly situated publicly traded savings institutions; |
| the effect of the conversion and stock offering on First Seacoast Bancorp, Inc.s stockholders equity and earnings potential; |
| the proposed dividend policy of First Seacoast Bancorp, Inc.; and |
| 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 and bank holding companies that Feldman Financial Advisors, Inc. considered comparable to First Seacoast Bancorp, Inc. under regulatory guidelines applicable to the independent valuation. Under these guidelines, a minimum of ten peer group companies are selected from the universe of all publicly traded financial institutions with relatively comparable resources, strategies and financial and other operating characteristics. Such companies must also be traded on a securities exchange (such as Nasdaq or the New York Stock Exchange). The peer group companies selected for First Seacoast Bancorp, Inc. also consisted of fully-converted stock institutions that were not subject to an actual or rumored acquisition and that had been publicly traded for at least one year. In addition, Feldman Financial Advisors, Inc. limited the peer group to companies with assets of less than $1.0 billion, to companies located in all regions of the United States except for the west and southwest, to companies with an equity to assets ratio of at least 7.0%, and to companies with a core return on average assets of less than 1.00%.
The independent valuation appraisal considered the pro forma effect of the stock offering. Consistent with federal appraisal guidelines, the appraisal applied three primary methodologies: (i) the pro forma price-to-book value approach applied to both reported book value and tangible book value; (ii) the pro forma price-to-earnings
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approach applied to reported and core earnings; and (iii) the pro forma price-to-assets approach. The market value ratios applied in the three methodologies were based on the current market valuations of the peer group companies. Feldman Financial Advisors, Inc. placed the greatest emphasis on the price-to-earnings and price-to-book approaches in estimating pro forma market value. Feldman Financial Advisors, Inc. did not consider a pro forma price-to-assets approach to be meaningful in preparing the appraisal, as this approach is more meaningful when a company has low equity or earnings. The price-to-assets approach is less meaningful for a company like us, as we have equity in excess of regulatory capital requirements and positive reported and core earnings.
In applying each of the valuation methods, Feldman Financial Advisors, Inc. considered adjustments to the pro forma market value based on a comparison of First Seacoast Bancorp, Inc. with the peer group. Feldman Financial Advisors, Inc. made downward adjustments for earnings prospects and marketing of the issue. The downward adjustment for earnings prospects took into consideration the lower, historical, recent and pro forma return on assets and return on equity and uncertainty as to future earnings growth. The downward adjustment for marketing of the issue was based on the risk and uncertainty related to a new offering in the current environment of market volatility. Feldman Financial Advisors, Inc. made an upward adjustment for market area. The upward adjustment for market area reflected the favorable demographic measures of First Seacoast Banks primary market area regarding unemployment rates, population growth and household income levels compared to the primary market areas of the peer group companies. Feldman Financial Advisors, Inc. made no adjustments for financial condition, dividend policy, subscription interest, and liquidity of the issue.
Included in Feldman Financial Advisors, Inc.s independent valuation were certain assumptions as to the pro forma earnings of First Seacoast Bancorp, Inc. after the conversion and stock offering that were used in determining the appraised value. These assumptions included estimated expenses, an assumed after-tax rate of return of 2.41% on the net offering proceeds and purchases in the open market of 4% of the common stock issued in the stock offering by the stock-based benefit plan at the $10.00 per share purchase price. See Pro Forma Data for additional information concerning assumptions included in the independent valuation and used in preparing pro forma data. The use of different assumptions may yield different results.
On the basis of the foregoing, Feldman Financial Advisors, Inc.s independent valuation states that as of August 26, 2022, the estimated pro forma market value of First Seacoast Bancorp, Inc. was $59.7 million. Based on federal regulations, this market value forms the midpoint of a range with a minimum of $50.8 million and a maximum of $68.7 million. The aggregate offering price of the shares will be equal to the valuation range multiplied by the percentage of First Seacoast Bancorp common stock owned by First Seacoast Bancorp, MHC. The number of shares offered will be equal to the aggregate offering price of the shares divided by the price per share. Based on the valuation range, the percentage of First Seacoast Bancorp common stock owned by First Seacoast Bancorp, MHC, certain assets held by First Seacoast Bancorp, MHC and the $10.00 price per share, the minimum of the offering range is 2,805,000 shares, the midpoint of the offering range is 3,300,000 shares and the maximum of the offering range is 3,795,000 shares.
The board of directors of First Seacoast Bancorp, Inc. reviewed the independent valuation and, in particular, considered the following:
| First Seacoast Bancorps financial condition and results of operations; |
| a comparison of financial performance ratios of First Seacoast Bancorp to those of other financial institutions of similar size; |
| market conditions generally and in particular for financial institutions; and |
| the historical trading price of the publicly held shares of First Seacoast Bancorp common stock. |
All of these factors are set forth in the independent valuation. The board of directors also reviewed the methodology and the assumptions used by Feldman Financial Advisors, Inc. in preparing the independent valuation and believes that such assumptions were reasonable. The offering range may be amended, with the approval of the Federal Reserve Board, as a result of subsequent developments in the financial condition of First Seacoast Bancorp
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or First Seacoast Bank or market conditions generally. If the independent valuation is updated to amend the pro forma market value of First Seacoast Bancorp, Inc. to less than $50.8 million or more than $68.7 million, the appraisal will be filed with the Securities and Exchange Commission by means of a post-effective amendment to First Seacoast Bancorp, Inc.s registration statement.
The following table presents a summary of selected pricing ratios for First Seacoast Bancorp, Inc. (on a pro forma basis) at and for the twelve months ended June 30, 2022, and for the peer group companies based on earnings and other information at and for the twelve months ended June 30, 2022, with stock prices as of August 26, 2022, as reflected in the appraisal report. Compared to the average pricing 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 discount of 16.7% on a price-to-book value basis, a discount of 18.4% on a price-to-tangible book value basis, and a premium of 63.9% on a price-to-earnings basis. Our board of directors, in reviewing and approving the appraisal, considered the range of price-to-earnings multiples and the range of price-to-book value and price-to-tangible book value ratios at the different amounts of shares to be sold in the stock offering. The appraisal did not consider one valuation approach to be more important than the other. The estimated appraised value and the resulting premiums and discounts took into consideration the potential financial effect of the conversion and stock offering as well as the trading price of First Seacoast Bancorps common stock. First Seacoast Bancorps closing price was $9.75 per share on August 11, 2022, the last trading day immediately preceding the announcement of the conversion and stock offering, and $10.84 per share on August 26, 2022, the effective date of the independent appraisal.
Price-to-earnings multiple (1) |
Price-to-book value ratio |
Price-to-tangible book value ratio |
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First Seacoast Bancorp, Inc. (on a pro forma basis, assuming completion of the conversion and stock offering) |
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Maximum |
41.67x | 84.03 | % | 84.39 | % | |||||||
Midpoint |
35.71x | 77.16 | % | 77.46 | % | |||||||
Minimum |
31.25x | 69.44 | % | 69.78 | % | |||||||
Valuation of peer group companies, all of which are fully converted (on an historical basis) |
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Averages |
21.79x | 92.66 | % | 94.91 | % | |||||||
Medians |
19.46x | 87.71 | % | 90.94 | % |
(1) | Price-to-earnings multiples calculated by Feldman Financial Advisors, Inc. in the independent appraisal are based on an estimate of core or recurring earnings for the twelve months ended June 30, 2022. These ratios are different than those presented in Pro Forma Data. |
The independent valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing our shares of common stock. Feldman Financial Advisors, Inc. did not independently verify our consolidated financial statements and other information that we provided to them, nor did Feldman Financial Advisors, Inc. independently value our assets or liabilities. The independent valuation considers First Seacoast Bank as a going concern and should not be considered as an indication of the liquidation value of First Seacoast Bank. Moreover, because the valuation is necessarily based upon estimates and projections of a number of matters, all of which may change from time to time, no assurance can be given that persons purchasing our common stock in the stock offering will thereafter be able to sell their shares at prices at or above $10.00 per share.
We will not decrease the minimum of the valuation range and the minimum of the offering range, or increase the maximum of the valuation range and the maximum of the offering range, without a resolicitation of subscribers. The subscription price of $10.00 per share will remain fixed.
If the update to the independent valuation at the conclusion of the stock offering results in an increase in the maximum of the valuation range to more than $68.7 million and a corresponding increase in the maximum of the offering range to more than 3,795,000 shares, or a decrease in the minimum of the valuation range to less than $50.8 million and a corresponding decrease in the minimum of the offering range to less than 2,805,000 shares, then we will promptly return, with interest at _____% per annum, all funds previously delivered to us to purchase shares of common stock in the subscription offering and any community offering and cancel deposit account withdrawal authorizations and, after consulting with the Federal Reserve Board, we may terminate the plan of conversion. Alternatively, we may establish a new offering range, extend the stock offering period and commence a
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resolicitation of purchasers or take other actions as permitted by the Federal Reserve Board to complete the stock offering. If we extend the stock offering and conduct a resolicitation due to a change in the independent valuation, we will notify subscribers of the extension of time and of the rights of subscribers to place a new stock order for a specified period of time. Any single offering extension will not exceed 90 days; aggregate extensions may not conclude beyond _______, 2024, which is two years after the special meeting of members to approve the plan of conversion.
An increase in the number of shares to be issued in the stock offering would decrease both a subscribers ownership interest and First Seacoast Bancorp, Inc.s pro forma earnings and stockholders equity on a per share basis while increasing stockholders equity on an aggregate basis. A decrease in the number of shares to be issued in the stock offering would increase both a subscribers ownership interest and First Seacoast Bancorp, Inc.s pro forma earnings and stockholders equity on a per share basis, while decreasing stockholders equity on an aggregate basis.
Copies of the independent valuation appraisal report of Feldman Financial Advisors, Inc. and the detailed memorandum setting forth the method and assumptions used in the appraisal report are filed as exhibits to the documents specified under Where You Can Find Additional Information.
Subscription Offering and Subscription Rights
In accordance with the plan of conversion, rights to subscribe for shares of common stock in the subscription offering have been granted in the following descending order of priority. The filling of all subscriptions that we receive will depend on the availability of common stock after satisfaction of all subscriptions of all persons having prior rights in the subscription offering and on the purchase and ownership limitations set forth in the plan of conversion and as described below under Additional Limitations on Common Stock Purchases.
Priority 1: Eligible Account Holders. Each depositor of First Seacoast Bank with aggregate deposit account balances of $50.00 or more (a Qualifying Deposit) at the close of business on June 30, 2021 (an Eligible Account Holder) will receive, without payment therefor, nontransferable subscription rights to purchase, subject to the overall purchase limitations, up to the greater of $400,000 (40,000 shares) of our common stock, 0.10% of the total number of shares of common stock issued in the stock offering, or 15 times the product of the number of subscription shares offered multiplied by a fraction of which the numerator is the aggregate Qualifying Deposit account balances of the Eligible Account Holder and the denominator is the aggregate Qualifying Deposit account balances of all Eligible Account Holders. See Additional Limitations on Common Stock Purchases. If there are not sufficient shares available to satisfy all subscriptions, shares will first be allocated so as to permit each 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 for which he or she subscribed. Thereafter, any remaining unallocated shares will be allocated to each remaining Eligible Account Holder whose subscription remains unfilled in the same proportion that the amount of his or her Qualifying Deposit bears to the total amount of Qualifying Deposits of all subscribing Eligible Account Holders whose subscriptions remain unfilled. If an amount so allocated exceeds the amount subscribed for by any one or more Eligible Account Holders, the excess shall be reallocated among those Eligible Account Holders whose subscriptions are not fully satisfied until all available shares have been allocated.
To ensure proper allocation of our shares of common stock, each Eligible Account Holder must list on his or her stock order form all deposit accounts in which he or she has an ownership interest at the close of business on June 30, 2021. In the event of an oversubscription, failure to list all accounts could result in fewer shares being allocated than if all accounts had been disclosed. In the event of an oversubscription, the subscription rights of Eligible Account Holders who are also directors or executive officers of First Seacoast Bancorp or who are associates of such persons will be subordinated to the subscription rights of other Eligible Account Holders to the extent attributable to their increased deposits in the 12 months preceding June 30, 2021.
Priority 2: Tax-Qualified Plans. Our tax-qualified employee plans, including First Seacoast Banks employee stock ownership plan, will receive, without payment therefor, nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the stock offering, although our employee stock ownership plan intends to purchase 8% of the shares of common stock sold in the stock offering. If market conditions warrant, in the judgment of its trustees, the employee stock ownership plan may instead elect to
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purchase shares in the open market following the completion of the conversion and stock offering, subject to the approval of the Federal Reserve Board.
Priority 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 by our tax-qualified employee stock benefit plans, each depositor of First Seacoast Bank with a Qualifying Deposit at the close of business on September 30, 2022, who is not an Eligible Account Holder (Supplemental Eligible Account Holder), will receive, without payment therefor, nontransferable subscription rights to purchase up to $400,000 (40,000 shares) of common stock, subject to the overall purchase limitations. See Additional Limitations on Common Stock Purchases. If there are not sufficient shares available to satisfy all subscriptions, shares will be allocated so as to permit each 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 of common stock or the number of shares for which he or she subscribed. Thereafter, any remaining shares will be allocated to each Supplemental Eligible Account Holder whose subscription remains unfilled in the proportion that the amount of his or her Qualifying Deposit bears to the total amount of Qualifying Deposits of all Supplemental Eligible Account Holders whose subscriptions remain unfilled. If an amount so allocated exceeds the amount subscribed for by any one or more Supplemental Eligible Account Holders, the excess shall be reallocated among those Supplemental Eligible Account Holders whose subscriptions are not fully satisfied until all available shares have been allocated.
To ensure proper allocation of common stock, each Supplemental Eligible Account Holder must list on the stock order form all deposit accounts in which he or she has an ownership interest at the close of business on September 30, 2022. In the event of an oversubscription, failure to list all accounts could result in fewer shares being allocated than if all accounts had been disclosed.
Priority 4: Other Members. To the extent that there are shares of common stock remaining after satisfaction of subscriptions by Eligible Account Holders, by our tax-qualified employee stock benefit plans and by Supplemental Eligible Account Holders, (i) each depositor of First Seacoast Bank at the close of business on ____________, 2022 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, (ii) each borrower of First Seacoast Bank at the close of business on July 16, 2019 whose borrowings remained outstanding at the close of business on ____________, 2022 who is not an Eligible Account Holder or Supplemental Eligible Account Holder (collectively, Other Members) will receive, without payment therefor, nontransferable subscription rights to purchase up to $400,000 (40,000 shares) of common stock, subject to the overall purchase limitations. See Additional Limitations on Common Stock Purchases. If there are not sufficient shares available to satisfy all subscriptions, shares will be allocated so as to permit each Other Member to purchase a number of shares sufficient to make his or her total allocation equal to the lesser of 100 shares of common stock or the number of shares for which he or she subscribed. Thereafter, any remaining shares will be allocated in the proportion that the amount of the subscription of each Other Member bears to the total amount of the subscriptions of all Other Members whose subscriptions remain unsatisfied.
To ensure proper allocation of common stock, each Other Member Account Holder must list on the stock order form all deposit and applicable loan accounts in which he or she has an ownership interest at __________, 2022. In the event of an oversubscription, failure to list all accounts could result in fewer shares being allocated than if all accounts had been disclosed.
Expiration Date. The subscription offering will expire at 2:00 p.m., Eastern time, on December ____, 2022, unless extended by us for up to 45 days or such additional periods with the approval of the Federal Reserve Board, if necessary. Subscription rights will expire whether or not each eligible account holder can be located. We may decide to extend the expiration date of the subscription offering for any reason, whether or not subscriptions have been received for shares at the minimum, midpoint, or maximum of the offering range. Subscription rights which have not been exercised before the expiration date will become void.
We will not execute orders until at least the minimum number of shares of common stock has been sold in the stock offering. If at least 2,805,000 shares have not been sold in the stock offering by __________, 2023 and the Federal Reserve Board has not consented to an extension, all funds delivered to us to purchase shares of common stock in the stock offering will be returned promptly, with interest at _____% per annum, for funds received in the subscription offering and any community offering, and all deposit account withdrawal authorizations will be
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canceled. If the Federal Reserve Board grants an extension beyond ___________, 2023, we will resolicit purchasers in the stock offering as described under Procedure for Purchasing Shares in the Subscription and Community OfferingsExpiration Date.
Community Offering
To the extent that shares of common stock remain available for purchase after satisfaction of all subscriptions of Eligible Account Holders, our tax-qualified employee stock benefit plans, Supplemental Eligible Account Holder and Other Members, we may offer shares pursuant to the plan of conversion to members of the general public in a community offering. Shares would be offered in the community offering with the following preferences:
(i) | Natural persons (including trusts of natural persons) residing in the New Hampshire counties of Rockingham and Strafford; |
(ii) | First Seacoast Bancorps public stockholders at the close of business on ________, 2022; and |
(iii) | Other members of the general public. |
Subscribers in the community offering may purchase up to $400,000 (40,000 shares) of common stock, subject to the overall purchase limitations. See Additional Limitations on Common Stock Purchases. The opportunity to purchase shares of common stock in the community offering category is subject to our right, in our sole discretion, to accept or reject any such orders in whole or in part either at the time of receipt of an order or as soon as practicable following the expiration date of the stock offering.
If we do not have sufficient shares of common stock available to fill the orders of natural persons residing in the New Hampshire counties of Rockingham and Strafford, 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 those counties whose orders remain unsatisfied on an equal number of shares basis per order. If an oversubscription occurs due to the orders of public stockholders of First Seacoast Bancorp or members of the general public, the allocation procedures described above will apply to the orders of such persons. In connection with the allocation process, orders received for shares of common stock in the community offering will first be filled up to a maximum of 2% of the shares sold in the stock offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order until all shares have been allocated.
The term residing or resident as used in this prospectus with respect to the community means any person who occupies a dwelling within the local community, has a present intent to remain within the local community for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence within the local community together with an indication that such presence within the local community is something other than merely transitory in nature. We may utilize deposit or loan records or other evidence provided to us to determine whether a person is a resident. In all cases, however, the determination shall be in our sole discretion.
Expiration Date. The community offering may begin concurrently with, during or promptly after the subscription offering, and is currently expected to terminate at the same time as the subscription offering, and must terminate no more than 45 days following the subscription offering, unless extended. We may decide to extend the community offering for any reason and we are not required to give purchasers notice of any such extension unless such period extends beyond __________, 2023, in which case we will resolicit purchasers.
Syndicated Community Offering
If feasible, our board of directors may decide to offer for sale shares of common stock not subscribed for in the subscription offering or purchased in the community offering in a syndicated community offering, subject to
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such terms, conditions and procedures as we may determine, in a manner that will achieve a wide distribution of our shares of common stock.
If a syndicated community offering is held, Keefe, Bruyette & Woods, Inc. will serve as sole manager. In such capacity, Keefe, Bruyette & Woods, Inc. may form a syndicate of other brokers-dealers who are member firms of the Financial Industry Regulatory Authority, Inc. Neither Keefe, Bruyette & Woods, Inc. 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, Keefe, Bruyette & woods, Inc. 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 before the commencement of the syndicated community offering. The shares of common stock will be sold at the same price per share ($10.00 per share) that the shares are sold in the subscription offering and the community offering.
If there is a syndicated community offering, it is currently expected that investors would follow the same general procedures applicable to purchasing shares in the subscription offering and the community offering (the use of stock order forms and the submission of funds directly to First Seacoast Bancorp, Inc. for the payment of the purchase price of the shares ordered) except that payment must be in immediately available funds from the purchaser (bank checks, money orders, deposit account withdrawals from accounts at First Seacoast Bank or wire transfers). See Procedure for Purchasing Shares in the Subscription and Community Offerings. Sweep arrangements and delivery versus payment settlement will only be used in a syndicated community offering to the extent consistent with Rules 10b-9 and 15c2-4 of the Securities Exchange Act of 1934, as amended, and then-existing guidance and interpretations thereof of the Securities and Exchange Commission regarding the conduct of min/max offerings.
A syndicated community offering must terminate no more than 45 days following the expiration of the subscription offering, unless extended with the approval of the Federal Reserve Board, if necessary.
If for any reason we cannot effect a syndicated community offering of shares of common stock not subscribed for in the subscription offering or purchased in the community offering, or if there are an insignificant number of shares remaining unsold after such offerings, we will consider a firm commitment public offering, if feasible. The Federal Reserve Board and the Financial Industry Regulatory Authority must approve any such arrangement.
Additional Limitations on Common Stock Purchases
The plan of conversion includes the following additional limitations on the number of shares of common stock that may be purchased in the stock offering:
(i) | No person may purchase fewer than 25 shares of common stock, to the extent those shares are available for purchase; |
(ii) | Tax-qualified employee benefit plans, including our employee stock ownership plan, may purchase in the aggregate up to 10% of the shares of common stock issued in the stock offering; |
(iii) | Except for the employee stock ownership plan, as described above, no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than $400,000 (40,000 shares) of common stock in all categories of the stock offering combined; |
(iv) | The number of shares of common stock that an existing First Seacoast Bancorp public stockholder may purchase in the stock offering, together with associates or persons acting in concert with such stockholder, when combined with the shares that the stockholder and his or her associates will receive in exchange for existing First Seacoast Bancorp common stock, may not exceed 9.9% of the shares of common stock of First Seacoast Bancorp, Inc. to be issued and outstanding at the completion of the conversion and stock offering; and |
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(v) | The maximum number of shares of common stock that may be purchased in all categories of the stock offering by executive officers and directors of First Seacoast Bank and their associates, in the aggregate, when combined with shares of common stock of First Seacoast Bancorp, Inc. issued in exchange for existing shares of First Seacoast Bancorp, may not exceed 25% of the total shares issued in the conversion and stock offering. |
Depending upon market or financial conditions, our board of directors, with regulatory approval and without further approval of members of First Seacoast Bancorp, MHC and stockholders of First Seacoast Bancorp, may decrease or increase the purchase limitations. If a purchase limitation is increased, subscribers in the subscription offering who ordered the maximum amount of shares of common stock and who indicated on their stock order forms a desire to be resolicited in the event of an increase will be given the opportunity to increase their orders up to the then applicable limit, and other large subscribers may be given the opportunity to increase their orders up to the then applicable limit. The effect of this type of resolicitation will be an increase in the number of shares of common stock owned by persons who choose to increase their orders. If the maximum purchase limitation is increased to 5% of the shares sold in the stock offering, such limitation may be further increased to 9.99%, provided that orders for shares of common stock exceeding 5% of the shares sold in the stock offering may not exceed in the aggregate 10% of the total shares sold in the stock offering.
The term associate of a person means:
(i) | any corporation or organization (other than First Seacoast Bank, First Seacoast Bancorp, Inc., First Seacoast Bancorp or First Seacoast Bancorp, MHC or a majority-owned subsidiary of any of those entities) of which the person is a senior officer, partner or, directly or indirectly, 10% beneficial stockholder; |
(ii) | any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; provided, however, it does not include any employee stock benefit plan in which the person has a substantial beneficial interest or serves as trustee or in a similar fiduciary capacity; and |
(iii) | any blood or marriage relative of the person, who either has the same home as the person or who is a director or officer of First Seacoast Bancorp or First Seacoast Bank. |
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 that acts in concert with another person or company (other party) will 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 stock benefit plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for determining whether common stock held by the trustee and common stock held by the employee stock benefit plan will be aggregated.
We have the sole discretion to determine whether prospective purchasers are associates or acting in concert. We may presume that certain persons are acting in concert based upon, among other things, joint account relationships or the fact that persons share a common address (whether or not related by blood or marriage) or may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to First Seacoast Bancorp or other companies. Our directors are not treated as associates of each other solely because of their membership on the board of directors.
Common stock purchased in the stock offering will be freely transferable except for shares purchased by directors and certain officers of First Seacoast Bancorp, Inc. or First Seacoast Bank and except as described below. Any purchases made by any associate of First Seacoast Bancorp, Inc. or First Seacoast Bank for the explicit purpose
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of meeting the minimum number of shares of common stock required to be sold in order to complete the stock offering shall be made for investment purposes only and not with a view toward redistribution. In addition, under Financial Industry Regulatory Authority guidelines, members of the Financial Industry Regulatory Authority and their associates are subject to certain restrictions on transfer of securities purchased in accordance with subscription rights and to certain reporting requirements upon purchase of these securities. For a further discussion of limitations on purchases of our shares of common stock at the time of conversion and thereafter, see Certain Restrictions on Purchase or Transfer of Our Shares after Conversion and Restrictions on Acquisition of First Seacoast Bancorp, Inc.
Prospectus Delivery
To ensure that each purchaser in the subscription offering and community offering 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 before the expiration date or hand deliver a prospectus any later than two days before 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 Keefe, Bruyette & Woods, Inc. 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 Keefe, Bruyette & Woods, Inc. or any other member of the syndicate in its capacity as selling agent or syndicate member and should not be relied upon by investors.
Plan of Distribution; Selling Agent and Underwriter Compensation
Subscription and Community Offerings. To assist in the marketing of our shares of common stock in the subscription and community offerings, we have retained Keefe, Bruyette & Woods, Inc., which is a broker-dealer registered with the Financial Industry Regulatory Authority. Keefe, Bruyette & woods, Inc. will assist us on a best efforts basis in the subscription and community offerings by:
| advising us on the financial and securities market implications of the conversion and stock offering and the plan of conversion; |
| assisting us in structuring and marketing the stock offering; |
| reviewing all offering documents, including the prospectus, stock order forms and marketing materials (it being understood that the preparation and filing of any and all such documents will be our responsibility and that of our counsel); |
| assisting us in scheduling and preparing meetings with potential investors and broker-dealers, if necessary; |
| assisting us in analyzing proposals from outside vendors in connection with the stock offering, as needed; |
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| assisting us in the drafting and distribution of press releases as required or appropriate in connection with the stock offering; |
| meeting with our board of directors and/or our management to discuss any of the above services; and |
| providing such other financial advisory and investment banking services as may be reasonably necessary to promote the successful completion of the stock offering. |
For these services, Keefe, Bruyette & Woods, Inc. has received a non-refundable management fee of $30,000 and will receive at the closing of the stock offering a success fee equal to 1.0% of the aggregate purchase price of the common stock sold in the subscription offering and 1.5% of the aggregate purchase price of the common stock sold in the community offering, subject to a minimum success fee of $300,000. In addition, if Keefe, Bruyette & Woods, Inc. is required or requested to provide significant services as a result of a resolicitation of subscribers, Keefe, Bruyette & Woods, Inc. will be entitled to additional compensation for such services, not to exceed $30,000.
Syndicated Community Offering. If shares of common stock are sold in a syndicated community offering, we will pay a fee of up to 6.0% of the aggregate dollar amount of common stock sold in the syndicated community offering to Keefe, Bruyette & Woods, Inc. and any other broker-dealers included in the syndicated community offering. The success fee to be paid to Keefe, Bruyette & Woods, Inc. for its services in the subscription and community offerings will be credited against any fee payable for services in the syndicated community offering.
Expenses. Keefe, Bruyette & Woods, Inc. also will be reimbursed for reasonable out-of-pocket expenses, not to exceed $30,000, and fees and expenses of its legal counsel not to exceed $115,000. These expenses may be increased by additional amounts not to exceed $10,000 and $20,000, respectively, if unusual circumstances arise or a delay or resolicitation occurs, including a delay in the stock offering that would require an update to the financial information included in this prospectus. In no event shall out-of-pocket expenses, including fees and expenses of legal counsel, exceed $175,000. If the plan of conversion is terminated or if Keefe, Bruyette & Woods, Inc.s engagement is terminated in accordance with the provisions of the agency agreement, Keefe, Bruyette & Woods, Inc. will receive reimbursement of its reasonable out-of-pocket expenses. Keefe, Bruyette & Woods, Inc. shall have earned in full, and be entitled to be paid in full, all fees then due and payable at such date of termination. We have separately agreed to pay Keefe, Bruyette & Woods, Inc. fees and expenses for serving as records management agent, as described below.
Records Management
We have also engaged Keefe, Bruyette & Woods, Inc. as conversion and records management agent in connection with the conversion and the subscription offering and any community offering. In its role as conversion and records management agent, Keefe, Bruyette & Woods, Inc. will assist us in the stock offering by:
| reviewing our deposit and loan accounts and create a master file of First Seacoast Bancorp, MHCs members (i.e., depositors and certain borrowers of First Seacoast Bank) as of the key record dates; |
| assisting us in designing and preparing proxy forms and stock order forms; |
| tabulating proxies from members of First Seacoast Bancorp, MHC; |
| acting as or supporting the inspector of election at First Seacoast Bancorp, MHCs special meeting of members and First Seacoast Bancorps special meeting of stockholders; |
| operating and managing the Stock Information Center; and |
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| processing stock order forms. |
Keefe, Bruyette & Woods, Inc. will receive fees of $35,000 for these services, of which $10,000 has been paid as of the date of this prospectus. These fees can be increased by an amount of up to $10,000 if there are material changes in regulations or the plan of conversion, or there are delays requiring duplicate or replacement processing. Keefe, Bruyette & Woods, Inc. will also be reimbursed for its reasonable out-of-pocket expenses not to exceed $10,000.
Indemnity
We will indemnify Keefe, Bruyette & Woods, Inc. 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 stock offering materials for the common stock, including liabilities under the Securities Act of 1933, as well as certain other claims and litigation arising out of Keefe, Bruyette & Woods, Inc.s engagement with respect to the conversion and stock offering.
Solicitation of Offers by Officers and Directors
Some of our directors and executive officers may participate in the solicitation of offers to purchase common stock in the subscription offering and any community offering. These persons will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with the solicitation. Other regular employees of First Seacoast Bank may assist in the stock offering, but only in ministerial capacities, and may provide clerical work in effecting a sales transaction. No offers or sales may be made by tellers or at the teller counters. Investment-related questions of prospective purchasers will be directed to executive officers or registered representatives of Keefe, Bruyette & Woods, Inc. Our other employees have been instructed not to solicit offers to purchase shares of common stock or provide advice regarding the purchase of common stock. We will rely on Rule 3a4-1 under the Securities Exchange Act of 1934, as amended, and sales of common stock will be conducted within the requirements of Rule 3a4-1, so as to permit officers, directors and employees to participate in the sale of common stock. None of our officers, directors or employees will be compensated in connection with their participation in the stock offering.
Procedure for Purchasing Shares in the Subscription and Community Offerings
Expiration Date. The subscription and community offerings will expire at 2:00 p.m., Eastern time, on December ___, 2022, unless we extend one or both for up to 45 days, with the approval of Federal Reserve Board, if required. This extension may be approved by us, in our sole discretion, without notice to purchasers in the stock offering. Any extension of the subscription and/or community offering beyond _________, 2023 would require the Federal Reserve Boards approval. If the stock offering is so extended, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will promptly return your funds, with interest at ____% per annum, or cancel your deposit account withdrawal authorization. If the offering range is decreased below the minimum of the offering range or is increased above the maximum of the offering range, all subscribers stock orders will be cancelled, their deposit account withdrawal authorizations will be cancelled, and funds submitted to us will be returned promptly, with interest at _____% per annum, for funds received in the subscription and community offerings. We will then resolicit the subscribers, giving them an opportunity to place a new stock order for a period of time.
To ensure each purchaser receives a prospectus at least 48 hours before the December ___, 2022 expiration date of the stock offering, in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, no prospectus will be mailed any later than five days before the expiration date or hand delivered any later than two days before the expiration date. Execution of a stock order form will confirm receipt of delivery in accordance with Rule 15c2-8. Stock order forms will be distributed only with a prospectus.
We reserve the right in our sole discretion to terminate the stock 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 _____% per annum, from the date of receipt as described above.
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Use of Order Forms in the Subscription and Community Offerings. To purchase shares of common stock in the subscription offering and, if held, the community offering, you must properly complete an original stock order form and remit full payment. We are not required to accept orders submitted on photocopied or facsimiled stock order forms. All stock order forms must be received (not postmarked) on or before 2:00 p.m., Eastern time, on December ____, 2022. We are not required to accept stock order forms that are not received by that time, are not signed or are otherwise 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, and we have the right to waive or permit the correction of incomplete or improperly executed stock order forms. We do not represent, however, that we will do so and we have no affirmative duty to notify any prospective subscriber of any such defects. You may submit your stock order form and payment by mail using the stock order reply envelope provided or by paying for overnight delivery to the address listed on the stock order form. You may also hand-deliver stock order forms to First Seacoast Banks main office, located at 633 Central Avenue, Dover, New Hampshire. Hand-delivered stock order forms will be accepted only at this location. We will not accept stock order forms at any other office of First Seacoast Bank. Do not mail stock order forms to First Seacoast Bank.
Once tendered, an order form cannot be modified or revoked without our consent. 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 before completion of the stock offering. If you are ordering shares in the stock 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. We have the right to reject any order submitted in the stock 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 conversion. Our interpretation of the terms and conditions of the plan of conversion and of the acceptability of the order forms will be final.
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 First Seacoast Bank, the Federal Deposit Insurance Corporation 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, as amended, or the Securities Exchange Act of 1934, as amended.
Payment for Shares. Payment for all shares of common stock must accompany all completed order forms for the purchase to be valid. Payment for shares in the subscription and community offerings may be made by:
(i) | personal check, bank check or money order, from the purchaser, made payable to First Seacoast Bancorp, Inc. do not remit cash; or |
(ii) | authorization of withdrawal of available funds from your First Seacoast Bank deposit account(s). |
Appropriate means for designating withdrawals from deposit account(s) at First Seacoast Bank are provided on the stock order form. 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 contractual rate until the stock offering is completed, at which time the designated withdrawal will be made. Interest penalties for early withdrawal applicable to certificate of deposit accounts 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 canceled at the time of withdrawal without penalty and the remaining balance will earn interest at the current passbook rate after the withdrawal. In the case of payments made by personal check, these funds must be available in the account(s). Checks and money orders received in the subscription and community offerings will be immediately cashed and placed in a segregated account at First Seacoast Bank and will earn interest at _____% per annum from the date payment is processed until the stock offering is completed or terminated.
You may not remit cash, any type of third-party checks (including those payable to you and endorsed over to First Seacoast Bancorp, Inc.) or a First Seacoast Bank line of credit check. You may not designate on your stock
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order form direct withdrawal from a retirement account at First Seacoast Bank. See Using Individual Retirement Account Funds. Additionally, you may not designate on your stock order form a direct withdrawal from First Seacoast Bank deposit accounts with check-writing privileges. Instead, a check should be provided. If you request a direct withdrawal, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and will immediately withdraw the amount from your checking account(s). If permitted by the Federal Reserve Board, in the event we resolicit large purchasers, as described above in Additional Limitations on Common Stock Purchases, such purchasers who wish to increase their purchases will not be able to use personal checks to pay for the additional shares, but instead must pay for the additional shares using immediately available funds. Wire transfers will not be accepted.
Once we receive your executed stock order form, it may not be modified, amended or rescinded without our consent, unless the stock offering is not completed by ________, 2023. If the subscription offering and, if held, the community offering are extended beyond __________, 2023, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will promptly return your funds, with interest at ______% per annum, or cancel your deposit account withdrawal authorization. We may resolicit purchasers for a specified period of time.
Applicable regulations prohibit First Seacoast Bank from lending funds or extending credit to any persons to purchase shares of common stock in the stock offering.
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 in the community offering at any time before 48 hours before the completion of the conversion and stock offering. This payment may be made by wire transfer.
If our employee stock ownership plan purchases shares in the stock offering, it will not be required to pay for such shares until completion of the stock offering, provided that there is a loan commitment from an unrelated financial institution or First Seacoast Bancorp, Inc. to lend to the employee stock ownership plan the necessary amount to fund the purchase. In addition, if our 401(k) plan purchases shares in the stock offering, it will not be required to pay for such shares until completion of the stock offering.
Using Individual Retirement Account Funds. If you are interested in using funds in your IRA at First Seacoast Bank or other retirement account to purchase shares of common stock in the stock offering, you must do so through an account offered by a custodian that can hold common stock. By regulation, First Seacoast Banks IRAs are not capable of holding common stock. Therefore, if you wish to use funds that are currently in an IRA held at First Seacoast 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. You may select the custodian of your choice. You may, but are under no obligation to, select Keefe, Bruyette & Woods, Inc. or one of its affiliated broker dealers, Stifel, Nicolaus & Company, Incorporated or Century Securities Associates, as your IRA custodian. If you do purchase shares of First Seacoast Bancorp, Inc. common stock using funds from a Keefe, Bruyette & Woods, Inc., Stifel, Nicolaus & Company, Incorporated, or Century Securities Associates IRA, you acknowledge that Keefe, Bruyette & Woods, Inc., Stifel, Nicolaus & Company, Incorporated, or Century Securities Associates, as applicable, did not recommend or give you advice regarding such purchase. Other than the standard account fees and compensation associated with all IRAs, Keefe, Bruyette & Woods, Inc., Stifel, Nicolaus & Company, Incorporated, or Century Securities Associates do not receive additional fees or compensation as a result of the purchase of First Seacoast Bancorp, Inc. common stock through a Keefe, Bruyette & Woods, Inc., Stifel, Nicolaus & Company, Incorporated, or Century Securities Associates IRA or other retirement account. 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 First Seacoast 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 December ____, 2022 offering deadline. Processing these transactions takes additional
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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 Shares of Common Stock. All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A book entry statement reflecting ownership of shares of common stock issued in the subscription offering and, if held, the community offering 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 conversion and stock offering. We expect trading in the stock to begin on the day of completion of the conversion and stock offering or the next business day. Until a statement reflecting your ownership of shares of common stock is available and delivered to you, you may not be able to sell the shares of common stock that you purchased, even though the shares of common stock will have begun trading. Your ability to sell the shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.
Other Restrictions. Notwithstanding any other provision of the plan of conversion, 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 the Financial Industry Regulatory Authority, 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 purchase 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:
(i) | a small number of persons otherwise eligible to subscribe for shares under the plan of conversion reside in such state; |
(ii) | the offer or sale of shares of common stock to such persons would require us or our employees to register, under the securities laws of such state, as a broker or dealer or to register or otherwise qualify our securities for sale in such state; or |
(iii) | such registration or qualification would be impracticable for reasons of cost or otherwise. |
Restrictions on Transfer of Subscription Rights and Shares
Applicable banking regulations prohibit any person with subscription rights, including 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 conversion 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. When registering your stock purchase on the stock order form, you cannot add the name(s) of others for joint stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you do. Doing so may jeopardize your subscription rights. You may only add those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. 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 before completion of the stock offering.
We will 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.
Stock Information Center
Our banking office personnel may not, by law, assist with investment-related questions about the stock offering. If you have any questions regarding the conversion and stock offering, call our Stock Information Center
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at ______________ (toll-free). The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern time, and will be closed on bank holidays.
Liquidation Rights
Liquidation Before the Conversion and Stock Offering. In the unlikely event that First Seacoast Bancorp, MHC is liquidated before the conversion and stock offering, all claims of creditors of First Seacoast Bancorp, MHC would be paid first. Thereafter, if there were any assets of First Seacoast Bancorp, MHC remaining, these assets would first be distributed to depositors of First Seacoast Bank pro rata based on the value of their accounts at First Seacoast Bank.
Liquidation Following the Conversion and Stock Offering. The plan of conversion provides for the establishment, upon the completion of the conversion and stock offering, of a liquidation account by First Seacoast Bancorp, Inc. for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders in an amount equal to (i) First Seacoast Bancorp, MHCs ownership interest in First Seacoast Bancorps total stockholders equity as of the date of the latest statement of financial condition contained in this prospectus plus (ii) the value of the net assets of First Seacoast Bancorp, MHC as of the date of the latest statement of financial condition of First Seacoast Bancorp, MHC before the consummation of the conversion and stock offering (excluding its ownership of First Seacoast Bancorp). The plan of conversion also provides for the establishment of a parallel liquidation account by First Seacoast Bank to support the First Seacoast Bancorp, Inc. liquidation account if First Seacoast Bancorp, Inc. does not have sufficient assets to fund its obligations under the First Seacoast Bancorp, Inc. liquidation account.
In the unlikely event that First Seacoast Bank were to liquidate after the conversion and stock offering, all claims of creditors, including those of depositors, would be paid first. However, except with respect to the liquidation account to be established in First Seacoast Bancorp, Inc., a depositors claim would be solely for the principal amount of his or her deposit accounts plus accrued interest. Depositors generally would not have an interest in the value of the assets of First Seacoast Bank or First Seacoast Bancorp, Inc. above that amount.
The liquidation account established by First Seacoast Bancorp, Inc. is intended to provide qualifying depositors of First Seacoast Bank with a liquidation interest (exchanged for the liquidation interests such persons had in First Seacoast Bancorp, MHC) after the conversion and stock offering in the event of a complete liquidation of First Seacoast Bancorp, Inc. and First Seacoast Bank or a liquidation solely of First Seacoast Bank. Specifically, in the unlikely event that either (i) First Seacoast Bank or (ii) First Seacoast Bancorp, Inc. and First Seacoast Bank were to liquidate after the conversion and stock offering, all claims of creditors, including those of depositors, would be paid first, followed by a distribution to depositors as of the close of business on June 30, 2021 and September 30, 2022 of their interests in the liquidation account maintained by First Seacoast Bancorp, Inc. Also, in a complete liquidation of both entities, or of First Seacoast Bank only, when First Seacoast Bancorp, Inc. has insufficient assets (other than the stock of First Seacoast Bank) to fund the liquidation account distribution owed to Eligible Account Holders, and First Seacoast Bank has positive net worth, then First Seacoast Bank shall immediately make a distribution to fund First Seacoast Bancorp, Inc.s remaining obligations under the liquidation account. In no event will any Eligible Account Holder be entitled to a distribution that exceeds such holders interest in the liquidation account maintained by First Seacoast Bancorp, Inc. as adjusted periodically pursuant to the plan of conversion and federal regulations. If First Seacoast Bancorp, Inc. is completely liquidated or sold apart from a sale or liquidation of First Seacoast Bank, then the First Seacoast Bancorp, Inc. liquidation account will cease to exist and Eligible Account Holders will receive an equivalent interest in the First Seacoast Bank liquidation account, subject to the same rights and terms as the First Seacoast Bancorp, Inc. liquidation account.
Pursuant to the plan of conversion, after two years from the date of conversion and upon the written request of the Federal Reserve Board, First Seacoast Bancorp, Inc. will transfer, or, upon the prior written approval of the Federal Reserve Board, may transfer the liquidation account and the depositors interests in such account to First Seacoast Bank and the liquidation account shall thereupon be subsumed into the liquidation account of First Seacoast Bank.
Under the rules and regulations of the Federal Reserve Board, a post-conversion merger, consolidation, or similar combination or transaction with another depository institution or depository institution holding company in which First Seacoast Bancorp, Inc. or First Seacoast Bank is not the surviving institution, would not be considered a
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liquidation. In such a transaction, the liquidation account would be assumed by the surviving institution or company.
Each Eligible Account Holder and Supplemental Eligible Account Holder would have an initial pro-rata interest in the liquidation account for each deposit account, including savings accounts, transaction accounts such as negotiable order of withdrawal accounts, money market deposit accounts, and certificates of deposit, with a balance of $50.00 or more held in First Seacoast Bank as of the close of business on June 30, 2021 or September 30, 2022, respectively, equal to the proportion that the balance of such account holders deposit account at the close of business on June 30, 2021 or September 30, 2022, respectively, bears to the balance of all deposit accounts of all Eligible Account Holders and Supplemental Eligible Account Holders in First Seacoast Bank on such dates.
If, however, on any December 31 annual closing date commencing after the effective date of the conversion and stock offering, the amount in any such deposit account is less than the amount in the deposit account at the close of business on June 30, 2021 or September 30, 2022, or any other annual closing date, then the liquidation account as well as the interest in the liquidation account relating to such deposit account would be reduced by the proportion of any such reduction, and such interest will cease to exist if such deposit account is closed. In addition, no interest in the liquidation account would ever be increased despite any subsequent increase in the related deposit account. Payment pursuant to liquidation rights of Eligible Account Holders and Supplemental Eligible Account Holders would be separate and apart from the payment of any insured deposit accounts to such depositors. Any assets remaining after the above liquidation rights of Eligible Account Holders and Supplemental Eligible Account Holders are satisfied would be available for distribution to stockholders.
Material Income Tax Consequences
Completion of the conversion and stock offering is subject to the prior receipt of an opinion of counsel or tax advisor with respect to the federal and state income tax consequences of the conversion and stock offering to First Seacoast Bancorp, MHC, First Seacoast Bancorp, First Seacoast Bank, First Seacoast Bancorp, Inc., Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members. Unlike private letter rulings, an opinion of counsel or a tax advisor is not binding on the Internal Revenue Service or any state taxing authority, and those authorities may disagree with the opinion. In the event of a disagreement, there can be no assurance that First Seacoast Bancorp, Inc., or First Seacoast Bank would prevail in a judicial proceeding.
First Seacoast Bancorp, MHC, First Seacoast Bancorp, First Seacoast Bank and First Seacoast Bancorp, Inc. have received an opinion of counsel, Luse Gorman, PC, regarding the material federal income tax consequences of the conversion and stock offering, as follows:
1. | The merger of First Seacoast Bancorp, MHC with and into First Seacoast Bancorp will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code. |
2. | The constructive exchange of Eligible Account Holders and Supplemental Eligible Account Holders liquidation interests in First Seacoast Bancorp, MHC for liquidation interests in First Seacoast Bancorp will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Federal Income Tax Regulations. |
3. | None of First Seacoast Bancorp, MHC, First Seacoast Bancorp, Eligible Account Holders nor Supplemental Eligible Account Holders will recognize any gain or loss on the transfer of the assets of First Seacoast Bancorp, MHC to First Seacoast Bancorp and the assumption by First Seacoast Bancorp of First Seacoast Bancorp, MHCs liabilities, if any, in constructive exchange for liquidation interests in First Seacoast Bancorp. |
4. | First Seacoast Bancorp will not recognize any gain or loss on the transfer of its assets to First Seacoast Bancorp, Inc. and First Seacoast Bancorp, Inc.s assumption of its liabilities in exchange for shares of First Seacoast Bancorp, Inc. stock or the distribution of First Seacoast Bancorp, Inc. |
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stock to stockholders of First Seacoast Bancorp and the constructive distribution of the interests in the Liquidation Account to Eligible Account Holders and Supplemental Eligible Account Holders. |
5. | The basis of the assets of First Seacoast Bancorp, MHC (other than the stock in First Seacoast Bancorp) and the holding period of the assets to be received by First Seacoast Bancorp will be the same as the basis and holding period of such assets in First Seacoast Bancorp, MHC immediately before the exchange. |
6. | The merger of First Seacoast Bancorp with and into First Seacoast Bancorp, Inc. will constitute a mere change in identity, form, or place of organization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code and, therefore, will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code. Neither First Seacoast Bancorp nor First Seacoast Bancorp, Inc. will recognize gain or loss as a result of such merger. |
7. | The basis of the assets of First Seacoast Bancorp and the holding period of such assets to be received by First Seacoast Bancorp, Inc. will be the same as the basis and holding period of such assets in First Seacoast Bancorp immediately before the exchange. |
8. | Eligible Account Holders and Supplemental Eligible Account Holders will not recognize any gain or loss upon the constructive exchange of their liquidation interests in First Seacoast Bancorp for interests in the liquidation account in First Seacoast Bancorp, Inc. |
9. | The exchange by the Eligible Account Holders and Supplemental Eligible Account Holders of the liquidation interests that they constructively received in First Seacoast Bancorp for interests in the liquidation account established in First Seacoast Bancorp, Inc. will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Federal Income Tax Regulations. |
10. | Each stockholders aggregate basis in shares of First Seacoast Bancorp, Inc. common stock received in the exchange will be the same as the aggregate basis of First Seacoast Bancorp common stock surrendered in the exchange. |
11. | Each stockholders holding period in its First Seacoast Bancorp, Inc. common stock received in the exchange will include the period during which the First Seacoast Bancorp common stock surrendered was held, provided that the First Seacoast Bancorp common stock surrendered is a capital asset in the hands of the stockholder on the date of the exchange. |
12. | Except with respect to cash received in lieu of fractional shares, current stockholders of First Seacoast Bancorp will not recognize any gain or loss upon their exchange of First Seacoast Bancorp common stock for First Seacoast Bancorp, Inc. common stock. |
13. | Cash received by any current stockholder of First Seacoast Bancorp in lieu of a fractional share interest in shares of First Seacoast Bancorp, Inc. common stock will be treated as having been received as a distribution in full payment in exchange for a fractional share interest of First Seacoast Bancorp, Inc. common stock, which the stockholder would otherwise be entitled to receive. Accordingly, a stockholder will recognize gain or loss equal to the difference between the cash received and the basis of the fractional share. If the common stock is held by the stockholder as a capital asset, the gain or loss will be capital gain or loss. |
14. | It is more likely than not that the fair market value of the nontransferable subscription rights to purchase First Seacoast Bancorp, Inc. common stock is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members upon distribution to them of nontransferable subscription rights to purchase shares of First Seacoast Bancorp, Inc. common stock. Eligible Account Holders, Supplemental Eligible Account Holders and Other Members will not realize any taxable income as the result of the exercise by them of the nontransferable subscriptions rights. |
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15. | It is more likely than not that at the effective date of the conversion and stock offering the fair market value of the benefit provided to Eligible Account Holders and Supplemental Eligible Account Holders by their interest in the liquidation account of First Seacoast Bank is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders and Supplemental Eligible Account Holders upon the constructive distribution to them of such rights in the First Seacoast Bank liquidation account as of the effective date of the conversion and stock offering. |
16. | It is more likely than not that the basis of the shares of First Seacoast Bancorp, Inc. common stock purchased in the stock offering by the exercise of nontransferable subscription rights will be the purchase price. The holding period of the First Seacoast Bancorp, Inc. common stock purchased pursuant to the exercise of nontransferable subscription rights will commence on the date the right to acquire such stock was exercised (i.e., the effective date of the conversion and stock offering). |
17. | No gain or loss will be recognized by First Seacoast Bancorp, Inc. on the receipt of money in exchange for First Seacoast Bancorp, Inc. common stock sold in the stock offering. |
We believe that the tax opinions summarized above address the material federal income tax consequences that are generally applicable to First Seacoast Bancorp, MHC, First Seacoast Bancorp, First Seacoast Bank, First Seacoast Bancorp, Inc., persons receiving subscription rights, and stockholders of First Seacoast Bancorp. With respect to items 13 and 15 above, Luse Gorman, PC noted that the subscription rights will be granted at no cost to the recipients, are 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. Luse Gorman, PC further noted that Feldman Financial Advisors, Inc. has issued a letter that the subscription rights have no ascertainable fair market value. Luse Gorman, PC also noted that the Internal Revenue Service has not in the past concluded that subscription rights have value. 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 the nontransferable subscription rights have value is based on all the facts and circumstances. If the subscription rights granted to Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are deemed to have an ascertainable value, receipt of these rights could result in taxable gain to those Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members in an amount equal to the ascertainable value, and we could recognize gain on the distribution of such rights. 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 opinion as to item 14 above is based on the position that: (i) no holder of an interest in a liquidation account has ever received any payment attributable to liquidation of a solvent bank and/or holding company (other than as set forth below); (ii) the interests in the liquidation accounts are not transferable; (iii) the amounts due under the liquidation account with respect to each Eligible Account Holder and Supplemental Eligible Account Holder will be reduced as their deposits in First Seacoast Bank are reduced; (iv) holders of an interest in a liquidation account have received payments of their interests in very few instances (out of hundreds of transactions involving mergers, acquisitions and the purchase of assets and assumption of liabilities of holding companies and subsidiary banks) and these instances involved the purchase and assumption of a banks assets by a credit union; and (v) the First Seacoast Bank liquidation account payment obligation arises only if First Seacoast Bancorp, Inc. lacks sufficient assets to fund the liquidation account or if First Seacoast Bank (or First Seacoast Bank and First Seacoast Bancorp, Inc.) enters into a transaction to transfer First Seacoast Banks assets and liabilities to a credit union.
In addition, we have received a letter from Feldman Financial Advisors, Inc. stating its belief that the benefit provided by the First Seacoast Bank liquidation account supporting the payment of the liquidation account if (i) First Seacoast Bancorp, Inc. lacks sufficient net assets or (ii) First Seacoast Bank (or First Seacoast Bank and First Seacoast Bancorp, Inc.) enters into a transaction to transfer First Seacoast Banks assets and liabilities to a credit union, does not have any economic value at the time of the conversion and stock offering. Based on the foregoing, Luse Gorman, PC believes it is more likely than not that such rights in the First Seacoast Bank liquidation account have no value. If such rights are subsequently found to have an economic value as of the effective time of the conversion and stock offering, income may be recognized by each Eligible Account Holder or Supplemental Eligible Account Holder in the amount of the fair market value as of the date of the conversion and stock offering.
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The opinion of Luse Gorman, PC, unlike a letter ruling issued by the Internal Revenue Service, is not binding on the Internal Revenue Service and the conclusions expressed therein may be challenged at a future date. The Internal Revenue Service has issued favorable rulings for transactions substantially similar to the proposed conversion and stock offering, but those rulings may not be cited as precedent by any taxpayer other than the taxpayer to whom a ruling is addressed. We do not plan to apply for a letter ruling concerning the transactions described herein.
We have also received an opinion from Baker Newman Noyes that the New Hampshire income tax consequences are consistent with the federal income tax consequences.
The federal and state tax opinions have been filed with the Securities and Exchange Commission as exhibits to First Seacoast Bancorp, Inc.s registration statement.
Certain Restrictions on Purchase or Transfer of Our Shares after the Conversion and Stock Offering
All shares of common stock purchased in the stock offering by a director or certain officers of First Seacoast Bank, First Seacoast Bancorp, First Seacoast Bancorp, Inc. or First Seacoast Bancorp, MHC generally may not be sold for a period of one year following the closing of the conversion and stock offering, except if the individual dies. 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 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 First Seacoast Bancorp, Inc. also will be restricted by the insider trading rules under the Securities Exchange Act of 1934, as amended.
Purchases of shares of our common stock by any of our directors, certain officers and their associates, during the three-year period following the closing of the conversion and stock offering, 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. 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 our stock option plan or any of our tax-qualified employee stock benefit plans or non-tax-qualified employee stock benefit plans, including any restricted stock plans.
COMPARISON OF STOCKHOLDERS RIGHTS FOR STOCKHOLDERS OF FIRST SEACOAST BANCORP
General. As a result of the conversion and stock offering, stockholders of First Seacoast Bancorp will become stockholders of First Seacoast Bancorp, Inc. The differing rights of stockholders of First Seacoast Bancorp and stockholders of First Seacoast Bancorp, Inc. result from differences between federal and Maryland law and regulations, and differences between First Seacoast Bancorps federal charter and bylaws and First Seacoast Bancorp, Inc.s Maryland articles of incorporation and bylaws.
This discussion is not intended to be a complete statement of the differences affecting the rights of stockholders, but rather summarizes the material differences and similarities affecting the rights of stockholders. See Where You Can Find Additional Information for procedures for obtaining a copy of First Seacoast Bancorp, Inc.s articles of incorporation and bylaws.
Authorized Capital Stock. The authorized capital stock of First Seacoast Bancorp consists of 90,000,000 shares of common stock, $0.01 par value per share, and 10,000,000 shares of preferred stock, $0.01 par value per share.
The authorized capital stock of First Seacoast Bancorp, Inc. consists of 90,000,000 shares of common stock, $0.01 par value per share, and 10,000,000 shares of preferred stock, par value $0.01 per share.
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Under Maryland General Corporation Law and First Seacoast Bancorp, Inc.s articles of incorporation, the board of directors may increase or decrease the number of authorized shares without stockholder approval. Stockholder approval is required to increase or decrease the number of authorized shares of First Seacoast Bancorp.
First Seacoast Bancorps charter and First Seacoast Bancorp, Inc.s articles of incorporation both authorize the board of directors to establish one or more series of preferred stock and, for any series of preferred stock, to determine the terms and rights of the series, including voting rights, dividend rights, conversion and redemption rates and liquidation preferences. As a result of the ability to fix voting rights for a series of preferred stock, our board of directors has the power, to the extent consistent with its fiduciary duty, to issue a series of preferred stock to persons friendly to management to attempt to block a hostile tender offer, merger or other transaction by which a third party seeks control. We currently have no plans for the issuance of additional shares for such purposes.
Issuance of Capital Stock. Pursuant to applicable laws and regulations, First Seacoast Bancorp, MHC is required to own not less than a majority of the outstanding shares of First Seacoast Bancorp common stock. First Seacoast Bancorp, MHC will no longer exist following completion of the conversion and stock offering.
First Seacoast Bancorp, Inc.s articles of incorporation do not contain restrictions on the issuance of shares of capital stock to directors, officers or controlling persons, whereas First Seacoast Bancorps charter restricts such issuances to general public offerings, or to directors for qualifying shares, unless the share issuance or the plan under which they would generally be issued has been approved by stockholders. However, stock-based compensation plans, such as stock option plans and restricted stock plans, would have to be submitted for approval by First Seacoast Bancorp stockholders and by First Seacoast Bancorp, Inc. stockholders due to requirements of the Nasdaq Stock Market and to qualify stock options for favorable federal income tax treatment.
Voting Rights. Neither First Seacoast Bancorps charter or bylaws nor First Seacoast Bancorp, Inc.s articles of incorporation or bylaws provide for cumulative voting for the election of directors. For additional information regarding voting rights, see Limitations on Voting Rights of Greater-than-10% Stockholders below.
Payment of Dividends. First Seacoast Bancorps ability to pay dividends depends, to a large extent, upon First Seacoast Banks ability to pay dividends to First Seacoast Bancorp, which is restricted by federal regulations and by federal income tax considerations related to savings banks.
The same restrictions will apply to First Seacoast Banks ability to pay of dividends to First Seacoast Bancorp, Inc. In addition, Maryland law generally provides that First Seacoast Bancorp, Inc. is limited to paying dividends in an amount equal to its capital surplus over payments that would be owed upon dissolution to stockholders whose preferential rights upon dissolution are superior to those receiving the dividend, and to an amount that would not make First Seacoast Bancorp, Inc. insolvent.
Board of Directors. First Seacoast Bancorps bylaws and First Seacoast Bancorp, Inc.s articles of incorporation require the board of directors to be divided into three classes and that the members of each class shall be elected for a term of three years and until their successors are elected and qualified, with one class being elected annually.
Under First Seacoast Bancorps bylaws, any vacancies 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. Persons elected by the board of directors of First Seacoast Bancorp to fill vacancies may only serve until the next election of directors by stockholders. Under First Seacoast Bancorp, Inc.s bylaws, any vacancy occurring on the board of directors, including any vacancy created by reason of an increase in the number of directors, may be filled only by the affirmative vote of two-thirds of the remaining directors, and any director so chosen shall hold office for the remainder of the term to which the director has been elected and until his or her successor is elected and qualified.
Limitations on Liability. The charter and bylaws of First Seacoast Bancorp do not limit the personal liability of directors or officers.
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First Seacoast Bancorp, Inc.s articles of incorporation provide that directors and officers will not be personally liable for monetary damages to First Seacoast Bancorp, Inc. for certain actions as directors or officers, except for (i) receipt of an improper personal benefit, (ii) actions or omissions that are determined to have materially involved active and deliberate dishonesty, or (iii) to the extent otherwise provided by Maryland law. These provisions might, in certain instances, discourage or deter stockholders or management from bringing a lawsuit against directors or officers for a breach of their duties even though such an action, if successful, might benefit First Seacoast Bancorp, Inc.
Indemnification of Directors, Officers, Employees and Agents. As generally allowed under current Federal Reserve Board regulations and First Seacoast Bancorps bylaws, First Seacoast Bancorp will indemnify its current and former directors, officers and employees for any amount for which that person becomes liable under a judgment in, and any reasonable costs incurred in connection with, any litigation involving such persons activities as a director, officer or employee if such person obtains a final judgment on the merits in his or her favor. In addition, indemnification is permitted in the case of a settlement, a final judgment against such person, or final judgment other than on the merits, if a majority of disinterested directors determines that such person was acting in good faith within the scope of his or her employment as he or she could 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 First Seacoast Bancorp or its stockholders. First Seacoast Bancorp also is permitted to pay ongoing expenses incurred by a director, officer or employee if a majority of disinterested directors concludes that such person may become entitled to indemnification.
The articles of incorporation of First Seacoast Bancorp, Inc. provide that it shall indemnify (i) its current and former directors and officers to the fullest extent required or permitted by Maryland law, including the advancement of expenses, and (ii) other employees or agents to such extent as shall be authorized by the board of directors and Maryland law, all subject to any applicable federal law and regulation. Maryland law allows First Seacoast Bancorp, Inc. to indemnify any person for expenses, liabilities, settlements, judgments and fines in suits in which such person has been made a party by reason of the fact that he or she is or was a director, officer or employee of First Seacoast Bancorp, Inc. No such indemnification may be given if the acts or omissions of the person are adjudged to be in bad faith and material to the matter giving rise to the proceeding, if such person is liable to the corporation for an unlawful distribution, or if such person personally received a benefit to which he or she was not entitled. The right to indemnification includes the right to be paid the expenses incurred in advance of final disposition of a proceeding.
Special Meetings of Stockholders. First Seacoast Bancorps bylaws provide that special meetings of stockholders may be called by the chairman, the president, a majority of the members of the board of directors or the holders of not less than 10% of the outstanding capital stock entitled to vote at the meeting.
First Seacoast Bancorp, Inc.s bylaws provide that special meetings of stockholders may be called by the president, the chairman or by a majority vote of the total authorized directors, and shall be called upon the written request of stockholders entitled to cast at least a majority of all votes entitled to vote at the meeting.
Stockholder Nominations and Proposals. First Seacoast Bancorps bylaws provide that stockholders may submit nominations for election of directors at an annual meeting of stockholders and may propose any new business to be taken up at such a meeting by filing the proposal in writing with First Seacoast Bancorp at least five days before the date of any such meeting.
First Seacoast Bancorp, Inc.s bylaws provide that any stockholder desiring to make a nomination for the election of directors or a proposal for new business at a meeting of stockholders must submit written notice to First Seacoast Bancorp, Inc. not less than 110 days nor more than 120 days before the anniversary of the prior years annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days before the anniversary of the preceding years annual meeting, a stockholders written notice shall be timely only if delivered or mailed to and received by the Secretary of First Seacoast Bancorp, Inc. at the principal executive office of the corporation no earlier than the day on which public disclosure of the date of such annual meeting is first made and no later than the tenth day following the day on which public disclosure of the date of such annual meeting is first made.
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Management of First Seacoast Bancorp, Inc. believes that it is in the best interests of First Seacoast Bancorp, Inc. and its stockholders to provide sufficient time to enable 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, should management determine that doing so is in the best interests 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. In certain instances, such provisions could make it more difficult to oppose managements nominees or proposals, even if stockholders believe such nominees or proposals are not in stockholders best interests.
Stockholder Action Without a Meeting. Under First Seacoast Bancorps bylaws and under Maryland law with respect to First Seacoast Bancorp, Inc., action may be taken by stockholders without a meeting if all stockholders entitled to vote on the action consent to taking such action without a meeting.
Stockholders Right to Examine Books and Records. A federal regulation, which is applicable to First Seacoast Bancorp, provides that stockholders may inspect and copy specified books and records after proper written notice for a proper purpose. Maryland law provides that a stockholder may inspect a companys bylaws, stockholder minutes, annual statement of affairs and any voting trust agreements. However, only a stockholder or group of stockholders who together, for at least six months, have held at least 5% of the companys total shares, have the right to inspect the companys stock ledger, list of stockholders and books of accounts.
Limitations on Voting Rights of Greater-than-10% Stockholders. First Seacoast Bancorp, Inc.s articles of incorporation provide that no beneficial owner, directly or indirectly, of more than 10% of the outstanding shares of common stock will be permitted to vote any shares in excess of such 10% limit. First Seacoast Bancorps charter contains a similar provision that will expire on July 16, 2024, which is the fifth anniversary of First Seacoast Banks initial conversion to stock form in connection with its reorganization into the mutual holding company structure.
In addition, federal regulations provide that for a period of three years following the date of the completion of the conversion and stock offering, no person, acting singly or together with associates in a group of persons acting in concert, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of a class of First Seacoast Bancorp, Inc.s equity securities without the prior written approval of the Federal Reserve Board. Where any person acquires beneficial ownership of more than 10% of a class of First Seacoast Bancorp, Inc.s equity securities without the prior written approval of the Federal Reserve Board, the securities beneficially owned by such person in excess of 10% may not be voted by any person or counted as voting shares in connection with any matter submitted to the stockholders for a vote, and will not be counted as outstanding for purposes of determining the affirmative vote necessary to approve any matter submitted to the stockholders for a vote.
Director Qualifications. First Seacoast Bancorp, Inc.s bylaws provide that certain individuals are not eligible for election or appointment as a director, including an individual who (i) in the past ten years, has been subject to a cease and desist, consent or other formal order, other than a civil money penalty, from a financial or securities regulatory agency; (ii) has been convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law; or (iii) is currently charged in any information, indictment, or other complaint with the commission of or participation in such a crime. The bylaws also prohibit service on the board of directors where an individual: is, at the same time, associated with a bank, savings institution, credit union, mortgage banking company, consumer loan company or similar organization that engages in financial services related business activities or solicits customers in the same market area as First Seacoast Bancorp, Inc. or any of its subsidiaries; does not agree in writing to comply with all of First Seacoast Bancorp, Inc.s policies applicable to directors including but not limited to its confidentiality policy and confirm in writing his or her qualifications under the bylaws; is a party to any agreement or arrangement with a party other than First Seacoast Bancorp, Inc. or a subsidiary that (1) materially limits his or her voting discretion as a member of the board of directors, or (2) materially impairs his or her ability to discharge his or her fiduciary duties with respect to the fundamental strategic direction of First Seacoast Bancorp, Inc.; or is the nominee or representative of a company or other entity of which any of the directors, partners, trustees or 10% stockholders would not be eligible for election or appointment to the board of directors under the bylaws.
First Seacoast Bancorps charter and bylaws do not provide for restrictions on service as a director.
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Business Combinations with Interested Stockholders. Under Maryland law, business combinations between First Seacoast Bancorp, Inc. and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, statutory share exchange or, in circumstances specified in the statute, certain transfers of assets, certain stock issuances and transfers, liquidation plans and reclassifications involving interested stockholders and their affiliates or issuance or reclassification of equity securities. Maryland law defines an interested stockholder as: (i) any person who beneficially owns 10% or more of the voting power of First Seacoast Bancorp, Inc.s voting stock after the date on which First Seacoast Bancorp, Inc. had 100 or more beneficial owners of its stock; or (ii) an affiliate or associate of First Seacoast Bancorp, Inc. at any time after the date on which First Seacoast Bancorp, Inc. had 100 or more beneficial owners of its stock who, within the two-year period before the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding voting stock of First Seacoast Bancorp, Inc. A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.
After the five-year prohibition, any business combination between First Seacoast Bancorp, Inc. and an interested stockholder generally must be recommended by the board of directors of First Seacoast Bancorp, Inc. and approved by the affirmative vote of at least: (i) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of First Seacoast Bancorp, Inc., and (ii) two-thirds of the votes entitled to be cast by holders of voting stock of First Seacoast Bancorp, Inc. other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if First Seacoast Bancorp, Inc.s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.
Current federal regulations do not provide a vote standard for business combinations involving a federal mid-tier stock holding companies, like First Seacoast Bancorp.
Mergers, Consolidations and Sales of Assets. As a result of an election made in First Seacoast Bancorp, Inc.s articles of incorporation, a merger or consolidation of First Seacoast Bancorp, Inc. requires approval of a majority of all votes entitled to be cast by stockholders. However, no approval by stockholders is required for a merger if:
| the plan of merger does not make an amendment to the articles of incorporation that would be required to be approved by the stockholders; |
| each stockholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and rights, immediately after; and |
| the number of shares of any class or series of stock outstanding immediately after the effective time of the merger will not increase by more than 20% the total number of voting shares outstanding immediately before the merger. |
In addition, under certain circumstances the approval of the stockholders shall not be required to authorize a merger with or into a 90%-owned subsidiary of First Seacoast Bancorp, Inc.
Under Maryland law, a sale of all or substantially all of First Seacoast Bancorp, Inc.s assets other than in the ordinary course of business, or a voluntary dissolution of First Seacoast Bancorp, Inc., requires the approval of its board of directors and the affirmative vote of two-thirds of the votes of stockholders entitled to be cast on the matter.
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Current federal regulations do not provide a vote standard for mergers, consolidations or sales of assets by federal mid-tier stock holding companies, like First Seacoast Bancorp.
Evaluation of Offers. The articles of incorporation of First Seacoast Bancorp, Inc. provide that its board of directors, when evaluating a transaction that would or may involve a change in control of First Seacoast Bancorp, Inc. (whether by purchases of its securities, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of its assets, proxy solicitation or otherwise), may, in connection with the exercise of its business judgment in determining what is in the best interests of First Seacoast Bancorp, Inc. and its stockholders and in making any recommendation to the stockholders, give due consideration to all relevant factors, including, but not limited to:
| the economic effect, both immediate and long-term, upon First Seacoast Bancorp, Inc.s stockholders, including stockholders, if any, who do not participate in the transaction; |
| the social and economic effect on the present and future employees, creditors and customers of, and others dealing with, First Seacoast Bancorp, Inc. and its subsidiaries and on the communities in which First Seacoast Bancorp, Inc. and its subsidiaries operate or are located; |
| whether the proposal is acceptable based on the historical, current or projected future operating results or financial condition of First Seacoast Bancorp, Inc.; |
| whether a more favorable price could be obtained for First Seacoast Bancorp, Inc.s stock or other securities in the future; |
| the reputation and business practices of the other entity to be involved in the transaction and its management and affiliates as they would affect the employees of First Seacoast Bancorp, Inc. and its subsidiaries; |
| the future value of the stock or any other securities of First Seacoast Bancorp, Inc. or the other entity to be involved in the proposed transaction; |
| any antitrust or other legal and regulatory issues that are raised by the proposal; |
| the business and historical, current or expected future financial condition or operating results of the other entity to be involved in the transaction, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the proposed transaction, and other likely financial obligations of the other entity to be involved in the proposed transaction; and |
| the ability of First Seacoast Bancorp, Inc. to fulfill its objectives as a financial institution holding company and the ability of its subsidiary financial institution(s) to fulfill the objectives of a federally insured financial institution under applicable statutes and regulations. |
If the board of directors determines that any proposed transaction should be rejected, it may take any lawful action to defeat such transaction.
First Seacoast Bancorps charter and bylaws do not contain a similar provision.
Dissenters Rights of Appraisal. Under Maryland law, stockholders of First Seacoast Bancorp, Inc. will not have dissenters appraisal rights in connection with a plan of merger or consolidation to which First Seacoast Bancorp, Inc. is a party as long as the common stock of First Seacoast Bancorp, Inc. trades on a national securities exchange.
Current federal regulations do not provide for dissenters appraisal rights for stockholders of federal mid-tier stock holding companies, like First Seacoast Bancorp.
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Forum Selection for Certain Stockholder Lawsuits. The articles of incorporation of First Seacoast Bancorp, Inc. provide that, unless First Seacoast Bancorp, Inc. consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of First Seacoast Bancorp, Inc., (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of First Seacoast Bancorp, Inc. to First Seacoast Bancorp, Inc. or First Seacoast Bancorp, Inc.s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Maryland, in all cases subject to the courts having personal jurisdiction over the indispensible parties named as defendants. This exclusive forum provision does not apply to claims arising under the federal securities laws. Under the articles of incorporation, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of First Seacoast Bancorp, Inc. shall be deemed to have notice of and consented to the exclusive forum provision of the articles of incorporation. This exclusive forum provision may limit a stockholders ability to bring a claim in a judicial forum it finds favorable for disputes with First Seacoast Bancorp, Inc. and its directors, officers, and other employees or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both.
First Seacoast Bancorps charter and bylaws do not contain a similar provision.
Amendment of Governing Instruments. No amendment of First Seacoast Bancorps charter may be made unless it is first proposed by the board of directors, then approved or preapproved by the Federal Reserve Board, and thereafter approved by the holders of a majority of the total votes eligible to be cast at a legal meeting. Amendments to First Seacoast Bancorps bylaws require either preliminary approval by or post-adoption notice to the Federal Reserve Board as well as approval of the amendment by a majority vote of the authorized board of directors, or by a majority of the votes cast by the stockholders of First Seacoast Bancorp at any legal meeting.
First Seacoast Bancorp, Inc.s articles of incorporation may be amended, upon the submission of an amendment by the board of directors to a vote of the stockholders, by the affirmative vote of at least two-thirds of the outstanding shares of common stock, or by the affirmative vote of a majority of the outstanding shares of common stock if at least two-thirds of the members of the whole board of directors approves such amendment; provided, however, that approval by at least 80% of the outstanding voting stock is generally required to amend the following provisions:
(i) | the limitation on voting rights of persons who directly or indirectly beneficially own more than 10% of the outstanding shares of common stock; |
(ii) | the division of the board of directors into three staggered classes; |
(iii) | the ability of the board of directors to fill vacancies on the board; |
(iv) | the requirement that directors may only be removed for cause and by the affirmative vote of at least two-thirds of the votes eligible to be cast by stockholders; |
(v) | the ability of the board of directors to amend and repeal the bylaws; |
(vi) | the ability of the board of directors to evaluate a variety of factors in evaluating offers to purchase or otherwise acquire First Seacoast Bancorp, Inc.; |
(vii) | the authority of the board of directors to provide for the issuance of preferred stock; |
(viii) | the validity and effectiveness of any action lawfully authorized by the affirmative vote of the holders of a majority of the total number of outstanding shares of common stock; |
(ix) | the number of stockholders constituting a quorum or required for stockholder consent; |
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(x) | the indemnification of current and former directors and officers, as well as employees and other agents, by First Seacoast Bancorp, Inc.; |
(xi) | the limitation of liability of officers and directors to First Seacoast Bancorp, Inc. for money damages; |
(xii) | the inability of stockholders to cumulate their votes in the election of directors; |
(xiii) | the advance notice requirements for stockholder proposals and nominations; |
(xiv) | the requirement that the forum for certain actions or disputes will be a state or federal court located within the State of Maryland; and |
(xv) | the provision of the articles of incorporation requiring approval of at least 80% of the outstanding voting stock to amend the provisions of the articles of incorporation provided in (i) through (xiv) of this list. |
First Seacoast Bancorp, Inc.s articles of incorporation also provide that the bylaws may be amended by the affirmative vote of a majority of First Seacoast Bancorp, Inc.s directors or by the stockholders by the affirmative vote of at least 80% of the total votes eligible to be voted at a duly constituted meeting of stockholders. Any amendment of this super-majority requirement for amendment of the bylaws would also require the approval of 80% of the outstanding voting stock.
RESTRICTIONS ON ACQUISITION OF FIRST SEACOAST BANCORP, INC.
Although the board of directors of First Seacoast Bancorp, Inc. is unaware of any effort that might be made to obtain control of First Seacoast Bancorp, Inc. after the conversion and stock offering, the board of directors believes that it is appropriate to include certain provisions as part of First Seacoast Bancorp, Inc.s articles of incorporation to protect the interests of First Seacoast Bancorp, Inc. and its stockholders from takeovers which the board of directors might conclude are not in the best interests of First Seacoast Bancorp, Inc. or its stockholders.
The following discussion is a general summary of the material provisions of Maryland law, First Seacoast Bancorp, Inc.s articles of incorporation and bylaws, First Seacoast Banks charter and certain other regulatory provisions that may be deemed to have an anti-takeover effect. The following description is necessarily general and is not intended to be a complete description of the document or regulatory provision in question. First Seacoast Bancorp, Inc.s articles of incorporation and bylaws are included as part of First Seacoast Bancorp, MHCs application for conversion filed with the Federal Reserve Board and First Seacoast Bancorp, Inc.s registration statement filed with the Securities and Exchange Commission. See Where You Can Find Additional Information.
Maryland Law and Articles of Incorporation and Bylaws of First Seacoast Bancorp, Inc.
Maryland law, as well as First Seacoast Bancorp, Inc.s articles of incorporation and bylaws, contain a number of provisions relating to corporate governance and rights of stockholders that may discourage future takeover attempts. As a result, stockholders who might desire to participate in such transactions may not have an opportunity to do so. In addition, these provisions will also render the removal of the board of directors or management of First Seacoast Bancorp, Inc. more difficult.
Directors. The board of directors will be divided into three classes. The members of each class will be elected for a term of three years and only one class of directors will be elected annually. Therefore, it would take at least two annual elections to replace a majority of the board of directors. The bylaws establish qualifications for board members, including restrictions on affiliations with competitors of First Seacoast Bank and restrictions based upon prior legal or regulatory violations. Further, the bylaws impose notice and information requirements in connection with the nomination by stockholders of candidates for election to the board of directors or the proposal by stockholders of business to be acted upon at an annual meeting of stockholders. Such notice and information requirements are applicable to all stockholder business proposals and nominations, and are in addition to any requirements under the federal securities laws.
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Restrictions on Calling Special Meetings. The articles of incorporation and bylaws provide that special meetings of stockholders can be called by the president, the chairman, by a majority of the whole board of directors or upon the written request of stockholders entitled to cast at least a majority of all votes entitled to vote at the meeting.
Prohibition of Cumulative Voting. The articles of incorporation prohibit cumulative voting for the election of directors.
Limitation of Voting Rights. The articles of incorporation provide that in no event will any person who beneficially owns more than 10% of the then-outstanding shares of common stock, be entitled or permitted to vote any of the shares of common stock held in excess of the 10% limit. This provision has been included in the articles of incorporation in reliance on Section 2-507(a) of the Maryland General Corporation Law, which entitles stockholders to one vote for each share of stock unless the articles of incorporation provide for a greater or lesser number of votes per share or limit or deny voting rights.
Restrictions on Removing Directors from Office. The articles of incorporation provide that directors may be removed only for cause, and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of First Seacoast Bancorp, Inc.s then-outstanding common stock entitled to vote (after giving effect to the limitation on voting rights discussed above in Limitation of Voting Rights).
Authorized but Unissued Shares. After the conversion and stock offering, First Seacoast Bancorp, Inc. will have authorized but unissued shares of common and preferred stock. See Description of Capital Stock of First Seacoast Bancorp, Inc. The articles of incorporation authorize 10,000,000 shares of serial preferred stock. First Seacoast Bancorp, Inc. is authorized to issue preferred stock from time to time in one or more series subject to applicable provisions of law, and the board of directors is authorized to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the shares of each such series. In the event of a proposed merger, tender offer or other attempt to gain control of First Seacoast Bancorp, Inc. that the board of directors does not approve, it may be possible for the board of directors to authorize the issuance of a series of preferred stock with rights and preferences that would impede the completion of the transaction. An effect of the possible issuance of preferred stock therefore may be to deter a future attempt to gain control of First Seacoast Bancorp, Inc. The board of directors has no present plan or understanding to issue any preferred stock.
Amendments to Articles of Incorporation and Bylaws. Amendments to the articles of incorporation must be approved by the board of directors and by the affirmative vote of at least two-thirds of the outstanding shares of common stock, or by the affirmative vote of a majority of the outstanding shares of common stock if at least two-thirds of the members of the whole board of directors approves such amendment; provided, however, that approval by at least 80% of the outstanding voting stock is generally required to amend certain provisions. A list of these provisions is provided under Comparison of Stockholders Rights For Stockholders of First Seacoast Bancorp Amendment of Governing Instruments.
The articles of incorporation also provide that the bylaws may be amended by the affirmative vote of a majority of First Seacoast Bancorp, Inc.s directors or by the affirmative vote of at least 80% of the total votes eligible to be cast by stockholders at a duly constituted meeting of stockholders. Any amendment of this super-majority requirement for amendment of the bylaws would also require the approval of 80% of the total votes eligible to be cast.
The provisions requiring the affirmative vote of 80% of the total eligible votes eligible to be cast for certain stockholder actions have been included in the articles of incorporation of First Seacoast Bancorp, Inc. in reliance on Section 2-104(b)(4) of the Maryland General Corporation Law, which permits the articles of incorporation to require a greater proportion of votes than the proportion that would otherwise be required for stockholder action under the Maryland General Corporation Law.
Business Combinations with Interested Stockholders. Maryland law restricts mergers, consolidations, sales of assets and other business combinations between First Seacoast Bancorp, Inc. and an interested
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stockholder. See Comparison of Stockholder Rights for Stockholders of First Seacoast Bancorp Mergers, Consolidations and Sales of Assets.
Evaluation of Offers. The articles of incorporation of First Seacoast Bancorp, Inc. provide that its board of directors, when evaluating a transaction that would or may involve a change in control of First Seacoast Bancorp, Inc. (whether by purchases of its securities, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of its assets, proxy solicitation or otherwise), may, in connection with the exercise of its business judgment in determining what is in the best interests of First Seacoast Bancorp, Inc. and its stockholders and in making any recommendation to the stockholders, give due consideration to all relevant factors, including, but not limited to, certain enumerated factors. For a list of these enumerated factors, see Comparison of Stockholder Rights for Stockholders of First Seacoast Bancorp Evaluation of Offers.
Purpose and Anti-Takeover Effects of First Seacoast Bancorp, Inc.s Articles of Incorporation 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 stock offering proceeds into productive assets during the initial period after the conversion and stock offering. We believe these provisions are in the best interests of First Seacoast Bancorp, Inc. and its stockholders. Our board of directors believes that it will be in the best position to determine the true value of First Seacoast 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 First Seacoast 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. It is also the view of our board of directors that these provisions should not discourage persons from proposing a merger or other transaction at a price reflective of the true value of First Seacoast Bancorp, Inc. and that is in the best interests of all our stockholders.
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 First Seacoast Bancorp, Inc.s articles of incorporation and bylaws, these provisions also may have the effect of discouraging a future takeover attempt that would not be approved by our board of directors, but pursuant to which stockholders may receive a substantial premium for their shares over then current market prices. 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. Our board of directors, however, has concluded that the potential benefits outweigh the possible disadvantages.
Charter of First Seacoast Bank
First Seacoast Banks charter will provide that for a period of five years from the closing of the conversion and stock offering, no person other than First Seacoast Bancorp, Inc. may offer directly or indirectly to acquire the beneficial ownership of more than 10% of any class of equity security of First Seacoast Bank. This provision will not apply to any tax-qualified employee benefit plan of First Seacoast Bank or First Seacoast Bancorp, Inc. or to underwriters in connection with a public offering. In addition, during this five-year period, all shares owned over the 10% limit may not be voted on any matter submitted to stockholders for a vote.
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Federal Conversion Regulations
Federal Reserve Board regulations prohibit any person from making an offer, announcing an intent to make an offer or participating in any other arrangement to purchase stock or acquire stock or subscription rights in a converting institution or its holding company from another person before completion of its conversion. Further, without the prior written approval of the Federal Reserve Board, no person may make an offer or announcement of an offer to purchase shares or actually acquire shares of a converted institution or its holding company for a period of three years from the date of the completion of the conversion and stock offering if, upon the completion of such offer, announcement or acquisition, the person would become the beneficial owner of more than 10% of the outstanding stock of the institution or its holding company. The Federal Reserve Board has defined person to include any individual, group acting in concert, corporation, partnership, association, joint stock company, trust, unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of securities of an insured institution. However, offers made exclusively to a bank or its holding company, or to an underwriter or member of a selling group acting on the converting institutions or its holding companys behalf for resale to the general public, are excepted. The regulation also provides civil penalties for willful violation or assistance in any such violation of the regulation by any person connected with the management of the converting institution or its holding company or who controls more than 10% of the outstanding shares or voting rights of a converted institution or its holding company.
Change in Control Law and Regulations
Under the Change in Bank Control Act, a federal law, no person may acquire control of an insured savings association or its parent 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. The Federal Reserve Board takes into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition. In addition, federal regulations provide that no company may acquire control of a savings association without the prior approval of the Federal Reserve Board. Any company that acquires such control becomes a savings and loan holding company subject to registration, examination and regulation by the Federal Reserve Board.
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 companys directors, or a determination by the Federal Reserve Board that the acquirer has the power to direct, or directly or indirectly exercise a controlling influence over, the management or policies of the institution. Acquisition of more than 10% of any class of a savings and loan holding companys voting stock constitutes a rebuttable determination of control under the regulations under certain circumstances including where, as will be the case with First Seacoast Bancorp, Inc., the issuer has registered securities under Section 12 of the Securities Exchange Act of 1934. Federal Reserve Board regulations provide that parties seeking to rebut control will be provided an opportunity to do so in writing.
DESCRIPTION OF CAPITAL STOCK OF FIRST SEACOAST BANCORP, INC.
General
First Seacoast Bancorp, Inc. is authorized to issue 90,000,000 shares of common stock, par value of $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. First Seacoast Bancorp, Inc. currently expects to issue in the stock offering and the exchange up to a total of 6,869,548 shares of common stock, at the maximum of the offering range. First Seacoast Bancorp, Inc. will not issue shares of preferred stock in the conversion and stock offering. Each share of common stock will have the same relative rights as, and will be identical in all respects to, each other share of common stock. Upon payment of the subscription price for the common stock, in accordance with the plan of conversion, all of the shares of common stock will be duly authorized, fully paid and non-assessable.
The shares of common stock will represent non-withdrawable capital, will not be an account of an insurable type, and will not be insured by the Federal Deposit Insurance Corporation or any other government agency.
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Common Stock
Dividends. First Seacoast Bancorp, Inc. may pay dividends on its common stock if, after giving effect to such dividends, it would be able to pay its debts in the usual course of business and its total assets would exceed the sum of its total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to those receiving the dividends. However, even if First Seacoast Bancorp, Inc.s assets are less than the amount necessary to satisfy the requirement set forth above, First Seacoast Bancorp, Inc. may pay dividends from: its net earnings for the fiscal year in which the distribution is made; its net earnings for the preceding fiscal year; or the sum of its net earnings for the preceding eight fiscal quarters. The payment of dividends by First Seacoast Bancorp, Inc. is also subject to limitations that are imposed by applicable regulation, including restrictions on payments of dividends that would reduce First Seacoast Bancorp, Inc.s assets below the then-adjusted balance of its liquidation account. The holders of common stock of First Seacoast Bancorp, Inc. will be entitled to receive and share equally in dividends as may be declared by our board of directors out of funds legally available therefor. If First Seacoast Bancorp, Inc. issues shares of preferred stock, the holders thereof may have a priority over the holders of the common stock with respect to dividends.
Voting Rights. Upon completion of the stock offering and exchange, the holders of common stock of First Seacoast Bancorp, Inc. will have exclusive voting rights in First Seacoast Bancorp, Inc. They will elect First Seacoast Bancorp, Inc.s board of directors and act on other matters as are required to be presented to them under Maryland law or as are otherwise presented to them by the board of directors. Generally, 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. Any person who beneficially owns more than 10% of the then-outstanding shares of First Seacoast Bancorp, Inc.s common stock, however, will not be entitled or permitted to vote any shares of common stock held in excess of the 10% limit. If First Seacoast Bancorp, Inc. issues shares of preferred stock, holders of the preferred stock may also possess voting rights. Certain matters require the approval of 80% of our outstanding common stock.
As a federally-chartered stock savings bank, corporate powers and control of First Seacoast Bank are vested in its board of directors, who elect the officers of First Seacoast Bank and who fill any vacancies on the board of directors. Voting rights of First Seacoast Bank are vested exclusively in the owners of the shares of capital stock of First Seacoast Bank, which will be First Seacoast Bancorp, Inc., and voted at the direction of First Seacoast Bancorp, Inc.s board of directors. Consequently, the holders of the common stock of First Seacoast Bancorp, Inc. will not have direct control of First Seacoast Bank.
Liquidation. In the unlikely event of any liquidation, dissolution or winding up of First Seacoast Bank, First Seacoast Bancorp, Inc., as the holder of 100% of First Seacoast Banks capital stock, would be entitled to receive all assets of First Seacoast Bank available for distribution, after payment or provision for payment of all debts and liabilities of First Seacoast Bank, including all deposit accounts and accrued interest thereon, and after distribution of the balance in the liquidation account to Eligible Account Holders and Supplemental Eligible Account Holders. In the unlikely event of liquidation, dissolution or winding up of First Seacoast 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 (including payments with respect to its liquidation account), all of the assets of First Seacoast 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.
Preemptive Rights. Holders of the common stock of First Seacoast Bancorp, Inc. will not be entitled to preemptive rights with respect to any shares that may be issued. The common stock is not subject to redemption.
Preferred Stock
None of First Seacoast Bancorp, Incs authorized shares of preferred stock will be issued as part of the conversion and stock offering. Preferred stock may be issued with preferences and designations as our board of directors may from time to time determine. Our board of directors may, without stockholder approval, issue shares of preferred stock with voting, dividend, liquidation and conversion rights that 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.
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The transfer agent and registrar for First Seacoast Bancorp, Inc.s common stock is American Stock Transfer & Trust Company, LLC, Brooklyn, New York.
The consolidated financial statements of First Seacoast Bancorp as of December 31, 2021 and 2020 and for the each of the years then ended have been included in this prospectus and in the registration statement in reliance upon the report of Baker Newman & Noyes LLC, independent registered public accounting firm, appearing elsewhere in this prospectus, and upon the authority of said firm as experts in accounting and auditing.
Feldman Financial Advisors, Inc. has consented to the publication in this prospectus of the summary of its report setting forth its opinion as to the estimated pro forma market value of the shares of common stock of First Seacoast Bancorp, Inc. upon completion of the conversion and stock offering and of its letters with respect to subscription rights and the liquidation accounts.
Luse Gorman, PC, Washington, D.C., special counsel to First Seacoast Bancorp, Inc., First Seacoast Bancorp, MHC, First Seacoast Bancorp, and First Seacoast Bank, has issued to First Seacoast Bancorp, Inc. its opinion regarding the legality of the common stock and has issued to First Seacoast Bancorp, Inc., First Seacoast Bancorp, MHC, First Seacoast Bancorp, and First Seacoast Bank its opinion regarding the federal income tax consequences of the conversion and stock offering. Baker Newman & Noyes LLC, Portland, Maine, has provided an opinion to us regarding the New Hampshire income tax consequences of the conversion and stock offering. Certain legal matters will be passed upon for Keefe, Bruyette & Woods, Inc. and, in the event of a syndicated community offering, for any other co-managers, by Breyer & Associates PC, McLean, Virginia.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
First Seacoast Bancorp, Inc. has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 with respect to the shares of 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. Such information, including the appraisal report, which is an exhibit to the registration statement, can be examined without charge at the public reference facilities of the Securities and Exchange Commission located at 100 F Street, N.E., Washington, D.C. 20549, and copies of such material can be obtained from the Securities and Exchange Commission at prescribed rates. The Securities and Exchange Commissions telephone number is 1-800-SEC-0330. In addition, the Securities and Exchange Commission maintains a web site (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission, including First Seacoast Bancorp, Inc. 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 of the material terms of, and should be read in conjunction with, such contract or document.
First Seacoast Bancorp, MHC has filed an application for conversion and a savings and loan holding company application, both with the Federal Reserve Board. To obtain a copy of the applications filed with the Federal Reserve Board, you may contact Eileen Leighton, Vice President, of the Federal Reserve Bank of Boston at (617) 973-3212. The plan of conversion is available for inspection, upon request, at each office of First Seacoast Bank.
In connection with the conversion and stock offering, First Seacoast Bancorp, Inc. will register its common stock under Section 12 of the Securities Exchange Act of 1934. Upon such registration, First Seacoast Bancorp, Inc. and the holders of its common stock will become subject to the proxy solicitation rules, reporting requirements and restrictions on common 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
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plan of conversion, First Seacoast Bancorp, Inc. has undertaken that it will not terminate such registration for a period of at least three years following the completion of the conversion and stock offering.
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF FIRST SEACOAST BANCORP
F-2 | ||||
Consolidated Balance Sheets at June 30, 2022 (unaudited), December 31, 2021 and 2020 |
F-3 | |||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
F-8 |
* * *
Separate financial statements for First Seacoast Bancorp, Inc. have not been included in this prospectus because it 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 consolidated financial statements or related notes.
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
First Seacoast Bancorp
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of First Seacoast Bancorp and Subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in stockholders equity 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 Company as of December 31, 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 Companys management. Our responsibility is to express an opinion on the Companys 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 Company 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 Company 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 Companys 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/ Baker Newman & Noyes LLC
We have served as the Companys auditor since 2011.
Portland, Maine
March 25, 2022
F-2
FIRST SEACOAST BANCORP AND SUBSIDIARIES
June 30, | December 31, | |||||||||||
2022 | 2021 | 2020 | ||||||||||
(Dollars in thousands) | (Unaudited) | |||||||||||
ASSETS | ||||||||||||
Cash and due from banks |
$ | 4,057 | $ | 6,638 | $ | 5,996 | ||||||
Interest bearing time deposits with other banks |
996 | 1,245 | 2,488 | |||||||||
Securities available-for-sale, at fair value |
103,387 | 91,365 | 55,470 | |||||||||
Federal Home Loan Bank stock |
2,684 | 1,688 | 1,796 | |||||||||
Total loans |
385,601 | 376,641 | 368,142 | |||||||||
Less allowance for loan losses |
(3,644 | ) | (3,590 | ) | (3,342 | ) | ||||||
|
|
|
|
|
|
|||||||
Net loans |
381,957 | 373,051 | 364,800 | |||||||||
Land, building and equipment, net |
4,401 | 4,566 | 5,078 | |||||||||
Bank-owned life insurance |
4,502 | 4,461 | 4,356 | |||||||||
Accrued interest receivable |
1,646 | 1,499 | 1,412 | |||||||||
Other assets |
6,616 | 2,561 | 1,666 | |||||||||
|
|
|
|
|
|
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Total assets |
$ | 510,246 | $ | 487,074 | $ | 443,062 | ||||||
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|
|
|
|
|
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LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||||
Deposits: |
||||||||||||
Non-interest bearing deposits |
$ | 91,700 | $ | 98,624 | $ | 64,571 | ||||||
Interest bearing deposits |
296,168 | 294,619 | 262,810 | |||||||||
|
|
|
|
|
|
|||||||
Total deposits |
387,868 | 393,243 | 327,381 | |||||||||
Advances from Federal Home Loan Bank |
64,250 | 29,462 | 34,127 | |||||||||
Advances from Federal Reserve Bank |
| | 18,195 | |||||||||
Mortgagors tax escrow |
725 | 652 | 1,420 | |||||||||
Deferred compensation liability |
1,650 | 1,729 | 1,667 | |||||||||
Other liabilities |
3,881 | 1,520 | 1,411 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
458,374 | 426,606 | 384,201 | |||||||||
|
|
|
|
|
|
|||||||
Stockholders Equity: |
||||||||||||
Preferred Stock, $.01 par value, 10,000,000 shares authorized, none issued |
| | | |||||||||
Common Stock, $.01 par value, 90,000,000 shares authorized; 6,201,770 issued and 6,064,891 and 6,123,337 shares outstanding at June 30, 2022 and December 31, 2021, respectively; and 6,083,500 issued and 6,058,024 outstanding as of December 31, 2020 |
62 | 62 | 61 | |||||||||
Additional paid-in capital |
26,785 | 26,783 | 25,606 | |||||||||
Retained earnings |
37,385 | 36,813 | 34,192 | |||||||||
Accumulated other comprehensive (loss) income |
(8,083 | ) | 721 | 1,381 | ||||||||
Treasury stock, at cost: 136,879, 78,433 and 25,476 shares as of June 30, 2022, December 31, 2021 and December 31, 2020, respectively |
(1,371 | ) | (748 | ) | (233 | ) | ||||||
Unearned stock compensation |
(2,906 | ) | (3,163 | ) | (2,146 | ) | ||||||
|
|
|
|
|
|
|||||||
Total stockholders equity |
51,872 | 60,468 | 58,861 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and stockholders equity |
$ | 510,246 | $ | 487,074 | $ | 443,062 | ||||||
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-3
FIRST SEACOAST BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Six Months Ended June 30, |
Year Ended December 31, |
|||||||||||||||
2022 | 2021 | 2021 | 2020 | |||||||||||||
(Dollars in thousands, except per share data) | (Unaudited) | |||||||||||||||
Interest and dividend income: |
||||||||||||||||
Interest and fees on loans |
$ | 6,884 | $ | 7,225 | $ | 14,129 | $ | 14,538 | ||||||||
Interest on debt securities: |
||||||||||||||||
Taxable |
457 | 142 | 448 | 280 | ||||||||||||
Non-taxable |
558 | 444 | 895 | 915 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest on debt securities |
1,015 | 586 | 1,343 | 1,195 | ||||||||||||
Dividends |
23 | 2 | 23 | 117 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest and dividend income |
7,922 | 7,813 | 15,495 | 15,850 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Interest expense: |
||||||||||||||||
Interest on deposits |
249 | 328 | 586 | 1,515 | ||||||||||||
Interest on borrowings |
142 | 184 | 649 | 1,659 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest expense |
391 | 512 | 1,235 | 3,174 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net interest and dividend income |
7,531 | 7,301 | 14,260 | 12,676 | ||||||||||||
Provision for loan losses |
60 | 85 | 205 | 480 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net interest and dividend income after provision for loan losses |
7,471 | 7,216 | 14,055 | 12,196 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-interest income: |
||||||||||||||||
Customer service fees |
462 | 489 | 1,007 | 979 | ||||||||||||
Gain on sale of loans |
2 | 88 | 130 | 323 | ||||||||||||
Securities gains, net |
52 | 535 | 535 | 410 | ||||||||||||
Income from bank-owned life insurance |
40 | 40 | 105 | 89 | ||||||||||||
Loan servicing fee income (loss) |
89 | 84 | 163 | (3 | ) | |||||||||||
Investment services fees |
176 | 118 | 247 | 198 | ||||||||||||
Other income |
19 | 25 | 62 | 50 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total non-interest income |
840 | 1,379 | 2,249 | 2,046 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-interest expense: |
||||||||||||||||
Salaries and employee benefits |
4,677 | 3,751 | 7,833 | 8,069 | ||||||||||||
Director compensation |
137 | 128 | 259 | 269 | ||||||||||||
Occupancy expense |
375 | 337 | 637 | 671 | ||||||||||||
Equipment expense |
254 | 281 | 548 | 576 | ||||||||||||
Marketing |
149 | 201 | 361 | 364 | ||||||||||||
Data processing |
724 | 671 | 1,407 | 1,166 | ||||||||||||
Deposit insurance fees |
74 | 59 | 125 | 117 | ||||||||||||
Professional fees and assessments |
515 | 481 | 834 | 891 | ||||||||||||
Debit card fees |
86 | 91 | 196 | 218 | ||||||||||||
Employee travel and education expenses |
66 | 43 | 120 | 100 | ||||||||||||
Other expense |
558 | 382 | 762 | 746 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total non-interest expense |
7,615 | 6,425 | 13,082 | 13,187 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income tax expense (benefit) |
696 | 2,170 | 3,222 | 1,055 | ||||||||||||
Income tax expense (benefit) |
124 | 429 | 601 | (24 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 572 | $ | 1,741 | $ | 2,621 | $ | 1,079 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Earnings per share: |
||||||||||||||||
Basic |
$ | 0.10 | $ | 0.30 | $ | 0.45 | $ | 0.18 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted |
$ | 0.10 | $ | 0.30 | $ | 0.45 | $ | 0.18 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted Average Shares: |
||||||||||||||||
Basic |
5,771,234 | 5,827,589 | 5,817,509 | 5,865,098 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted |
5,790,723 | 5,827,589 | 5,817,509 | 5,865,098 | ||||||||||||
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-4
FIRST SEACOAST BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Six Months Ended June 30, |
Year Ended December 31, |
|||||||||||||||
2022 | 2021 | 2021 | 2020 | |||||||||||||
(Dollars in thousands) | (Unaudited) | |||||||||||||||
Net income |
$ | 572 | $ | 1,741 | $ | 2,621 | $ | 1,079 | ||||||||
Other comprehensive (loss) income, net of income taxes: |
||||||||||||||||
Securities available-for-sale: |
||||||||||||||||
Unrealized holding (losses) gains on securities available-for-sale arising during the period, net of income taxes of $(3,535), $(107), $(381) and $359, respectively |
(9,518 | ) | (287 | ) | (1,026 | ) | 967 | |||||||||
Reclassification adjustment for securities gains, net and net amortization of bond premiums included in net income, net of income taxes of $118, $(59), $44 and $(3), respectively |
317 | (158 | ) | 120 | (7 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total unrealized (loss) gain on securities available-for-sale |
(9,201 | ) | (445 | ) | (906 | ) | 960 | |||||||||
Derivatives: |
||||||||||||||||
Change in interest rate swaps, net of income taxes of $146, $47, $78 and $(38), respectively |
392 | 127 | 211 | (102 | ) | |||||||||||
Reclassification adjustment for net interest expense on swaps included in net income, net of income taxes of $2, $5, $13 and $1, respectively |
5 | 13 | 35 | 2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total change in interest rate swaps |
397 | 140 | 246 | (100 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive (loss) income |
(8,804 | ) | (305 | ) | (660 | ) | 860 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive (loss) income |
$ | (8,232 | ) | $ | 1,436 | $ | 1,961 | $ | 1,939 | |||||||
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-5
FIRST SEACOAST BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Dollars in thousands) | Shares of Common Stock |
Common Stock |
Additional Paid-in Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Treasury Stock |
Unearned Stock Compensation |
Total Stockholders Equity |
||||||||||||||||||||||||
Balance December 31, 2019 |
6,083,500 | $ | 61 | $ | 25,636 | $ | 33,113 | $ | 521 | $ | | $ | (2,265 | ) | $ | 57,066 | ||||||||||||||||
Net income |
| | | 1,079 | | | | 1,079 | ||||||||||||||||||||||||
Other comprehensive income |
| | | | 860 | | | 860 | ||||||||||||||||||||||||
Treasury stock activity |
(25,476 | ) | | | | | (233 | ) | | (233 | ) | |||||||||||||||||||||
ESOP shares earned - 11,924 shares |
| | (30 | ) | | | | 119 | 89 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance December 31, 2020 |
6,058,024 | 61 | 25,606 | 34,192 | 1,381 | (233 | ) | (2,146 | ) | 58,861 | ||||||||||||||||||||||
Net income |
| | | 2,621 | | | | 2,621 | ||||||||||||||||||||||||
Other comprehensive loss |
| | | | (660 | ) | | | (660 | ) | ||||||||||||||||||||||
Treasury stock activity |
(52,957 | ) | | | | | (515 | ) | | (515 | ) | |||||||||||||||||||||
Issuance of stock compensation |
118,270 | 1 | 1,181 | | | | (1,182 | ) | | |||||||||||||||||||||||
Amortization of unearned stock compensation |
| | | | | | 46 | 46 | ||||||||||||||||||||||||
ESOP shares earned - 11,924 shares |
| | (4 | ) | | | | 119 | 115 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance December 31, 2021 |
6,123,337 | 62 | 26,783 | 36,813 | 721 | (748 | ) | (3,163 | ) | 60,468 | ||||||||||||||||||||||
Net income |
| | | 572 | | | | 572 | ||||||||||||||||||||||||
Other comprehensive loss |
| | | | (8,804 | ) | | | (8,804 | ) | ||||||||||||||||||||||
Treasury stock activity |
(58,446 | ) | | | | | (623 | ) | | (623 | ) | |||||||||||||||||||||
Amortization of unearned stock compensation |
| | | | | | 197 | 197 | ||||||||||||||||||||||||
ESOP shares earned - 5,962 shares |
| | 2 | | | | 60 | 62 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance June 30, 2022 (Unaudited) |
6,064,891 | $ | 62 | $ | 26,785 | $ | 37,385 | $ | (8,083 | ) | $ | (1,371 | ) | $ | (2,906 | ) | $ | 51,872 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
FIRST SEACOAST BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, |
Year Ended December 31, |
|||||||||||||||
2022 | 2021 | 2021 | 2020 | |||||||||||||
(Dollars in thousands) | (Unaudited) | |||||||||||||||
Cash flows from operating activities: |
||||||||||||||||
Net income |
$ | 572 | $ | 1,741 | $ | 2,621 | $ | 1,079 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||||||
ESOP expense |
62 | 57 | 115 | 89 | ||||||||||||
Stock based compensation |
197 | | 46 | | ||||||||||||
Depreciation and amortization |
271 | 281 | 561 | 576 | ||||||||||||
Net amortization of bond premium |
487 | 318 | 699 | 399 | ||||||||||||
Provision for loan losses |
60 | 85 | 205 | 480 | ||||||||||||
Gain on sale of loans |
(2 | ) | (88 | ) | (130 | ) | (323 | ) | ||||||||
Securities gains, net |
(52 | ) | (535 | ) | (535 | ) | (410 | ) | ||||||||
Proceeds from loans sold |
497 | 3,000 | 6,198 | 12,008 | ||||||||||||
Origination of loans sold |
(495 | ) | (2,912 | ) | (6,068 | ) | (11,685 | ) | ||||||||
Increase in bank-owned life insurance |
(41 | ) | (40 | ) | (105 | ) | (89 | ) | ||||||||
(Increase) decrease in deferred loan costs |
(511 | ) | (368 | ) | (945 | ) | 351 | |||||||||
Deferred tax expense (benefit) |
130 | 108 | 309 | (337 | ) | |||||||||||
(Increase) decrease in accrued interest receivable |
(147 | ) | 79 | (87 | ) | (177 | ) | |||||||||
(Increase) decrease in other assets |
(164 | ) | (218 | ) | (771 | ) | 488 | |||||||||
(Decrease) increase in deferred compensation liability |
(79 | ) | (26 | ) | 62 | 60 | ||||||||||
Increase (decrease) in other liabilities |
2,137 | 983 | 246 | (1,088 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by operating activities |
2,922 | 2,465 | 2,421 | 1,421 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash flows from investing activities: |
||||||||||||||||
Proceeds from sales, maturities and principal payments received from securities available-for-sale |
2,542 | 18,443 | 20,037 | 27,433 | ||||||||||||
Purchase of securities available-for-sale |
(27,617 | ) | (30,520 | ) | (57,339 | ) | (36,791 | ) | ||||||||
Purchase of property and equipment |
(89 | ) | (31 | ) | (36 | ) | (316 | ) | ||||||||
Loan purchases |
(2,816 | ) | (8,506 | ) | (16,022 | ) | (9,901 | ) | ||||||||
Loan originations and principal collections, net |
(5,633 | ) | 557 | 8,468 | (13,772 | ) | ||||||||||
Net loan (charge offs) recoveries |
(6 | ) | 39 | 43 | 22 | |||||||||||
Net (purchase) redemption of Federal Home Loan Bank stock |
(996 | ) | (226 | ) | 108 | 1,175 | ||||||||||
Proceeds from sales of interest bearing time deposits with other banks |
249 | | 1,243 | 247 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash used by investing activities |
(34,366 | ) | (20,244 | ) | (43,498 | ) | (31,903 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash flows from financing activities: |
||||||||||||||||
Net (decrease) increase in NOW, demand deposits, money market and savings accounts |
(1,865 | ) | 33,366 | 56,204 | 58,116 | |||||||||||
Net (decrease) increase in certificates of deposit |
(3,510 | ) | 9,624 | 9,658 | (12,351 | ) | ||||||||||
Increase (decrease) in mortgagors tax escrow accounts |
73 | (621 | ) | (768 | ) | 834 | ||||||||||
Treasury stock purchases |
(623 | ) | (403 | ) | (515 | ) | (233 | ) | ||||||||
Net proceeds (payments ) from short-term FHLB advances |
37,050 | (95 | ) | (95 | ) | (24,812 | ) | |||||||||
Proceeds from long-term FHLB advances |
| 5,000 | 15,430 | 21,105 | ||||||||||||
Payments on long-term FHLB advances |
(2,262 | ) | | (20,000 | ) | (28,385 | ) | |||||||||
Proceeds from short-term FRB advances |
| | | 25,713 | ||||||||||||
Payments on short-term FRB advances |
| (13,956 | ) | (18,195 | ) | (7,518 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by financing activities |
28,863 | 32,915 | 41,719 | 32,469 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net change in cash and cash equivalents |
(2,581 | ) | 15,136 | 642 | 1,987 | |||||||||||
Cash and cash equivalents at beginning of period |
6,638 | 5,996 | 5,996 | 4,009 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at end of period |
$ | 4,057 | $ | 21,132 | $ | 6,638 | $ | 5,996 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Supplemental disclosure of cash flow information: |
||||||||||||||||
Cash activities: |
||||||||||||||||
Cash paid for interest |
$ | 379 | $ | 531 | $ | 1,282 | $ | 3,162 | ||||||||
Cash paid for income taxes |
38 | 162 | 386 | 447 | ||||||||||||
Noncash activities: |
||||||||||||||||
Effect of change in fair value of securities available-for-sale: |
||||||||||||||||
Securities available-for-sale |
(12,618 | ) | (611 | ) | (1,243 | ) | 1,316 | |||||||||
Deferred taxes |
3,417 | 166 | 337 | (356 | ) | |||||||||||
Other comprehensive (loss) income |
(9,201 | ) | (445 | ) | (906 | ) | 960 | |||||||||
Effect of change in fair value of interest rate swaps: |
||||||||||||||||
Interest rate swaps |
544 | 192 | 337 | (137 | ) | |||||||||||
Deferred taxes |
(147 | ) | (52 | ) | (91 | ) | 37 | |||||||||
Other comprehensive income (loss) |
397 | 140 | 246 | (100 | ) | |||||||||||
Effect of the adoption of ASU 2016-02: |
||||||||||||||||
Other assets |
224 | | | | ||||||||||||
Other liabilities |
224 | | | |
The accompanying notes are an integral part of these consolidated financial statements.
F-7
FIRST SEACOAST BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2022 (Unaudited) and December 31, 2021 and 2020, and Six Months Ended June 30, 2022 and 2021 (Unaudited) and Years Ended December 31, 2021 and 2020
1. | The Company |
The accompanying consolidated financial statements include the accounts of First Seacoast Bancorp (the Company), its wholly-owned subsidiary, First Seacoast Bank (the Bank) and the Banks wholly-owned subsidiary, FSB Service Corporation, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.
Corporate Structure
The Company is the federally-chartered holding company for the Bank (formerly named Federal Savings Bank). Effective July 16, 2019, pursuant to a Plan of Reorganization from Mutual Savings Bank to Mutual Holding Company and Stock Issuance Plan, the Bank reorganized into the mutual holding company structure, and the Company completed a concurrent stock offering.
The Bank offers a full range of banking and wealth management services to its customers. The Bank focuses on four core services that center around customer needs. The core services include residential lending, commercial banking, personal banking and wealth management. The Bank offers a full range of commercial and consumer banking services through its network of five full-service branch locations.
Investment management services are offered through FSB Wealth Management. FSB Wealth Management is a division of First Seacoast Bank. The division currently consists of two financial advisors who are located in Dover, New Hampshire. FSB Wealth Management provides access to non-FDIC insured products that include retirement planning, portfolio management, investment and insurance strategies, business retirement plans and college planning to individuals throughout our primary market area. These investments and services are offered through a third-party registered broker-dealer and investment advisor. FSB Wealth Management receives fees from advisory services and commissions on individual investment and insurance products purchased by clients. The assets held for wealth management customers are not assets of the Bank and, accordingly, are not reflected in the Companys consolidated balance sheets. Assets under management totaled approximately $85.6 million, $88.0 million and $58.4 million at June 30, 2022, December 31, 2021 and December 31, 2020, respectively.
The Bank is engaged principally in the business of attracting deposits from the public and investing those funds in various types of loans, including residential and commercial real estate loans, and a variety of commercial and consumer loans. The Bank also invests its deposits and borrowed funds in investment securities. Deposits at the Bank are insured by the Federal Deposit and Insurance Corporation (FDIC) for the maximum amount permitted by law.
Banking services, the Companys only reportable operating segment, is managed as a single strategic unit.
2. | Summary of Significant Accounting Policies |
Basis of Presentation
The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP).
Use of Estimates
In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the
F-8
consolidated balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates that are particularly susceptible to change relate to the determination of the allowance for loan losses and the valuation of deferred tax assets.
Consolidated Statements of Cash Flows
For the purpose of reporting cash flows, cash includes cash and due from banks with original maturities of 90 days or less.
Reclassifications
Certain amounts in the prior years financial statements may have been reclassified to conform with the current years presentation.
Securities Available-for-Sale
Available-for-sale securities consist of debt securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. These assets are carried at fair value. Unrealized holding gains and losses for these assets, net of related deferred income taxes, are recorded in and reported as accumulated other comprehensive income within stockholders equity. For debt securities in an unrealized loss position, the Company considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer. The Company also determines whether it has the intent to sell the debt security or whether it is more likely than not it will be required to sell the debt security before the recovery of its amortized cost basis. If either condition is met, the Company will recognize a full impairment charge to earnings. For all other debt securities that are considered other-than-temporarily impaired and do not meet either condition, the credit loss portion of impairment will be recognized in earnings as realized losses. The other-than-temporary impairment related to all other factors will be recorded in accumulated other comprehensive income.
Gains and losses on the sale of available-for-sale securities are determined using the specific identification method. Premiums and discounts are recognized in interest income using the interest method. Discounts are recognized over the period to maturity. Premiums are recognized over the period to call, if applicable. Otherwise, premiums are recognized over the period to maturity.
Interest Bearing Time Deposits With Other Banks
The Company maintains time deposits with other banks and credit unions, which are fully insured by the FDIC or National Credit Union Administration (NCUA). Balances are carried at cost and the time deposits carry terms of up to four years.
Federal Home Loan Bank Stock
Federal Home Loan Bank (FHLB) stock is carried at cost and can only be sold to the FHLB based on its current redemption policies. The Company reviews its investment in capital stock of the FHLB for impairment based on the ultimate recoverability of the cost basis in the FHLB stock. Based on the most recent analysis of the FHLB, as of June 30, 2022, management deems its investment in FHLB stock to not be impaired.
F-9
Loans
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, net deferred loan origination fees/costs on originated loans or unamortized premiums or discounts on purchased loans. Interest income is accrued on the unpaid principal balance on a simple interest basis.
The accrual of interest on loans is discontinued at the time the loan is 90 days past due or determined to be impaired, if earlier. 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 such loans is reversed against interest income. For payments received on such loans, the interest is accounted for on the cash-basis or recorded as a reduction to loan principal if recovery is not assured, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Cash receipts of interest income on impaired loans are credited to principal to the extent necessary to eliminate doubt as to the collectability of the net carrying amount of the loan. Some or all of the cash receipts of interest income on impaired loans is recognized as interest income if the remaining net carrying amount of the loan is deemed to be fully collectible. When recognition of interest income on an impaired loan on a cash basis is appropriate, the amount of income that is recognized is limited to that which would have been accrued on the net carrying amount of the loan at the contractual interest rate. Any cash interest payments received in excess of the limit and not applied to reduce the net carrying amount of the loan are recorded as recoveries of charge-offs until the charge-offs are fully recovered.
Loan Origination Fees and Costs
Loan origination fees and certain direct loan origination costs are deferred and recognized in interest income as an adjustment to the loan yield over the life of the related loans. The unamortized net deferred fees and costs are included on the consolidated balance sheets with the related loan balances. The amount charged or credited to income is included with the related interest income.
Allowance for Loan Losses
The allowance for loan losses is established as losses that 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: commercial real estate; multifamily; commercial and industrial; acquisition; development and land; one to four family residential; home equity loans and lines of credit and consumer. Management uses a rolling average of historical losses based on a timeframe 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; credit quality trends; portfolio growth trends and concentrations; 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 changes in the policies or methodology pertaining to the general component of the allowance for loan losses during the six months ended June 30, 2022 and years ended December 31, 2021 and 2020.
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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:
Commercial Real Estate loans Loans in this segment are primarily income-producing properties throughout the Banks market area. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on the credit quality in this segment. Management generally obtains rent rolls annually and continually monitors the cash flows of these borrowers.
Multi-family Real Estate loans Loans in this segment are primarily income-producing properties throughout the Banks market area. A weakened economy, and resultant decreased consumer and business spending, will have an effect on the credit quality in this segment.
Commercial and Industrial loans Loans in this segment are made to businesses and are generally secured by assets of the business or real estate. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer and business spending, will have an effect on the credit quality in this segment.
Acquisition, Development and Land loans Loans in this segment primarily include speculative real estate development loans for which payment is derived from sale and/or lease up of the property. Credit risk is affected by cost overruns, time to sell at an adequate price and market conditions.
One- to Four-Family Residential Real Estate loans The Bank generally does not originate or purchase loans with a loan-to-value ratio greater than 80% and does not originate subprime loans, which are those loans to borrowers with a Fair Isaac Corporation (FICO) credit score of less than 660. Loans in this segment are generally collateralized by owner-occupied residential real estate and repayment is primarily dependent on the credit quality of the individual borrower and secondarily, liquidation of the collateral. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.
Home Equity Loans and Lines of Credit All loans in this segment are typically collateralized by a subordinate lien position on owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality of this segment.
Consumer Loans in this segment include secured and unsecured consumer loans including passbook loans, consumer lines of credit, overdraft protection, manufactured housing loans and consumer unsecured loans. Repayment is dependent on the credit quality and the cash flow of the individual borrower.
Allocated Component:
The allocated component relates to loans that are classified as impaired. The Bank assesses non-accrual loans and certain loans rated substandard or worse for impairment. 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.
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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 classified as impaired and therefore are subject to a specific review for impairment. Impaired loans are measured based on the present value of expected future cash flows discounted at the loans effective interest rate at the time of impairment or, as a practical expedient, at the loans observable market price or the fair value of the collateral if the loan is collateral-dependent. Generally, impairment on TDRs is measured using the discounted cash flow method by discounting expected cash flows by the loans contractual rate of interest in effect prior to the loans modification. Loans that have been classified as TDRs, and which subsequently default, are reviewed to determine if the loan should be deemed collateral-dependent. In such an instance, any shortfall between the value of the collateral and the book value of the loan is determined by measuring the recorded investment in the loan against the fair value of the collateral less costs to sell. Generally, all other impaired loans are collateral-dependent and impairment is measured through the collateral method. All loans on non-accrual status are considered to be impaired. When the measurement of the impaired loan is less than the recorded investment in the loan, the impairment is recorded through the allowance for loan losses. The Bank charges off the amount of any confirmed loan loss in the period when the loans, or portion of loans, are deemed uncollectible.
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 allocated and general reserves in the portfolio.
In the ordinary course of business, the Bank enters into commitments to extend credit, commercial letters of credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they are funded or become payable. The credit risk associated with these commitments is evaluated in a manner similar to the allowance for loan losses. The reserve for off-balance sheet commitments is included in other liabilities in the balance sheet. At June 30, 2022 and December 31, 2021 and 2020, the reserve for unfunded loan commitments was $18,000. The related provision for off-balance sheet credit losses is included in non-interest expense in the consolidated statements of income.
Land, Building and Equipment
Land is stated at cost. Building and equipment are stated at cost, less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets or the lease term for leasehold improvements unless renewal is reasonably assured. Maintenance and repair costs are included in operating expenses while major expenditures for improvements are capitalized and depreciated. The cost and related accumulated depreciation of assets sold, or otherwise disposed of, are removed from the related accounts and any gain or loss is included in earnings.
Bank-owned Life Insurance
Bank-owned life insurance policies are reflected on the consolidated balance sheets 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 on the consolidated statements of income and are generally not subject to income taxes. The Company reviews the financial strength of the insurance carriers prior to the purchase of life insurance policies and no less than annually thereafter. A life insurance policy with any individual carrier is limited to 15% of Tier one capital, and the total cash surrender value of life insurance policies is limited to 25% of Tier one capital at the time of purchase.
Treasury Stock
The Company records common stock purchased for treasury at cost. At the date of subsequent reissue, the treasury stock account is reduced by the cost of such stock on the first-in, first-out basis.
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Transfers and Servicing 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 Company, (2) the transferee obtains the right to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets.
During the normal course of business, the Company may transfer whole loans or a portion of a financial asset, such as 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 will 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.
The Company services mortgage loans for others. Loan servicing fee income is reported in the consolidated statements of income as loan servicing fee income. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned. Late fees and ancillary fees related to loan servicing are not material.
Mortgage servicing rights (MSR) are initially recorded as an asset and measured at fair value when loans are sold to third parties with servicing rights retained. MSR are initially recorded at fair value by using a discounted cash flow model to calculate the present value of estimated future net servicing income. The Companys MSR accounted for under the fair value method are carried on the balance sheet at fair value with changes in fair value recorded in loan servicing fee income in the period in which the change occurs. Changes in the fair value of MSR are primarily due to changes in valuation inputs, assumptions and the collection and realization of expected cash flows.
Customer List Intangible
On August 17, 2021, the Bank entered into a definitive agreement with an investment advisory and wealth management firm (the seller) to purchase certain of its client accounts and client relationships for a purchase price of $347,000 (included in other assets at June 30, 2022 and December 31, 2021, net of accumulated amortization), of which $172,000 was paid at closing. Each client account has been assigned a value, and as each client transfers to the Bank, 85% of this value will be paid to the seller. By December 31, 2022, or upon mutual agreement that the transition of client accounts is complete, whichever is earlier, the balance of the purchase price will be paid to the seller. As of June 30, 2022, approximately $23.4 million of purchased client accounts are included in total assets under management. The client accounts purchased are recorded as a customer list intangible asset. Identifiable intangible assets that are subject to amortization will be reviewed for impairment, at least annually, based on their fair value. Any impairment will be recognized as a charge to earnings and the adjusted carrying amount of the intangible asset will become its new accounting basis. The remaining useful life of the intangible asset will also be evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company is amortizing the customer list intangible on a straight-line basis over a ten year period. During the six months ended June 30, 2022 and 2021, $18,000 and $-0- of amortization expense was recorded in other expense, respectively. During the years ended December 31, 2021 and 2020, $13,000 and $-0- of amortization expense was recorded in other expense, respectively.
Revenue Recognition
Accounting Standards Codification (ASC) section 606, Revenue from Contracts with Customers (ASC 606), establishes principles for reporting information about the nature, amount, timing and uncertainty of
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revenue and cash flows arising from the entitys contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The majority of our revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as our loans, letters of credit and investments securities, as well as revenue related to our mortgage servicing activities and bank owned life insurance, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our revenue-generating activities that are within the scope of ASC 606 and which are presented in our income statements as components of noninterest income are as follows:
| Customer service feesthese represent general service fees for monthly account maintenance and activity- or transaction- based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer, debit card transaction or ATM withdrawal). Payment for such performance obligations are generally received at the time the performance obligations are satisfied. |
| Investment service feesthese represent fees for investment advisory services, which are generally based on the market values of assets under management, and commissions earned on individual investment and insurance products purchased by clients of FSB Wealth Management. Revenue is recognized when a performance obligation is completed, which is generally monthly for investment advisory services or when an investment product is purchased. Payment for such performance obligations is generally received in the month following the time the performance obligations are satisfied. |
Advertising Expense
Advertising costs are expensed as incurred and recorded within marketing expense.
Employee Stock Ownership Plan
The Company maintains the First Seacoast Bank Employee Stock Ownership Plan (ESOP) to provide eligible employees of the company the opportunity to own company common stock. The ESOP is a tax-qualified retirement plan for the benefit of company employees.
Defined Contribution Plan
During the six months ended June 30, 2022 and years ended December 31, 2021 and 2020, the Company sponsored a 401(k) defined contribution plan for substantially all employees pursuant to which employees of the Company could elect to make contributions to the plan subject to Internal Revenue Service limits. The Company also made matching and profit-sharing contributions to eligible participants in accordance with plan provisions.
Stock Based Compensation
Effective May 27, 2021, the Company adopted the First Seacoast Bancorp 2021 Equity Incentive Plan (the 2021 Plan). The Companys stockholders approved the 2021 plan on that date. The 2021 Plan provides for the granting of incentive and non-statutory stock options to purchase shares of common stock or the granting of shares of restricted stock awards and restricted stock units. The 2021 Plan authorizes the issuance or delivery to participants of up to 417,327 shares of common stock. Of this number, the maximum number of shares of common stock that may be issued pursuant to the exercise of stock options is 298,091 shares, and the maximum
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number of shares of common stock that may be issued as restricted stock awards or restricted stock units is 119,236 shares.
The Company recognizes stock-based compensation based on the grant-date fair value of the award adjusted for actual forfeitures. The Company will value share-based stock option awards as granted using the Black-Scholes option-pricing model. The Company recognizes compensation expense for its awards on a straight-line basis over the requisite service period for the entire award (straight-line attribution method), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant-date fair value of the award that is vested at that time.
Defined Benefit Plan
The Company participates in the Pentegra Defined Benefit Plan for Financial Institutions (The Pentegra DB Plan), a tax-qualified defined benefit pension plan. The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and as a multiple-employer plan 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 Companys funding policy is to make an annual contribution determined by the Pentegra DB Plan actuaries that will not be less than the minimum required contribution nor greater than the maximum federal income tax deductible limit. Contributions are based on the individual employers experience.
Supplemental Executive Retirement Plans
The Company maintains nonqualified supplemental executive benefit agreements with certain directors and its current and former Presidents and certain officers. The agreements provide supplemental retirement benefits payable in installments over a period of years upon retirement or death and for the crediting to a liability account a fixed amount of compensation, which earns interest at a rate determined in the agreement. The Company recognizes the cost of providing these benefits over the time period the individuals render service through the retirement date. At each measurement date, the aggregate amount accrued equals the then present value of the benefits expected to be provided to the individual in exchange for the individuals service to that date.
Income Taxes
Provisions for income taxes are based on taxes currently payable or refundable and deferred income taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. 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.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the more-likely-than-not threshold, based upon the technical merits of the position. Estimated interest and penalties, if applicable, related to uncertain tax positions are included as a component of provision for income taxes. The Company has evaluated the positions taken on its tax returns filed and the potential impact on its tax status as of June 30, 2022. The Company has concluded that no uncertain tax positions exist at June 30, 2022.
Management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any necessary valuation allowance recorded against net deferred tax assets. The process involves summarizing temporary differences resulting from the different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities which are included within the consolidated
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balance sheets. Management then assesses the likelihood that deferred tax assets will be recovered from future taxable income and, to the extent our management believes recovery is not likely, a valuation allowance is established. To the extent that we establish or adjust a valuation allowance in a period, an expense or benefit is recorded within the tax provision in the consolidated statements of income.
Comprehensive Income
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 securities available-for-sale, are reported as a separate component of the stockholders equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income. The Company also records changes in the fair value of interest rate derivatives used in its cash flow hedging activities, net of deferred income tax, in comprehensive income.
Earnings Per Share
Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed in a manner similar to that of basic earnings per share except that the weighted-average number of common shares outstanding is increased to include the number of incremental common shares (computed using the treasury method) that would have been outstanding if all potentially dilutive common stock equivalents were issued during the period. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations. Securities that could potentially dilute basic earnings per common share in the future (i.e. unvested restricted stock) were not included in the computation of diluted earnings per common share because to do so would have been antidilutive for 2021. All unvested stock based compensation awards exclude the right to receive non-forfeitable dividends and are considered nonparticipating securities and exclude the right to participate with common stock in undistributed earnings for purposes of computing earnings per share.
Derivative Instruments and Hedging Activities
Derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value. The accounting for changes in the fair value of such derivatives depends on the intended use of the derivative and resulting designation. For derivatives designated as cash flow hedges, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, as non-interest income.
Risks and Uncertainties
The Bank and the Banks defined benefit pension plan invest in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect the amounts reported in the consolidated balance sheet or statement of income.
On March 11, 2020, the world health organization declared the outbreak of COVID-19 a global pandemic. Since then, the COVID-19 pandemic has continued to evolve and mutate, including through its variants, and has adversely affected, and may continue to adversely affect, local, national and global economic activity. Actions taken to help mitigate the spread of COVID-19 include restrictions on travel, localized quarantines, and government-mandated closures of certain businesses. While certain of these restrictions have been loosened, the same or new restrictions may be implemented again. Although vaccines for COVID-19 have largely been made available in the U.S., the ultimate efficacy of the vaccines will depend on various factors including, the number
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of people who receive the vaccines as well as the vaccines effectiveness against contracting and spreading COVID-19 and any of its existing or new variants. Despite the many government stimulus programs introduced during the pandemic, the extent of any prolonged impact to the economy could adversely affect the ability of the Companys borrowers to satisfy their obligations, decrease the demand for loans, disrupt banking operations, impact liquidity or cause a decline in collateral values. While management has taken measures to mitigate the impact of the pandemic, such as temporary branch closures, transitioning to a more remote work environment and participation in government stimulus programs, the long-term impact to the Company remains uncertain.
Most of the Companys business activity is with customers located within the New Hampshire and southern Maine Seacoast region. The Company has limited or no direct exposure to industries expected to be hardest hit by the COVID-19 pandemic, including oil and gas/energy, credit cards, airlines, cruise ships, arts/entertainment/recreation, casinos and shopping malls. The Companys exposure to the transportation and hospitality/restaurant industries amounted to less than 5% of the gross loan portfolio at June 30, 2022.
3. | Recent Accounting Pronouncements |
As an emerging growth company, as defined in Title 1 of Jumpstart Our Business Startups (JOBS) Act, the Company has elected to use the extended transition period to delay adoption of new or reissued accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result, the Companys consolidated financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards without an extended transition period. As of June 30, 2022, there was no significant difference in the comparability of the Companys consolidated financial statements as a result of this extended transition period except for the accounting treatment for measuring and recording the Companys allowance for loan losses. The Company measures and records an allowance for loan losses based upon the incurred loss model while other public companies may be required to calculate their allowance for loan losses based upon the current expected credit loss (CECL) model. The CECL approach requires an estimate of the loan loss expected over the life of the loan, while the incurred loss approach delays the recognition of a loan loss until it is probable a loss event has incurred. The Companys status as an emerging growth company will end on the earlier of: (i) the last day of the fiscal year of the Company during which it had total annual gross revenues of $1.07 billion (as adjusted for inflation) or more; (ii) the last day of the fiscal year of the Company following the fifth anniversary of the effective date of the Companys initial public offering (which will be December 31, 2024 for First Seacoast Bancorp); (iii) the date on which the Company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which the 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).
The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on the Companys consolidated financial statements.
In March 2022, the FASB issued ASU 2022-2,Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures, which eliminates the troubled debt restructuring (TDR) accounting model for creditors that have adopted Topic 326, Financial Instruments Credit Losses. All other creditors must continue to apply the TDR accounting model until they adopt ASU 2016-13,Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Due to the removal of the TDR accounting model, all loan modifications now will be accounted for under the general loan modification guidance in Subtopic 310-20. In addition, on a prospective basis, entities will be subject to new disclosure requirements covering modifications of receivables to borrowers experiencing financial difficulty. Public business entities within the scope of the Topic 326 vintage disclosure requirements also will be required to prospectively disclose current-period gross write-off information by vintage (that is, year of origination). This ASU becomes effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements.
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In January 2021, the FASB issued ASU 2021-1, Reference Rate Reform (Topic 848) (Scope), which clarifies certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting applied to derivatives that are affected by the discounting transition. This ASU becomes effective immediately for all entities on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final Update, up to the date that financial statements are available to be issued. The adoption of this ASU is not expected to have a material impact on the Companys consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), which provides optional guidance to ease the potential burden in accounting due to reference rate reform. The guidance in this update provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made, and hedging relationships entered into, on or before December 31, 2022. The Company is currently evaluating its contracts and the optional expedients provided by the new standard.
In February 2020, the FASB issued ASU 2020-2, Financial Instruments Credit Losses (Topic 326) and Leases (Topic 842) Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). This ASU adds an SEC paragraph pursuant to the issuance of SEC SAB Topic No. 119 to the FASB Codification Topic 326 and updates the SEC section of the Codification for the change in the effective dates of Topic 842. This ASU primarily details guidance on what SEC staff would expect a registrant to perform and document when measuring and recording its allowance for credit losses for financial assets recorded at amortized cost.
In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments Credit Losses, to increase stakeholder awareness of the improvements made to the various amendments to Topic 326 and to clarify certain areas of guidance as companies transition to the new standard. Also during November 2019, the FASB issued ASU 2019-10, Financial Instruments Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, finalizing various effective date deferrals for private companies, not-for-profit organizations and certain smaller reporting companies applying the credit losses (CECL), leases and hedging standards. The effective date for ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, is deferred to years beginning after December 15, 2022.
In April 2019, the FASB issued ASU 2019-04,Codification Improvements to Topic 326, Financial Instruments Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, to increase stakeholders awareness of the amendments and to expedite improvements to the Codification. In May 2019, the FASB issued ASU 2019-05, Financial InstrumentsCredit Losses, Topic 326. This ASU addresses certain stakeholders concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information.
In June 2016, the FASB issued ASU 2016-13,Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which creates a new credit impairment standard for financial assets measured at amortized cost and available-for-sale debt securities. The ASU requires financial assets measured at amortized cost (including loans and held-to-maturity debt securities) to be presented at the net
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amount expected to be collected, through an allowance for credit losses that are expected to occur over the remaining life of the asset, rather than incurred losses. The ASU requires that credit losses on available-for-sale debt securities be presented as an allowance rather than as a direct write-down. The measurement of credit losses for newly recognized financial assets (other than certain purchased assets) and subsequent changes in the allowance for credit losses are recorded in the statement of income as the amounts expected to be collected change. The ASU was originally to be effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. In November 2018, the FASB issued ASU 2018-19,Codification Improvements to Topic 326, Financial Instruments-Credit Losses, extending the implementation date by one year for smaller reporting companies and clarifying that operating lease receivables are outside the scope of Accounting. On October 16, 2019, the FASB approved a proposal to delay the implementation of this standard for smaller reporting companies to years beginning after December 15, 2022. Early adoption is permitted. Upon adoption, however, the Company will apply the standards provisions as a cumulative effect adjustment to equity capital as of the first reporting period in which the guidance is effective. Upon adoption, the Company expects a change in the processes and procedures to calculate the allowance for loan losses, including changes in the assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. The Company is reviewing the requirements of ASU 2016-13 and is developing and implementing processes and procedures to ensure it is fully compliant with the amendments at the adoption date. At this time, the Company anticipates the allowance for loan losses and allowance for unfunded commitments will increase as a result of the implementation of this ASU; however, until its evaluation is complete, the magnitude of the increase will be unknown.
4. | Interest Bearing Time Deposits with Other Banks |
At June 30, 2022, the Companys time deposits mature as follows:
(Dollars in thousands) | Total | |||
2022 |
$ | 249 | ||
2023 |
747 | |||
|
|
|||
$ | 996 | |||
|
|
5. | Securities Available-for-Sale |
The amortized cost and fair value of securities available-for-sale, and the corresponding amounts of gross unrealized gains and losses, are as follows as of June 30, 2022, December 31, 2021 and 2020:
June 30, 2022 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
U.S. Government-sponsored enterprises obligations |
$ | 6,553 | $ | | $ | (712 | ) | $ | 5,841 | |||||||
U.S. Government agency small business administration pools guaranteed by SBA |
10,047 | 5 | (624 | ) | 9,428 | |||||||||||
Collateralized mortgage obligations issued by the FHLMC, FNMA and GNMA |
6,333 | | (440 | ) | 5,893 | |||||||||||
Residential mortgage-backed securities |
27,710 | 8 | (3,434 | ) | 24,284 | |||||||||||
Municipal bonds |
59,514 | 27 | (6,242 | ) | 53,299 | |||||||||||
Corporate subordinated debt |
5,060 | | (418 | ) | 4,642 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 115,217 | $ | 40 | $ | (11,870 | ) | $ | 103,387 | ||||||||
|
|
|
|
|
|
|
|
F-19
December 31, 2021 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
U.S. Government-sponsored enterprises obligations |
$ | 6,098 | $ | | $ | (127 | ) | $ | 5,971 | |||||||
U.S. Government agency small business administration pools guaranteed by SBA |
5,059 | 22 | (36 | ) | 5,045 | |||||||||||
Collateralized mortgage obligations issued by the FHLMC, FNMA and GNMA |
3,400 | 1 | (69 | ) | 3,332 | |||||||||||
Residential mortgage-backed securities |
23,784 | 32 | (484 | ) | 23,332 | |||||||||||
Municipal bonds |
49,164 | 1,501 | (52 | ) | 50,613 | |||||||||||
Corporate subordinated debt |
3,072 | | | 3,072 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 90,577 | $ | 1,556 | $ | (768 | ) | $ | 91,365 | ||||||||
|
|
|
|
|
|
|
|
December 31, 2020 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
U.S. Government-sponsored enterprises obligations |
$ | 997 | $ | | $ | (24 | ) | $ | 973 | |||||||
U.S. Government agency small business administration pools guaranteed by SBA |
2,399 | 71 | | 2,470 | ||||||||||||
Collateralized mortgage obligations issued by the FHLMC |
938 | 11 | | 949 | ||||||||||||
Residential mortgage-backed securities |
5,100 | 49 | (13 | ) | 5,136 | |||||||||||
Municipal bonds |
44,005 | 1,944 | (7 | ) | 45,942 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 53,439 | $ | 2,075 | $ | (44 | ) | $ | 55,470 | ||||||||
|
|
|
|
|
|
|
|
The amortized cost and fair values of available-for-sale securities at June 30, 2022 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Amortized Cost |
Fair Value | |||||||
(Dollars in thousands) | ||||||||
June 30, 2022 |
||||||||
Due in one year or less |
$ | | $ | | ||||
Due after one year through five years |
| | ||||||
Due after five years through ten years |
13,304 | 12,129 | ||||||
Due after ten years |
57,823 | 51,653 | ||||||
|
|
|
|
|||||
Total U.S. Government-sponsored enterprises obligations, municipal bonds and corporate subordinated debt |
71,127 | 63,782 | ||||||
U.S. Government agency small business pools guaranteed by SBA(1) |
10,047 | 9,428 | ||||||
Collateralized mortgage obligations issued by the FHLMC, FNMA and GNMA(1) |
6,333 | 5,893 | ||||||
Residential mortgage-backed securities(1) |
27,710 | 24,284 | ||||||
|
|
|
|
|||||
Total |
$ | 115,217 | $ | 103,387 | ||||
|
|
|
|
(1) | Actual maturities for these debt securities are dependent upon the interest rate environment and prepayments on the underlying loans. |
F-20
Proceeds from sales, maturities, principal payments received and gross realized gains and losses on available-for-sale securities were as follows for the six months ended June 30:
Six Months Ended June 30, |
||||||||
2022 | 2021 | |||||||
(Dollars in thousands) | ||||||||
Proceeds from sales, maturities, and principal payments received on securities available-for-sale |
$ | 2,542 | $ | 18,443 | ||||
|
|
|
|
|||||
Gross realized gains |
52 | 588 | ||||||
Gross realized losses |
| (53 | ) | |||||
|
|
|
|
|||||
Net realized gains |
$ | 52 | $ | 535 | ||||
|
|
|
|
Proceeds from sales, maturities, principal payments received and gross realized gains and losses on available-for-sale securities were as follows for the years ended December 31:
December 31, | ||||||||
2021 | 2020 | |||||||
(Dollars in thousands) | ||||||||
Proceeds from sales, maturities and principal payments received on securities available-for-sale |
$ | 20,037 | $ | 27,433 | ||||
|
|
|
|
|||||
Gross realized gains |
588 | 437 | ||||||
Gross realized losses |
(53 | ) | (27 | ) | ||||
|
|
|
|
|||||
Net realized gains |
$ | 535 | $ | 410 | ||||
|
|
|
|
The following is a summary of gross unrealized losses and fair value for those investments with unrealized losses, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position, at June 30, 2022, December 31, 2021 and 2020.
F-21
December 31, 2021 |
||||||||||||||||||||||||||||||||
U.S. Government sponsored enterprises obligations |
7 | $ | 5,022 | $ | (80 | ) | 2 | $ | 949 | $ | (47 | ) | $ | 5,971 | $ | (127 | ) | |||||||||||||||
U.S. Government agency small business administration pools guaranteed by SBA |
3 | 2,988 | (36 | ) | | | | 2,988 | (36 | ) | ||||||||||||||||||||||
Collateralized mortgage obligations issued by the FHLMC, FNMA and GNMA |
4 | 2,779 | (69 | ) | | | | 2,779 | (69 | ) | ||||||||||||||||||||||
Residential mortgage backed securities |
22 | 19,541 | (399 | ) | 1 | 2,304 | (85 | ) | 21,845 | (484 | ) | |||||||||||||||||||||
Municipal bonds |
7 | 6,494 | (49 | ) | 1 | 584 | (3 | ) | 7,078 | (52 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
43 | $ | 36,824 | $ | (633 | ) | 4 | $ | 3,837 | $ | (135 | ) | $ | 40,661 | $ | (768 | ) | ||||||||||||||||
|
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|
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|
|
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|
|
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|
|
|
|||||||||||||||||
December 31, 2020 |
||||||||||||||||||||||||||||||||
U.S. Government sponsored enterprises obligations |
2 | $ | 973 | $ | (24 | ) | | $ | | $ | | $ | 973 | $ | (24 | ) | ||||||||||||||||
U.S. Government agency small business administration pools guaranteed by SBA |
| | | | | | | | ||||||||||||||||||||||||
Collateralized mortgage obligations issued by the FHLMC |
| | | | | | | | ||||||||||||||||||||||||
Residential mortgage backed securities |
1 | 3,102 | (13 | ) | | | | 3,102 | (13 | ) | ||||||||||||||||||||||
Municipal bonds |
4 | 2,381 | (7 | ) | | | | 2,381 | (7 | ) | ||||||||||||||||||||||
|
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|
|
|
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|
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|
|
|||||||||||||||||
7 | $ | 6,456 | $ | (44 | ) | | $ | | $ | | $ | 6,456 | $ | (44 | ) | |||||||||||||||||
|
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|
|
In evaluating whether investments have suffered an other-than-temporary decline, management evaluated the amount of the decline compared to cost, the length of time and extent to which fair value has been less than cost, the underlying creditworthiness of the issuer, the fair values exhibited during the year and estimated future fair values. In general, management concluded the declines are due to coupon rates compared to market rates and current economic conditions. The Company does not intend to sell investments with unrealized losses, and it is more likely than not that the Company will not be required to sell these investments before recovery of their amortized cost basis. Based on evaluations of the underlying issuers financial condition, current trends and economic conditions, management does not believe any securities suffered an other-than-temporary decline in value as of June 30, 2022.
As of June 30, 2022, December 31, 2021 and 2020, there were no holdings of securities of any issuer, other than the SBA, FHLMC and FNMA, whose aggregate carrying value exceeded 10% of stockholders equity.
6. | Loans |
The Banks lending activities are primarily conducted in and around Dover, New Hampshire and in the areas surrounding its branches. The Bank originates commercial real estate loans, multifamily 5+ dwelling unit loans, commercial and industrial loans, acquisition, development and land loans, one- to four-family residential loans, home equity loans and lines of credit and consumer loans. Most loans originated by the Bank are collateralized by real estate. The ability and willingness of real estate, commercial and construction loan borrowers to honor their repayment commitments is generally dependent on the health of the real estate sector in the borrowers geographic area and the general economy.
F-22
In response to the COVID-19 pandemic, the Small Business Administration (SBA) established the Paycheck Protection Program (PPP), which was designed to aid small- and medium-sized businesses through federally guaranteed SBA loans (PPP loans) distributed through banks. PPP loans are fully guaranteed as to principal and interest by the SBA. During the years ended December 31, 2021 and 2020, the Bank originated 134 and 286 PPP loans, respectively, with aggregate outstanding principal balances of $13.1 million and $33.0 million, respectively. As of June 30, 2022, December 31, 2021 and December 31, 2020, total PPP loan principal balances were $139,000, $5.5 million and $21.2 million, respectively, and are included in commercial and industrial loans (C+I).
Loans consisted of the following at June 30 and December 31:
June 30, 2022 |
December 31, 2021 |
December 31, 2020 |
||||||||||
(Dollars in thousands) | ||||||||||||
Commercial real estate (CRE) |
$ | 77,349 | $ | 72,057 | $ | 66,166 | ||||||
Multifamily (MF) |
8,683 | 8,998 | 6,619 | |||||||||
Commercial and industrial (C+I) |
24,641 | 26,851 | 45,262 | |||||||||
Acquisition, development, and land (ADL) |
17,078 | 21,365 | 23,145 | |||||||||
1-4 family residential (RES) |
240,242 | 234,199 | 213,718 | |||||||||
Home equity loans and lines of credit (HELOC) |
9,201 | 6,947 | 9,583 | |||||||||
Consumer (CON) |
6,246 | 4,574 | 2,944 | |||||||||
|
|
|
|
|
|
|||||||
Total loans |
383,440 | 374,991 | 367,437 | |||||||||
Net deferred loan costs |
2,161 | 1,650 | 705 | |||||||||
Allowance for loan losses |
(3,644 | ) | (3,590 | ) | (3,342 | ) | ||||||
|
|
|
|
|
|
|||||||
Net loans |
$ | 381,957 | $ | 373,051 | $ | 364,800 | ||||||
|
|
|
|
|
|
Changes in the allowance for loan losses (ALL) for the six months ended June 30, 2022 and 2021 and the years ended December 31, 2021 and 2020 by portfolio segment, are summarized as follows:
(Dollars in thousands) | CRE | MF | C+I | ADL | RES | HELOC | CON | Unallocated | Total | |||||||||||||||||||||||||||
Balance, December 31, 2021 |
$ | 833 | $ | 80 | $ | 194 | $ | 178 | $ | 2,139 | $ | 63 | $ | 75 | $ | 28 | $ | 3,590 | ||||||||||||||||||
Provision for loan losses |
186 | (23 | ) | 13 | (68 | ) | (114 | ) | 24 | 43 | (1 | ) | 60 | |||||||||||||||||||||||
Charge-offs |
| | | | | | (9 | ) | | (9 | ) | |||||||||||||||||||||||||
Recoveries |
| | 1 | | | | 2 | | 3 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance, June 30, 2022 |
1,019 | 57 | 208 | 110 | 2,025 | 87 | 111 | 27 | 3,644 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance, December 31, 2020 |
753 | 60 | 267 | 174 | 1,656 | 78 | 52 | 302 | 3,342 | |||||||||||||||||||||||||||
Provision for loan losses |
39 | 31 | (86 | ) | 17 | 94 | | (2 | ) | (8 | ) | 85 | ||||||||||||||||||||||||
Charge-offs |
| | | | | | | | | |||||||||||||||||||||||||||
Recoveries |
| | 37 | | | | 2 | | 39 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at June 30, 2021 |
792 | 91 | 218 | 191 | 1,750 | 78 | 52 | 294 | 3,466 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance, December 31, 2020 |
753 | 60 | 267 | 174 | 1,656 | 78 | 52 | 302 | 3,342 | |||||||||||||||||||||||||||
Provision for loan losses |
80 | 20 | (112 | ) | 4 | 482 | (15 | ) | 20 | (274 | ) | 205 | ||||||||||||||||||||||||
Charge-offs |
| | | | | | | | | |||||||||||||||||||||||||||
Recoveries |
| | 39 | | 1 | | 3 | | 43 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2021 |
833 | 80 | 194 | 178 | 2,139 | 63 | 75 | 28 | 3,590 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance, December 31, 2019 |
781 | 23 | 350 | 145 | 1,503 | 52 | 18 | 3 | 2,875 | |||||||||||||||||||||||||||
Provision for loan losses |
(28 | ) | 37 | (85 | ) | 29 | 134 | 26 | 68 | 299 | 480 | |||||||||||||||||||||||||
Charge-offs |
| | | | | | (35 | ) | | (35 | ) | |||||||||||||||||||||||||
Recoveries |
| | 2 | | 19 | | 1 | | 22 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance, December 31, 2020 |
$ | 753 | $ | 60 | $ | 267 | $ | 174 | $ | 1,656 | $ | 78 | $ | 52 | $ | 302 | $ | 3,342 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-23
As of June 30, 2022, December 31, 2021 and 2020, information about loans and the ALL by portfolio segment, are summarized below:
(Dollars in thousands) | CRE | MF | C+I | ADL | RES | HELOC | CON | Unallocated | Total | |||||||||||||||||||||||||||
June 30, 2022 Loan Balances |
||||||||||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 98 | $ | | $ | 20 | $ | | $ | 487 | $ | 115 | $ | | $ | | $ | 720 | ||||||||||||||||||
Collectively evaluated for impairment |
77,251 | 8,683 | 24,621 | 17,078 | 239,755 | 9,086 | 6,246 | | 382,720 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
$ | 77,349 | $ | 8,683 | $ | 24,641 | $ | 17,078 | $ | 240,242 | $ | 9,201 | $ | 6,246 | $ | | $ | 383,440 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
ALL related to the loans |
||||||||||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||||||||
Collectively evaluated for impairment |
1,019 | 57 | 208 | 110 | 2,025 | 87 | 111 | 27 | 3,644 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
$ | 1,019 | $ | 57 | $ | 208 | $ | 110 | $ | 2,025 | $ | 87 | $ | 111 | $ | 27 | $ | 3,644 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
December 31, 2021 Loan Balances |
||||||||||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 104 | $ | | $ | 28 | $ | | $ | 722 | $ | 115 | $ | | $ | | $ | 969 | ||||||||||||||||||
Collectively evaluated for impairment |
71,953 | 8,998 | 26,823 | 21,365 | 233,477 | 6,832 | 4,574 | | 374,022 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
$ | 72,057 | $ | 8,998 | $ | 26,851 | $ | 21,365 | $ | 234,199 | $ | 6,947 | $ | 4,574 | $ | | $ | 374,991 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
ALL related to the loans |
||||||||||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||||||||
Collectively evaluated for impairment |
833 | 80 | 194 | 178 | 2,139 | 63 | 75 | 28 | 3,590 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
$ | 833 | $ | 80 | $ | 194 | $ | 178 | $ | 2,139 | $ | 63 | $ | 75 | $ | 28 | $ | 3,590 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
December 31, 2020 Loan Balances |
||||||||||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 117 | $ | | $ | 822 | $ | | $ | 62 | $ | | $ | | $ | | $ | 1,001 | ||||||||||||||||||
Collectively evaluated for impairment |
66,049 | 6,619 | 44,440 | 23,145 | 213,656 | 9,583 | 2,944 | 366,436 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
$ | 66,166 | $ | 6,619 | $ | 45,262 | $ | 23,145 | $ | 213,718 | $ | 9,583 | $ | 2,944 | $ | | $ | 367,437 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
ALL related to the loans |
||||||||||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||||||||
Collectively evaluated for impairment |
753 | 60 | 267 | 174 | 1,656 | 78 | 52 | 302 | 3,342 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total |
$ | 753 | $ | 60 | $ | 267 | $ | 174 | $ | 1,656 | $ | 78 | $ | 52 | $ | 302 | $ | 3,342 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-24
The following is an aged analysis of past due loans by portfolio segment as of June 30, 2022:
30-59 Days |
60-89 Days |
90 + Days |
Total Past Due |
Current | Total Loans |
Non- Accrual Loans |
||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
CRE |
$ | | $ | | $ | | $ | | $ | 77,349 | $ | 77,349 | $ | | ||||||||||||||
MF |
| | | | 8,683 | 8,683 | | |||||||||||||||||||||
C+I |
| | | | 24,641 | 24,641 | | |||||||||||||||||||||
ADL |
| | | | 17,078 | 17,078 | | |||||||||||||||||||||
RES |
| | 487 | 487 | 239,755 | 240,242 | 487 | |||||||||||||||||||||
HELOC |
| | 115 | 115 | 9,086 | 9,201 | 115 | |||||||||||||||||||||
CON |
10 | | | 10 | 6,236 | 6,246 | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 10 | $ | | $ | 602 | $ | 612 | $ | 382,828 | $ | 383,440 | $ | 602 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is an aged analysis of past due loans by portfolio segment as of December 31, 2021:
30-59 Days |
60-89 Days |
90 + Days |
Total Past Due |
Current | Total Loans |
Non- Accrual Loans |
||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
CRE |
$ | | $ | | $ | | $ | | $ | 72,057 | $ | 72,057 | $ | | ||||||||||||||
MF |
| | | | 8,998 | 8,998 | | |||||||||||||||||||||
C+I |
| | | | 26,851 | 26,851 | | |||||||||||||||||||||
ADL |
| | | | 21,365 | 21,365 | | |||||||||||||||||||||
RES |
| 487 | 235 | 722 | 233,477 | 234,199 | 722 | |||||||||||||||||||||
HELOC |
117 | 129 | | 246 | 6,701 | 6,947 | 115 | |||||||||||||||||||||
CON |
6 | | | 6 | 4,568 | 4,574 | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 123 | $ | 616 | $ | 235 | $ | 974 | $ | 374,017 | $ | 374,991 | $ | 837 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is an aged analysis of past due loans by portfolio segment as of December 31, 2020:
30-59 Days |
60-89 Days |
90 + Days |
Total Past Due |
Current | Total Loans |
Non- Accrual Loans |
||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
CRE |
$ | | $ | | $ | | $ | | $ | 66,166 | $ | 66,166 | $ | | ||||||||||||||
MF |
| | | | 6,619 | 6,619 | | |||||||||||||||||||||
C+I |
| | 822 | 822 | 44,440 | 45,262 | 822 | |||||||||||||||||||||
ADL |
| | | | 23,145 | 23,145 | | |||||||||||||||||||||
RES |
42 | | 62 | 104 | 213,614 | 213,718 | 62 | |||||||||||||||||||||
HELOC |
143 | | | 143 | 9,440 | 9,583 | | |||||||||||||||||||||
CON |
| | | | 2,944 | 2,944 | | |||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | 185 | $ | | $ | 884 | $ | 1,069 | $ | 366,368 | $ | 367,437 | $ | 884 | |||||||||||||||
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|
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|
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|
|
There were no loans collateralized by residential real estate property in the process of foreclosure at June 30, 2022, December 31, 2021 and 2020.
F-25
The following table provides information on impaired loans as of and for the periods ended June 30, 2022, December 31, 2021 and 2020:
Included in impaired loans at December 31, 2021 was a non-performing residential mortgage loan that was repurchased from an investor and restructured in 2021. The modification agreement defers delinquent interest and escrow payments to the end of the loan. The allowance for loan losses included a specific reserve for this TDR of $-0- as of December 31, 2021. This loan was returned to performing status during June 2022. The outstanding balance of this now accruing TDR was approximately $192,000 and $195,000 at June 30, 2022 and December 31, 2021, respectively. There were no TDRs in 2020.
F-26
Credit Quality Information
The Bank utilizes a ten-grade internal loan rating system for its commercial real estate, multifamily, commercial and industrial and acquisition, development and land loans. Residential real estate, home equity loans and line of credit and consumer loans are considered pass rated loans until they become delinquent. Once delinquent, loans can be rated an 8, 9 or 10 as applicable.
Loans rated 1 through 6: Loans in these categories are considered pass rated loans with low to average risk.
Loans rated 7: Loans in this category are considered special mention. These loans are starting to show signs of potential weakness and are being closely monitored by management.
Loans rated 8: Loans in this category are considered substandard. Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Bank will sustain some loss if the weakness is not corrected.
Loans rated 9: Loans in this category are considered doubtful. Loans classified as doubtful 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.
Loans rated 10: Loans in this category are considered uncollectible (loss) and of such little value that their continuance as loans is not warranted and should be charged off.
On an annual basis, or more often if needed, the Bank formally reviews the ratings on all commercial and industrial, commercial real estate, acquisition, development and land loans and multifamily loans. On a periodic basis, the Bank engages an independent third party to review a significant portion of loans within these segments and to assess the credit risk management practices of its commercial lending department. Management uses the results of these reviews as part of its annual review process and overall credit risk administration.
On a quarterly basis, the Bank formally reviews the ratings on all residential real estate and home equity loans if they have become delinquent. Criteria used to determine ratings consist of loan-to-value ratios and days delinquent.
The following presents the internal risk rating of loans by portfolio segment as of June 30, 2022:
(Dollars in thousands) | Pass | Special Mention |
Substandard | Total | ||||||||||||
CRE |
$ | 77,251 | $ | | $ | 98 | $ | 77,349 | ||||||||
MF |
8,683 | | | 8,683 | ||||||||||||
C+I |
24,621 | | 20 | 24,641 | ||||||||||||
ADL |
17,078 | | | 17,078 | ||||||||||||
RES |
239,755 | | 487 | 240,242 | ||||||||||||
HELOC |
9,086 | | 115 | 9,201 | ||||||||||||
CON |
6,246 | | | 6,246 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 382,720 | $ | | $ | 720 | $ | 383,440 | ||||||||
|
|
|
|
|
|
|
|
F-27
The following presents the internal risk rating of loans by portfolio segment as of December 31, 2021:
(Dollars in thousands) | Pass | Special Mention |
Substandard | Total | ||||||||||||
CRE |
$ | 69,252 | $ | 2,701 | $ | 104 | $ | 72,057 | ||||||||
MF |
8,998 | | | 8,998 | ||||||||||||
C+I |
26,823 | | 28 | 26,851 | ||||||||||||
ADL |
21,365 | | | 21,365 | ||||||||||||
RES |
233,477 | | 722 | 234,199 | ||||||||||||
HELOC |
6,832 | | 115 | 6,947 | ||||||||||||
CON |
4,574 | | | 4,574 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 371,321 | $ | 2,701 | $ | 969 | $ | 374,991 | ||||||||
|
|
|
|
|
|
|
|
The following presents the internal risk rating of loans by portfolio segment as of December 31, 2020:
(Dollars in thousands) | Pass | Special Mention |
Substandard | Total | ||||||||||||
CRE |
$ | 63,191 | $ | 2,858 | $ | 117 | $ | 66,166 | ||||||||
MF |
6,619 | | | 6,619 | ||||||||||||
C+I |
41,021 | 4,083 | 158 | 45,262 | ||||||||||||
ADL |
23,145 | | | 23,145 | ||||||||||||
RES |
213,656 | | 62 | 213,718 | ||||||||||||
HELOC |
9,583 | | | 9,583 | ||||||||||||
CON |
2,944 | | | 2,944 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 360,159 | $ | 6,941 | $ | 337 | $ | 367,437 | ||||||||
|
|
|
|
|
|
|
|
Certain directors and executive officers of the Bank and companies in which they have significant ownership interests were customers of the Bank. For the periods ended June 30, 2022, December 31, 2021 and 2020, activity in these loans was as follows:
June 30, | June 30, | December 31, | ||||||||||||||
(Dollars in thousands) | 2022 | 2021 | 2021 | 2020 | ||||||||||||
Loans outstanding beginning of period |
$ | 4,849 | $ | 5,279 | $ | 5,279 | $ | 5,231 | ||||||||
Principal payments |
(313 | ) | (222 | ) | (430 | ) | (729 | ) | ||||||||
Advances |
| | | 777 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loans outstanding end of period |
$ | 4,536 | $ | 5,057 | $ | 4,849 | $ | 5,279 | ||||||||
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|
|
|
|
|
|
|
7. | Loan Servicing |
Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of such loans were $37.7 million, $40.6 million and $45.8 million at June 30, 2022, December 31, 2021 and 2020, respectively. Substantially all of these loans were originated by the Bank and sold to third parties on a non-recourse basis with servicing rights retained. These retained servicing rights are recorded as a servicing asset and are initially recorded at fair value (see Note 20 Fair Value of Assets and Liabilities for more information). Changes to the balance of mortgage servicing rights are recorded in loan servicing fee income (loss) in the Companys consolidated statements of income.
The Banks mortgage servicing activities include: collecting principal, interest and escrow payments from borrowers; making tax and insurance payments on behalf of borrowers; monitoring delinquencies and executing foreclosure proceedings; and accounting for and remitting principal and interest payments to investors. Loan
F-28
servicing fee income (loss), including late and ancillary fees, was $89,000 and $84,000 for the six months ended June 30, 2022 and 2021, respectively and $163,000 and $(3,000) for the years ended December 31, 2021 and 2020, respectively. Servicing fee income is recorded in loan servicing fee income (loss) in the Companys consolidated statements of income. The Banks residential mortgage investor loan servicing portfolio is primarily comprised of fixed rate loans concentrated in the Banks market areas.
The following summarizes activity in mortgage servicing rights for the periods ended June 30, 2022, December 31, 2021 and 2020.
(Dollars in thousands) | June 30, 2022 |
June 30, 2021 |
December 31, 2021 |
December 31, 2020 |
||||||||||||
Balance, beginning of period |
$ | 322 | $ | 273 | $ | 273 | $ | 397 | ||||||||
Additions |
5 | 30 | 61 | 113 | ||||||||||||
Payoffs |
(18 | ) | (32 | ) | (60 | ) | (92 | ) | ||||||||
Change in fair value due to change in assumptions |
55 | 32 | 48 | (145 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance, end of period |
$ | 364 | $ | 303 | $ | 322 | $ | 273 | ||||||||
|
|
|
|
|
|
|
|
8. | Land, Buildings and Equipment |
Land, buildings and equipment consisted of the following at June 30, 2022, December 31, 2021 and 2020:
(Dollars in thousands) | 2022 | 2021 | 2020 | |||||||||
Land |
$ | 995 | $ | 995 | $ | 995 | ||||||
Buildings |
3,167 | 3,167 | 3,167 | |||||||||
Building & leasehold improvements |
3,831 | 3,820 | 3,820 | |||||||||
Furniture, fixtures and equipment |
4,514 | 4,438 | 4,402 | |||||||||
|
|
|
|
|
|
|||||||
12,508 | 12,420 | 12,384 | ||||||||||
Less accumulated depreciation |
(8,107 | ) | (7,854 | ) | (7,306 | ) | ||||||
|
|
|
|
|
|
|||||||
$ | 4,401 | $ | 4,566 | $ | 5,078 | |||||||
|
|
|
|
|
|
9. | Deposits |
Deposits consisted of the following at June 30, 2022, December 31, 2021 and 2020:
(Dollars in thousands) | 2022 | 2021 | 2020 | |||||||||
NOW and demand deposits |
$ | 205,241 | $ | 206,235 | $ | 161,336 | ||||||
Money market deposits |
63,736 | 71,317 | 69,320 | |||||||||
Savings deposits |
64,075 | 57,365 | 48,057 | |||||||||
Time deposits of $250,000 and greater |
4,964 | 6,281 | 10,119 | |||||||||
Time deposits less than $250,000 |
49,852 | 52,045 | 38,549 | |||||||||
|
|
|
|
|
|
|||||||
$ | 387,868 | $ | 393,243 | $ | 327,381 | |||||||
|
|
|
|
|
|
F-29
At June 30, 2022, the scheduled maturities of time deposits were as follows:
(Dollars in thousands) | ||||
2022 |
$ | 14,934 | ||
2023 |
20,788 | |||
2024 |
7,277 | |||
2025 |
7,363 | |||
2026 |
3,828 | |||
2027 |
626 | |||
|
|
|||
$ | 54,816 | |||
|
|
Time deposits include $18.1 million of brokered time deposits which were bifurcated into amounts below the FDIC insurance limit at June 30, 2022 and December 31, 2021. There were no brokered deposits at December 31, 2020.
10. | Borrowings |
Federal Home Loan Bank (FHLB)
A summary of borrowings from the FHLB are as follows:
June 30, 2022 | ||||||||
Principal |
Maturity Dates | Interest Rates | ||||||
(Dollars in thousands) | ||||||||
$47,050 | 2022 | 0.47% to 1.70% fixed | ||||||
15,000 | 2023 | 0.44% to 0.45% fixed | ||||||
800 | 2024 | 0.00% fixed | ||||||
520 | 2025 | 0.00% fixed | ||||||
250 | 2028 | 0.00% fixed | ||||||
200 | 2030 | 0.00% fixed | ||||||
430 | 2031 | 0.00% fixed | ||||||
|
|
|||||||
$ | 64,250 | |||||||
|
|
F-30
All borrowings from the FHLB are secured by a blanket security agreement on qualified collateral, principally residential mortgage loans and commercial real estate loans, discounted by a certain percentage, in an aggregate amount greater than or equal to outstanding advances. The Banks unused remaining available borrowing capacity at the FHLB was approximately $58.0 million, $109.7 million and $112.6 million at June 30, 2022, December 31, 2021 and 2020, respectively. At June 30, 2022, December 31, 2021 and 2020, the Bank had sufficient collateral at the FHLB to support its obligations and was in compliance with the FHLBs collateral pledging program.
As of June 30, 2022, December 31, 2021 and 2020 borrowings include $2.2 million, $4.5 million and $4.0 million, respectively, of advances through the FHLBs Jobs for New England program where certain qualifying small business loans that create or preserve jobs, expand woman-, minority- or veteran-owned businesses, or otherwise stimulate the economy in New England communities are offered at an interest rate of 0%.
At June 30, 2022, December 31, 2021 and 2020, the Bank had an overnight line of credit with the FHLB that may be drawn up to $3.0 million. Additionally, the Bank had a total of $5.0 million of unsecured Fed Funds borrowing lines of credit with two correspondent banks. The entire balance of all these credit facilities was available at June 30, 2022, December 31, 2021 and 2020.
Federal Reserve Bank of Boston (FRB)
The Bank established a Paycheck Protection Program Liquidity Facility (PPPLF). The PPPLF allowed the Bank to request advances from the FRB. Under the PPPLF, advances were secured by pledges of PPP Loans. The interest rate applicable to any advance made under the PPPLF was 35 basis points. As of June 30, 2022 and December 31, 2021, $-0- of PPPLF advances are outstanding. As of December 31, 2020, $18.2 million of PPPLF advances were outstanding and collateralized by 110 PPP loans. Maturities of PPPLF advances were tied to the maturity of the underlying PPP loans and accelerated as the PPP loans were paid or forgiven.
11. | Income Taxes |
The current and deferred components of income tax expense (benefit) consisted of the following for the six months ended June 30, 2022 and 2021 and the years ended December 31, 2021 and 2020:
June 30, 2022 | June 30, 2021 | |||||||||||||||||||||||
Federal | State | Total | Federal | State | Total | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Current |
$ | (24 | ) | $ | 18 | $ | (6 | ) | $ | 298 | $ | 22 | $ | 320 | ||||||||||
Deferred |
107 | 23 | 130 | 15 | 93 | 108 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 83 | $ | 41 | $ | 124 | $ | 313 | $ | 115 | $ | 429 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
F-31
December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||
Federal | State | Total | Federal | State | Total | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Current |
$ | 334 | $ | (42 | ) | $ | 292 | $ | 251 | $ | 62 | $ | 313 | |||||||||||
Deferred |
117 | 192 | 309 | (254 | ) | (83 | ) | (337 | ) | |||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 451 | $ | 150 | $ | 601 | $ | (3 | ) | $ | (21 | ) | $ | (24 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense (benefit) is different from the amounts computed by applying the U.S. Federal income tax rates in effect to income before income taxes. The reasons for these differences are as follows for the six months ended June 30, 2022 and 2021 and the years ended December 31, 2021 and 2020:
June 30, 2022 | June 30, 2021 | |||||||||||||||
Amount | % of Pretax Income |
Amount | % of Pretax Income |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Computed expected tax expense |
$ | 147 | 21.0 | % | $ | 456 | 21.0 | % | ||||||||
State tax, net of federal tax benefit |
19 | 2.7 | 103 | 4.7 | ||||||||||||
BOLI income |
(8 | ) | (1.2 | ) | (8 | ) | (0.4 | ) | ||||||||
Valuation allowance |
64 | 9.2 | (40 | ) | (1.8 | ) | ||||||||||
Income on tax exempt securities |
(113 | ) | (16.1 | ) | (91 | ) | (4.2 | ) | ||||||||
Other |
16 | 2.3 | 9 | 0.4 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 124 | 17.8 | % | $ | 429 | 19.7 | % | |||||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2021 | December 31, 2020 | |||||||||||||||
Amount | % of Pretax Income |
Amount | % of Pretax Income |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Computed expected tax expense |
$ | 677 | 21.0 | % | $ | 222 | 21.0 | % | ||||||||
State tax, net of federal tax benefit |
118 | 3.7 | (6 | ) | (0.6 | ) | ||||||||||
BOLI income |
(22 | ) | (0.7 | ) | (19 | ) | (1.8 | ) | ||||||||
Valuation allowance |
| | (65 | ) | (6.2 | ) | ||||||||||
Income on tax exempt securities |
(178 | ) | (5.5 | ) | (182 | ) | (17.3 | ) | ||||||||
Other |
6 | 0.2 | 26 | 2.6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 601 | 18.7 | % | $ | (24 | ) | (2.3 | )% | ||||||||
|
|
|
|
|
|
|
|
F-32
Components of deferred tax assets and liabilities at June 30, 2022, December 31, 2021 and 2020 are as follows:
June 30, | December 31, | |||||||||||
2022 | 2021 | 2020 | ||||||||||
(Dollars in thousands) | ||||||||||||
Deferred tax assets: |
||||||||||||
Allowance for loan losses |
$ | 996 | $ | 988 | $ | 918 | ||||||
Deferred compensation liabilities |
445 | 468 | 452 | |||||||||
Contribution carryforward |
124 | 120 | 170 | |||||||||
State tax credit carryforward |
69 | 52 | 142 | |||||||||
Securities available-for-sale |
3,204 | | | |||||||||
Interest rate swaps |
| | 37 | |||||||||
Other |
97 | 56 | 57 | |||||||||
|
|
|
|
|
|
|||||||
Subtotal |
4,935 | 1,684 | 1,776 | |||||||||
|
|
|
|
|
|
|||||||
Less: valuation allowance |
(124 | ) | (60 | ) | (85 | ) | ||||||
|
|
|
|
|
|
|||||||
Total deferred tax assets |
4,811 | 1,624 | 1,691 | |||||||||
|
|
|
|
|
|
|||||||
Deferred tax liabilities: |
||||||||||||
Depreciation |
(11 | ) | (45 | ) | (111 | ) | ||||||
Interest rate swaps |
(202 | ) | (54 | ) | | |||||||
Securities available-for-sale |
| (213 | ) | (550 | ) | |||||||
Prepaid expenses |
(43 | ) | (43 | ) | (59 | ) | ||||||
Net deferred loan costs |
(583 | ) | (447 | ) | (191 | ) | ||||||
Mortgage servicing rights |
(98 | ) | (87 | ) | (74 | ) | ||||||
|
|
|
|
|
|
|||||||
Total deferred tax liabilities |
(937 | ) | (889 | ) | (985 | ) | ||||||
|
|
|
|
|
|
|||||||
Net deferred tax assets, included in other assets |
$ | 3,874 | $ | 735 | $ | 706 | ||||||
|
|
|
|
|
|
The calculation of the Companys charitable contribution carryforward deferred tax asset is based upon a carryforward of approximately $457,000, $443,000 and $626,000 of charitable contributions at June 30, 2022, December 31, 2021 and 2020, respectively. As of June 30, 2022, December 31, 2021 and 2020, it has been determined that it is more likely than not that all or a portion of the benefit from this charitable contribution carryforward will not be realized prior to expiration. As a result, a valuation allowance of $124,000, $60,000 and $85,000 has been provided on this deferred tax asset for the six months ended June 30, 2022 and the years ended December 31, 2021 and 2020, respectively. The ultimate realization of this deferred tax asset is dependent upon the generation of future taxable income. The Internal Revenue Federal Tax Code (the Code) limits the charitable contribution deduction in any one year to 10% of taxable income, computed without regard to charitable contributions, certain special deductions, net operating loss carry backs and capital loss carry backs. However, the Code allows a corporation to carry forward the excess charitable contributions to each of the five immediately succeeding years, subject to a 10% limitation in each of those years. Thus, the Company would have six years in which to utilize the December 31, 2019 charitable contribution carryforward. The valuation allowance for this net deferred tax asset may be adjusted in the future if estimates of taxable income during the carryforward period are reduced or increased. All other deferred tax assets as of June 30, 2022, December 31, 2021 and 2020 have not been reduced by a valuation allowance because management believes that it is more likely than not that the full amount of these deferred tax assets will be realized.
As of June 30, 2022, the Company has a New Hampshire Business Enterprise Tax credit carry forward of $66,000 that expires in 2028 through 2030.
The tax reserve for loan losses at the Companys base year amounted to approximately $2.3 million. If any portion of the reserve is used for purposes other than to absorb loan losses, approximately 150% of the amount
F-33
actually used (limited to the amount of the reserve) would be subject to taxation in the year in which used. As the Company intends to use the reserve to only absorb loan losses, a deferred tax liability of approximately $623,000 has not been provided.
The Company does not have any uncertain tax positions at June 30, 2022, December 31, 2021 or 2020 which require accrual or disclosure. The Company records interest and penalties as part of income tax expense. No interest or penalties were recorded for the six months ended June 30, 2022 and 2021 or years ended December 31, 2021 and 2020.
The Companys income tax returns are subject to review and examination by federal and state taxing authorities. The Company is currently open to audit under the applicable statutes of limitations by the Internal Revenue Service for the years ended December 31, 2018 through 2021. The years open to examination by state taxing authorities vary by jurisdiction; no years prior to 2018 are open.
12. | Employee Benefits |
401(k) Plan
During the six months ended June 30, 2022 and years ended December 31, 2021 and 2020, the Company sponsored a 401(k) defined contribution plan for substantially all employees pursuant to which employees of the Company could elect to make contributions to the plan subject to Internal Revenue Service limits. The Company also makes matching and profit-sharing contributions to eligible participants in accordance with plan provisions. The Companys contributions for the six months ended June 30, 2022 and 2021 was $99,000 and $91,000, respectively, and $189,000 and $198,000 for the years ended December 31, 2021 and 2020, respectively.
Pension Plan
The Company participates in the Pentegra Defined Benefit Plan for Financial Institutions (The Pentegra DB Plan), a tax-qualified defined benefit pension plan. The Pentegra DB Plan operates as a multi-employer plan for accounting purposes and as a multiple-employer plan 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 Pentegra DB Plan is a single plan under Internal Revenue Code Section 413 (c) and, as a result, all of the assets stand behind all of the liabilities. Accordingly, under the Pentegra DB Plan, contributions made by a participating employer may be used to provide benefits to participants of other participating employers.
The funded status (fair value of plan assets divided by funding target) as of July 1, 2021 is as follows:
2021 Valuation Report |
104.99 | %(1) |
(1) | Fair value of plan assets reflects any contributions received through June 30, 2021. |
Based upon the funded status of the Pentegra DB Plan as of July 1, 2021, no funding improvement plan or rehabilitation plan has been implemented or is pending as of June 30, 2022. The Banks contributions to the Pentegra DB Plan during the year ended December 31, 2021 totaled $200,000 and were not more than 5% of the total contributions to the Pentegra DB Plan for the plan year ended June 30, 2020.
Total pension plan expense for the six months ended June 30, 2022 and 2021 was $100,000 and $189,000, respectively, and $200,000 and $300,000 for the years ended December 31, 2021 and 2020, respectively, and is included in salaries and employee benefits in the accompanying consolidated statements of income. The Company did not pay a surcharge to the Pentegra DB Plan during the six months ended June 30, 2022 or 2021 or years ended December 31, 2021 or 2020.
The Company enacted a hard freeze for the Pentegra DB Plan as of December 31, 2018, eliminating all future service-related accruals for participants. Prior to this enactment the Company maintained a soft freeze
F-34
status that continued service-related accruals for its active participants with no new participants permitted into the Pentegra DB Plan. The Company estimates a contribution amount of $200,000 for the fiscal year ended December 31, 2022, however, the contribution amount may change significantly if the Company withdraws from the Pentegra DB Plan (see next paragraph below).
On May 26, 2022, the board of directors approved a resolution authorizing the Company to give notice of its intent to withdraw from the Pentegra DB Plan as of September 30, 2022. The Company initiated a resolution to withdraw from the Pentegra DB Plan on June 30, 2022 so that a preliminary estimate of withdrawal costs could be determined. The Pentegra DB Plan may or may not be replaced by another plan, i.e. a qualified successor plan. If the Company proceeds with the withdrawal, a contribution amount that achieves a funded status of 100% - market value of plan assets equal to the final withdrawal liabilitywould be due. The Company estimates the contribution amount necessary to achieve a funded status of 100% as of June 30, 2022 to be approximately $2.5 million. Due to recent and significant changes to the interest and discount rates used to determine the final withdrawal liability, the Companys board of directors deemed it prudent to consider a withdrawal from the Pentegra DB Plan at this time to eliminate the variability of this component of its employee benefit costs.
Supplemental Executive Retirement Plans
Salary Continuation Plan
The Company maintains a nonqualified supplemental retirement plan for its current President and former President. The plan provides supplemental retirement benefits payable in installments over a period of years upon retirement or death. The recorded liability at June 30, 2022, December 31, 2021 and 2020 relating to this supplemental retirement plan was $647,000, $634,000 and $607,000, respectively. The discount rate used to determine the Companys obligation was 5.00%. The projected rate of salary increase for its current President was and 3%. The expense of this salary retirement plan was $41,000 for the six months ended June 30, 2022 and 2021 and $82,000 and $73,000 for the years ended December 31, 2021 and 2020, respectively.
Executive Supplemental Retirement Plan
The recorded liability at June 30, 2022, December 31, 2021 and 2020 relating to the supplemental retirement plan for the Companys former President was $45,000, $90,000 and $132,000, respectively. The discount rate used to determine the Companys obligation was 6.25%. The expense of this executive supplemental retirement plan was $2,000 and $3,000 for the six months ended June 30, 2022 and 2021, respectively, and $6,000 and $8,000 for the years ended December 31, 2021 and 2020, respectively.
Endorsement Method Split Dollar Plan
The Company has an endorsement method split dollar plan for a former President. The recorded liability at June 30, 2022, December 31, 2021 and 2020 relating to this supplemental executive benefit agreement was $35,000, $35,000 and $34,000, respectively. The expense of this supplemental plan was $-0- for the six months ended June 30, 2022 and 2021 and $1,000 for the years ended December 31, 2021 and 2020.
Directors Deferred Supplemental Retirement Plan
The Company has a supplemental retirement plan for eligible directors that provides for monthly benefits based upon years of service to the Company, subject to certain limitations as set forth in the agreements. The present value of these future payments is being accrued over the estimated period of service. The estimated liability at June 30, 2022, December 31, 2021 and 2020 relating to this plan was $494,000, $550,000 and $573,000, respectively. The discount rate used to determine the Companys obligation was 6.25%. Total supplemental retirement plan expense amounted to $32,000 and $34,000 for the six months ended June 30, 2022
F-35
and 2021, respectively, and $63,000 for the years ended December 31, 2021 and 2020. The Company enacted a hard freeze for this supplemental retirement plan as of January 1, 2022. On February 10, 2022, the Bank and the non-employee members of the board of directors of the Bank entered into amendments to the Supplemental Director Retirement Agreements (the Agreements) previously entered into by the Bank and the directors. The amendments eliminate the formula for determining the normal annual retirement benefit (previously 70% of Final Base Fee) and replaces it with a fixed annual benefit of $20,000. The amendments also eliminate the formula for determining the benefit payable on a change in control (previously tied to the normal annual retirement formula with certain imputed increases in the Base Fee) and replacing it with a fixed amount equal to the present value of $200,000. The effect of the amendments is to eliminate the variable and increasing costs associated with the Agreements. Instead, since the normal annual retirement benefit will be a fixed amount, the future costs associated with the Agreements is now more predictable. It is the intention of the Bank that no new directors of the Bank would enter into similar agreements.
Additionally, the Company has a deferred directors fee plan which allows members of the board of directors to defer the receipt of fees that otherwise would be paid to them in cash. At June 30, 2022, December 31, 2021 and 2020, the total deferred directors fees amounted to $430,000, $420,000 and $321,000, respectively.
13. | Stock Based Compensation |
Employee Stock Ownership Plan
The Company maintains the First Seacoast Bank Employee Stock Ownership Plan (ESOP) to provide eligible employees of the Company the opportunity to own Company stock. The ESOP is a tax-qualified retirement plan for the benefit of Company employees. Contributions are allocated to eligible participants on the basis of compensation, subject to federal limits. The Company uses the principal and interest method to determine the release of shares amount. The number of shares committed to be released per year through 2038 is 11,924.
The ESOP funded its purchase of 238,473 shares through a loan from the Company equal to 100% of the aggregate purchase price of the common stock. The ESOP trustee is repaying the loan principally through the Banks contributions to the ESOP over the remaining loan term of 17.5 years. At June 30, 2022, December 31, 2021 and 2020, the remaining principal balance on the ESOP debt was $2.1 million, $2.1 million and $2.2 million, respectively.
Under applicable accounting requirements, the Company records compensation expense for the ESOP equal to fair market value of shares when they are committed to be released from the suspense account to participants accounts under the plan. Total compensation expense recognized in connection with the ESOP for the six months ended June 30, 2022 and 2021 was $62,000 and $57,000, respectively, and $115,000 and $89,000 for the years ended December 31, 2021 and 2020, respectively. At June 30, 2022, December 31, 2021 and 2020, total unearned compensation for the ESOP was $2.0 million, $2.0 million and $2.1 million, respectively.
June 30, | December 31, | |||||||||||
2022 | 2021 | 2020 | ||||||||||
Shares held by the ESOP include the following: |
||||||||||||
Allocated |
35,772 | 23,848 | 11,924 | |||||||||
Committed to be allocated |
5,962 | 11,924 | 11,924 | |||||||||
Unallocated |
196,739 | 202,701 | 214,625 | |||||||||
|
|
|
|
|
|
|||||||
Total |
238,473 | 238,473 | 238,473 | |||||||||
|
|
|
|
|
|
The fair value of unallocated shares was approximately $2.1 million, $2.2 million and $1.9 million at June 30, 2022, December 31, 2021 and 2020, respectively.
F-36
Equity Incentive Plan
Effective May 27, 2021, the Company adopted the First Seacoast Bancorp 2021 Equity Incentive Plan (the 2021 Plan). The Companys stockholders approved the 2021 plan on that date. The 2021 Plan provides for the granting of incentive and non-statutory stock options to purchase shares of common stock and the granting of shares of restricted stock awards and restricted stock units.
The 2021 Plan authorizes the issuance or delivery to participants of up to 417,327 shares of common stock. Of this number, the maximum number of shares of common stock that may be issued pursuant to the exercise of stock options is 298,091 shares, and the maximum number of shares of common stock that may be issued as restricted stock awards or restricted stock units is 119,236 shares. The exercise price of stock options may not be less than the fair market value on the date the stock option is granted. Further, stock options may not be granted with a term that is longer than 10 years.
As of June 30, 2022, no stock options have been granted. On November 18, 2021, 118,270 restricted stock awards were granted to directors and certain members of management at $9.99 per share. The total fair value related to the grant was $1.2 million. Restricted stock awards time-vest over a three year period and have been fair valued as of the date of grant. The holders of restricted stock awards participate fully in the rewards of stock ownership of the Company, including voting rights when granted and dividend rights when vested. A summary of non-vested restricted shares outstanding as of June 30, 2022 and December 31, 2021, and changes during the periods then ended is presented below:
2022 | 2021 | |||||||||||||||
Number of Shares |
Weighted Average Grant Date Fair Value |
Number of Shares |
Weighted Average Grant Date Fair Value |
|||||||||||||
Restricted stock |
||||||||||||||||
Non-vested at beginning of period |
118,270 | $ | 9.99 | | | |||||||||||
Granted |
| | 118,270 | $ | 9.99 | |||||||||||
Vested |
| | | | ||||||||||||
Forfeited |
| | | | ||||||||||||
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|
|||||||||
Non-vested at end of period |
118,270 | $ | 9.99 | 118,270 | $ | 9.99 | ||||||||||
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|
For the six months ended June 30, 2022, the expense recognized for this equity incentive plan was $197,000 which provided a tax benefit of $53,000. For the year ended December 31, 2021, the expense recognized for this equity incentive plan was $46,000 which provided a tax benefit of $12,000. At June 30, 2022 and December 31, 2021, total unrecognized compensation expense for this equity incentive plan was $0.9 million and $1.1 million, respectively, with a 2.4 and 2.9 year weighted average future recognition period, respectively.
14. | Leases |
The Company is obligated under various lease agreements for one of its branch offices and certain equipment. These agreements are accounted for as operating leases and their terms expire between 2022 and 2027 and, in some instances, contain options to renew for periods up to four years. The Company has no financing leases.
The Company adopted ASU 2016-02 Leases (Topic 842) on January 1, 2022 and began recognizing its operating leases on its consolidated balance sheet by recording a net lease liability, representing the Companys legal obligation to make these lease payments, and a Right-Of-Use (ROU) asset, representing the Companys legal right to use the leased assets. The Company, by policy, does not include renewal options for leases as part of its ROU asset and lease liabilities unless they are deemed reasonably certain to exercise. The Company does not have any sub-lease agreements.
F-37
The following table summarizes information related to the Companys right-of-use asset and net lease liability:
June 30, 2022 | ||||||||
Operating Leases |
Balance Sheet Location |
|||||||
(Dollars in thousands) | ||||||||
Right-of-use asset |
$ | 224 | Other Assets | |||||
Net lease liability |
224 | Other Liabilities |
The Company determines whether a contract contains a lease based on whether a contract, or a part of a contract, conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The discount rate is either implicit in the lease or, when a rate cannot be readily determined, the Companys incremental borrowing rate is used. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term.
The components of operating lease cost and other related information are as follows:
For the Six Months Ended June 30, 2022 |
||||
(Dollars in thousands) | ||||
Operating lease cost |
$ | 31 | ||
Short-term lease cost |
| |||
Variable lease cost (Cost excluded from lease payments) |
| |||
Sublease income |
| |||
Total operating lease cost |
31 | |||
Other Information: |
||||
Cash paid for amounts included in the measurement of lease liabilities - operating cash flows from operating leases |
31 | |||
Operating lease - operating cash flows (liability reduction) |
$ | | ||
Weighted average lease term |
4.80 | |||
Weighted average discount rate |
3.28 | % |
The total minimum lease payments due in future periods for lease agreements in effect at June 30, 2022 were as follows:
As of June 30, 2022 |
Future Minimum Lease Payments |
|||
(Dollars in thousands) | ||||
Remainder of 2022 |
$ | 26 | ||
2023 |
52 | |||
2024 |
49 | |||
2025 |
44 | |||
2026 |
43 | |||
Thereafter |
29 | |||
|
|
|||
Total minimum lease payments |
243 | |||
Less: interest |
(19 | ) | ||
|
|
|||
Total lease liability |
$ | 224 | ||
|
|
One of the Companys lease agreements contain clauses calling for escalation of minimum lease payments contingent on increases in LIBOR, or a similar replacement index, and the consumer price index.
F-38
15. | Other Comprehensive Income |
The Company reports certain items as other comprehensive income and reflects total accumulated other comprehensive income (AOCI) in the consolidated financial statements for all years containing elements of other comprehensive income or loss. The following table presents a reconciliation of the changes in the components of other comprehensive income or loss for the dates indicated, including the amount of income tax expense or benefit allocated to each component of other comprehensive income or loss:
Six Months Ended June 30, |
||||||||||
Reclassification Adjustment |
2022 | 2021 | Affected Line Item in Statements of Income | |||||||
(Dollars in thousands) | ||||||||||
Gains on sale of securities available-for-sale |
$ | (52 | ) | $ | (535 | ) | Securities gains, net | |||
Tax effect |
14 | 145 | Income tax expense | |||||||
|
|
|
|
|||||||
(38 | ) | (390 | ) | Net income | ||||||
|
|
|
|
|||||||
Net amortization of bond premiums |
487 | 318 | Interest on debt securities | |||||||
Tax effect |
(132 | ) | (86 | ) | Income tax expense | |||||
|
|
|
|
|||||||
355 | 232 | Net income | ||||||||
|
|
|
|
|||||||
Net interest expense on swaps |
7 | 18 | Interest expense on borrowings | |||||||
Tax effect |
(2 | ) | (5 | ) | Income tax expense | |||||
|
|
|
|
|||||||
5 | 13 | Net income | ||||||||
|
|
|
|
|||||||
Total reclassification adjustments |
$ | 322 | $ | (145 | ) | |||||
|
|
|
|
Year Ended December 31, |
||||||||||
Reclassification Adjustment |
2021 | 2020 | Affected Line Item in Statements of Income | |||||||
(Dollars in thousands) | ||||||||||
Gains on sale of securities available-for-sale |
$ | (535 | ) | $ | (410 | ) | Securities gains, net | |||
Tax effect |
145 | 111 | Income tax expense (benefit) | |||||||
|
|
|
|
|||||||
(390 | ) | (299 | ) | Net income | ||||||
|
|
|
|
|||||||
Net amortization of bond premiums |
699 | 400 | Interest on debt securities | |||||||
Tax effect |
(189 | ) | (108 | ) | Income tax expense (benefit) | |||||
|
|
|
|
|||||||
510 | 292 | Net income | ||||||||
|
|
|
|
|||||||
Net interest expense on swaps |
48 | 3 | Interest expense on borrowings | |||||||
Tax effect |
(13 | ) | (1 | ) | Income tax expense (benefit) | |||||
|
|
|
|
|||||||
35 | 2 | Net income | ||||||||
|
|
|
|
|||||||
Total reclassification adjustments |
$ | 155 | $ | (5 | ) | |||||
|
|
|
|
F-39
The following tables present the changes in each component of AOCI for the periods indicated:
(Dollars in thousands) |
Net Unrealized Gains (Losses) on AFS Securities(1) |
Net Unrealized Gains (Losses) on Cash Flow Hedges(1) |
AOCI(1) | |||||||||
Balance at December 31, 2021 |
$ | 575 | $ | 146 | $ | 721 | ||||||
Other comprehensive (loss) income before reclassification |
(9,518 | ) | 392 | (9,126 | ) | |||||||
Amounts reclassified from AOCI |
317 | 5 | 322 | |||||||||
|
|
|
|
|
|
|||||||
Other comprehensive (loss) income |
(9,201 | ) | 397 | (8,804 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance at June 30, 2022 |
$ | (8,626 | ) | $ | 543 | $ | (8,083 | ) | ||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2020 |
$ | 1,481 | $ | (100 | ) | $ | 1,381 | |||||
Other comprehensive (loss) income before reclassification |
(287 | ) | 127 | (160 | ) | |||||||
Amounts reclassified from AOCI |
(158 | ) | 13 | (145 | ) | |||||||
|
|
|
|
|
|
|||||||
Other comprehensive (loss) income |
(445 | ) | 140 | (305 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance at June 30, 2021 |
$ | 1,036 | $ | 40 | $ | 1,076 | ||||||
|
|
|
|
|
|
(Dollars in thousands) |
Net Unrealized Gains (Losses) on AFS Securities(1) |
Net Unrealized (Losses) Gains on Cash Flow Hedges(1) |
AOCI(1) | |||||||||
Balance at December 31, 2019 |
$ | 521 | $ | | $ | 521 | ||||||
Other comprehensive income (loss) before reclassification |
967 | (102 | ) | 865 | ||||||||
Amounts reclassified from AOCI |
(7 | ) | 2 | (5 | ) | |||||||
|
|
|
|
|
|
|||||||
Other comprehensive income (loss) |
960 | (100 | ) | 860 | ||||||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2020 |
$ | 1,481 | $ | (100 | ) | $ | 1,381 | |||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2020 |
$ | 1,481 | $ | (100 | ) | $ | 1,381 | |||||
Other comprehensive (loss) income before reclassification |
(1,026 | ) | 211 | (815 | ) | |||||||
Amounts reclassified from AOCI |
120 | 35 | 155 | |||||||||
|
|
|
|
|
|
|||||||
Other comprehensive (loss) income |
(906 | ) | 246 | (660 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance at December 31, 2021 |
$ | 575 | $ | 146 | $ | 721 | ||||||
|
|
|
|
|
|
(1) | All amounts are net of tax |
16. | Financial Instruments with Off-Balance Sheet Risk, Commitments and Contingencies |
The Bank is party to 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 originate loans, unadvanced funds on loans and standby letters of credit. The instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments.
The Banks exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments and standby letters of credit is represented by the contractual amounts of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
F-40
Commitments to originate loans are agreements to lend to a customer provided 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. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customers creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on managements credit evaluation of the borrower. Collateral held varies, but generally includes secured interests in mortgages.
Standby letters of credit are conditional commitments issued by the Bank to guarantee performance by a customer to a third-party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
Notional amounts of financial instruments with off-balance sheet credit risk are approximately as follows as of June 30, 2022 and December 31, 2021 and 2020:
2022 | 2021 | 2020 | ||||||||||
Unadvanced portions of loans |
$ | 50,780 | $ | 42,781 | $ | 39,817 | ||||||
Commitments to originate loans |
21,862 | 15,103 | 17,451 | |||||||||
Standby letters of credit |
318 | 318 | 613 |
In the ordinary course of business, the Company may be subject to various legal proceedings. Management, after consultation with legal counsel, believes that the liabilities, if any, arising from such proceedings will not be material to the consolidated balance sheet or consolidated statements of income.
17. | Regulatory Matters |
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below). As of June 30, 2022, the most recent notification from the Office of the Comptroller of the Currency 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 amounts and ratios as set forth in the following tables. There are no conditions or events since the notification that management believes have changed the Banks category. Management believes that, as of June 30, 2022, December 31, 2021 and 2020, the Bank met all capital adequacy requirements to which it was subject, including the capital conservation buffer, at those dates.
F-41
The following table presents actual and required capital ratios as of June 30, 2022, December 31, 2021 and 2020 for the Bank under the Basel Committee on Banking Supervisions capital guidelines for U.S. banks (Basel III Capital Rules) as fully phased-in on January 1, 2019. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.
Actual | Minimum Capital Requirement |
Minimum Capital Required to be Well Capitalized |
Minimum Capital Required For Capital Adequacy Plus Capital Conservation Buffer Fully Phased-In |
|||||||||||||||||||||||||||||
(Dollars in thousands) | Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||||||||
As of June 30, 2022 |
||||||||||||||||||||||||||||||||
Total Capital (to risk-weighted assets) |
$ | 54,064 | 16.70 | % | $ | 25,897 | 8.00 | % | $ | 32,372 | 10.00 | % | $ | 33,990 | 10.50 | % | ||||||||||||||||
Tier 1 Capital (to risk-weighted assets) |
50,373 | 15.56 | 19,423 | 6.00 | 25,897 | 8.00 | 27,516 | 8.50 | ||||||||||||||||||||||||
Tier 1 Capital (to average assets) |
50,373 | 10.01 | 20,127 | 4.00 | 25,159 | 5.00 | 20,127 | 4.00 | ||||||||||||||||||||||||
Common Equity Tier 1 (to risk-weighted assets) |
50,373 | 15.56 | 14,567 | 4.50 | 21,042 | 6.50 | 22,660 | 7.00 | ||||||||||||||||||||||||
As of December 31, 2021 |
||||||||||||||||||||||||||||||||
Total Capital (to risk-weighted assets) |
$ | 52,798 | 17.87 | % | $ | 23,641 | 8.00 | % | $ | 29,546 | 10.00 | % | $ | 31,029 | 10.50 | % | ||||||||||||||||
Tier 1 Capital (to risk-weighted assets) |
49,151 | 16.63 | 17,731 | 6.00 | 23,644 | 8.00 | 25,119 | 8.50 | ||||||||||||||||||||||||
Tier 1 Capital (to average assets) |
49,151 | 9.92 | 19,811 | 4.00 | 24,774 | 5.00 | 19,811 | 4.00 | ||||||||||||||||||||||||
Common Equity Tier 1 (to risk-weighted assets) |
49,151 | 16.63 | 13,298 | 4.50 | 19,211 | 6.50 | 20,686 | 7.00 | ||||||||||||||||||||||||
As of December 31, 2020 |
||||||||||||||||||||||||||||||||
Total Capital (to risk-weighted assets) |
$ | 50,612 | 17.92 | % | $ | 22,593 | 8.00 | % | $ | 28,241 | 10.00 | % | $ | 29,653 | 10.50 | % | ||||||||||||||||
Tier 1 Capital (to risk-weighted assets) |
47,222 | 16.72 | 16,945 | 6.00 | 22,593 | 8.00 | 24,005 | 8.50 | ||||||||||||||||||||||||
Tier 1 Capital (to average assets) |
47,222 | 10.59 | 17,836 | 4.00 | 22,295 | 5.00 | 17,836 | 4.00 | ||||||||||||||||||||||||
Common Equity Tier 1 (to risk-weighted assets) |
47,222 | 16.72 | 12,709 | 4.50 | 18,357 | 6.50 | 19,769 | 7.00 |
18. | Common Stock Repurchases |
On September 23, 2020, the board of directors of the Company authorized the repurchase of up to 136,879 shares of the Companys outstanding common stock, which equals approximately 2.3% of all shares then outstanding and approximately 5.0% of the then outstanding shares owned by stockholders other than the MHC. The Company holds repurchased shares as treasury stock. As of June 30, 2022, December 31, 2021 and 2020, the Company repurchased 136,879, 78,433 and 25,476 shares of its common stock, respectively.
19. | Derivatives and Hedging Activities |
Derivatives are recognized as either assets or liabilities on the balance sheet and are measured at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and resulting designation. The Company utilizes interest rate swap agreements as part of its asset liability management strategy. Interest rate swaps involve the exchange of interest payments at specified intervals
F-42
between two parties without the exchange of any underlying principal. These derivative instruments are designated as cash flow hedges with changes in the fair value of the derivative recorded in accumulated other comprehensive income and recognized in earnings when the hedged transaction affects earnings. The hedges were determined to be effective and the Company expects the hedges to remain effective during the remaining terms of the swaps.
The Company entered into two $5 million notional interest rate swaps that have been designated as cash flow hedges on 90-day advances from FHLB. The purpose of these cash flow hedges is to reduce potential interest rate risk by swapping a variable rate borrowing to a fixed rate. Management deemed it prudent to limit the variability of these interest payments by entering into these interest rate swap agreements. These agreements provide for the Company to receive payments at a variable rate determined by a specific index (three-month LIBOR) in exchange for making payments at a fixed rate. Publication of LIBOR is expected to cease in June of 2023. The swap agreements allow for substitution of an alternative reference rate such as the secured overnight financing rate (SOFR) at that time.
The changes in the fair value of interest rate swaps are reported in other comprehensive income and are subsequently reclassified into interest expense in the period that the hedged transactions affect earnings. Due to the increase in the three-month LIBOR rate, the Company estimates that an additional $180,000 will be reclassified as an increase to interest income during the next twelve months. The change in fair value for these derivative instruments for the six months ended June 30, 2022 and 2021, was $545,000 and $192,000, respectively. For the years ended December 31, 2021 and 2020, the change in fair value for these derivative instruments was $337,000 and $(137,000), respectively. At June 30, 2022, December 31, 2021 and 2020, the fair value of interest rate swap derivatives resulted in an asset of $744,000 and $200,000, respectively, and a liability of $137,000, respectively, and is recorded in other assets and other liabilities, respectively.
The following tables summarize the Companys derivatives associated with its interest rate risk management activities:
June 30, 2022 | ||||||||||||||||||||||||
(Dollars in thousands) | Start Date | Maturity Date |
Rate | Notional | Other Assets |
Other Liabilities |
||||||||||||||||||
Debt Hedging |
||||||||||||||||||||||||
Hedging Instruments: |
||||||||||||||||||||||||
Interest Rate Swap 2020 |
4/13/2020 | 4/13/2025 | 0.68 | % | $ | 5,000 | $ | 328 | $ | | ||||||||||||||
Interest Rate Swap 2021 |
4/13/2021 | 4/13/2026 | 0.74 | % | $ | 5,000 | $ | 416 | $ | | ||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total Hedging Instruments |
$ | 10,000 | $ | 744 | $ | | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Hedged Items: |
||||||||||||||||||||||||
Variability in cash flows related to 90-day FHLB advances |
N/A | $ | | $ | 10,000 | |||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
December 31, 2021 | ||||||||||||||||||||||||
(Dollars in thousands) | Start Date | Maturity Date |
Rate | Notional | Other Assets |
Other Liabilities |
||||||||||||||||||
Debt Hedging |
||||||||||||||||||||||||
Hedging Instruments: |
||||||||||||||||||||||||
Interest Rate Swap 2020 |
4/13/2020 | 4/13/2025 | 0.68 | % | $ | 5,000 | $ | 85 | $ | | ||||||||||||||
Interest Rate Swap 2021 |
4/13/2021 | 4/13/2026 | 0.74 | % | $ | 5,000 | $ | 115 | $ | | ||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total Hedging Instruments |
$ | 10,000 | $ | 200 | $ | | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Hedged Items: |
||||||||||||||||||||||||
Variability in cash flows related to 90-day FHLB advances |
N/A | $ | | $ | 10,000 | |||||||||||||||||||
|
|
|
|
|
|
F-43
December 31, 2020 | ||||||||||||||||||||||||
(Dollars in thousands) | Start Date | Maturity Date |
Rate | Notional | Other Assets |
Other Liabilities |
||||||||||||||||||
Debt Hedging |
||||||||||||||||||||||||
Hedging Instruments: |
||||||||||||||||||||||||
Interest Rate Swap 2020 |
4/13/2020 | 4/13/2025 | 0.68 | % | $ | 5,000 | $ | | $ | 68 | ||||||||||||||
Interest Rate Swap 2021 |
4/13/2021 | 4/13/2026 | 0.74 | % | $ | 5,000 | $ | | $ | 69 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total Hedging Instruments |
$ | 10,000 | $ | | $ | 137 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Hedged Items: |
||||||||||||||||||||||||
Variability in cash flows related to 90-day FHLB advances |
N/A | $ | | $ | 5,000 | |||||||||||||||||||
|
|
|
|
|
|
The following table summarizes the effect of cash flow hedge accounting on the consolidated statements of income for the six months ended June 30, 2022 and 2021 and the years ended December 31, 2021 and 2020:
Location and Amount of Loss Recognized in Statements of Income |
||||||||||||||||
Six Months Ended June 30, | ||||||||||||||||
2022 | 2021 | |||||||||||||||
(Dollars in thousands) | Interest Income (Expense) |
Other Income (Expense) |
Interest Income (Expense) |
Other Income (Expense) |
||||||||||||
The effect of cash flow hedging accounting: |
||||||||||||||||
Amount reclassified from AOCI into expense |
$ | (6 | ) | $ | | $ | (18 | ) | $ | | ||||||
Location and Amount of Loss Recognized in Statements of Income |
||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2021 | 2020 | |||||||||||||||
(Dollars in thousands) | Interest Income (Expense) |
Other Income (Expense) |
Interest Income (Expense) |
Other Income (Expense) |
||||||||||||
The effect of cash flow hedging accounting: |
||||||||||||||||
Amount reclassified from AOCI into expense |
$ | (48 | ) | $ | | $ | (3 | ) | $ | |
The credit risk associated with these interest rate swaps is the risk of default by the counterparty. To minimize this risk, the Company only enters into interest rate swaps agreements with highly rated counterparties that management believes to be creditworthy. The notional amounts of these agreements do not represent amounts exchanged by the parties and, therefore, are not a measure of the potential loss exposure. Risk management results for the six months ended June 30, 2022 and years ended December 31, 2021 and 2020, related to the balance sheet hedging of $10.0 million, $10.0 million and $5.0 million, of 90-day FHLB advances, included in borrowings, respectively, indicate that the hedge was 100% effective, and there was no component of the derivative instruments unrealized gain or loss which was excluded from the assessment of hedge effectiveness. As of June 30, 2022, December 31, 2021 and 2020, the Company posted $527,000, $526,000 and $525,000, respectively, of cash to the counterparty as collateral on its interest rate swap contracts, which was presented within cash and due from banks on the consolidated balance sheets.
20. | Fair Values of Assets and Liabilities |
Determination of Fair Value
The fair value of an asset or liability 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. The Company uses prices
F-44
and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from one level to another. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Companys various assets and liabilities. In cases where quoted market prices are not available, fair values are based on estimates using present value of cash flows or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
The Company groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the observability and reliability of the assumptions used to determine fair value.
Level 1 Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 Level 3 inputs are unobservable inputs for the asset or liability.
For assets and liabilities, fair value is based upon the lowest level of observable input that is significant to the fair value measurement.
In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon models that primarily use, as inputs, observable market-based parameters. The Companys valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Companys valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and, therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented therein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value is set forth below. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Companys financial assets and financial liabilities carried at fair value at June 30, 2022, December 31, 2021 and 2020.
Financial Assets and Financial Liabilities: Financial assets and financial liabilities measured at fair value on a recurring basis include the following:
Securities Available-for-Sale: The Companys investment in U.S. Government-sponsored entities bonds, U.S Government agency small business administration pools guaranteed by the SBA, collateralized mortgage obligations issued by the FHLMC, FNMA, and GNMA residential mortgage-backed securities, other municipal bonds and corporate subordinated debt is generally classified within Level 2 of the fair value hierarchy. For these securities, the Company obtains fair value measurements from independent pricing services or uses fair value measurements considering observable market data. The fair value measurements consider observable data that may include reported trades, dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instruments terms and conditions.
Mortgage Servicing Rights: Fair value is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model utilizes interest rate, prepayment speed and default
F-45
rate assumptions that market participants would use in estimating future net servicing income and that can be validated against available market data (see Note 7 Loan Servicing, for more information). These assumptions are inherently sensitive to change as these unobservable inputs are not based on quoted prices in active markets or otherwise observable.
Derivative Instruments and Hedges: The valuation of these instruments is determined using the discounted cash flow method on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.
The following table summarizes financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022, December 31, 2021 and 2020, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
June 30, 2022 | (Dollars in thousands) | |||||||||||||||
Securities available-for-sale: |
||||||||||||||||
U.S. Government-sponsored enterprises obligations |
$ | 5,841 | $ | | $ | 5,841 | $ | | ||||||||
U.S Government agency small business administration pools guaranteed by the SBA |
9,428 | | 9,428 | | ||||||||||||
Collateralized mortgage obligations issued by the FHLMC, FNMA and GNMA |
5,893 | | 5,893 | | ||||||||||||
Residential mortgage-backed securities |
24,284 | | 24,284 | | ||||||||||||
Municipal bonds |
53,299 | | 53,299 | | ||||||||||||
Corporate subordinated debt |
4,642 | | 4,642 | | ||||||||||||
Other assets: |
||||||||||||||||
Mortgage servicing rights |
364 | | | 364 | ||||||||||||
Derivatives |
744 | | 744 | |
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
December 31, 2021 | (Dollars in thousands) | |||||||||||||||
Securities available-for-sale: |
||||||||||||||||
U.S. Government-sponsored enterprises obligations |
$ | 5,971 | $ | | $ | 5,971 | $ | | ||||||||
U.S. Government agency small business administration pools guaranteed by the SBA |
5,045 | | 5,045 | |||||||||||||
Collateralized mortgage obligations issued by the FHLMC, FNMA and GNMA |
3,332 | | 3,332 | | ||||||||||||
Residential mortgage-backed securities |
23,332 | | 23,332 | | ||||||||||||
Municipal bonds |
50,613 | | 50,613 | | ||||||||||||
Corporate subordinated debt |
3,072 | | 3,072 | | ||||||||||||
Other assets: |
||||||||||||||||
Mortgage servicing rights |
$ | 322 | $ | | $ | | $ | 322 | ||||||||
Derivatives |
200 | | 200 | |
F-46
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
December 31, 2020 | (Dollars in thousands) | |||||||||||||||
Securities available-for-sale: |
||||||||||||||||
U.S. Government-sponsored enterprises obligations |
$ | 973 | $ | | $ | 973 | $ | | ||||||||
U.S. Government agency small business administration pools guaranteed by the SBA |
2,470 | | 2,470 | |||||||||||||
Collateralized mortgage obligations issued by the FHLMC |
949 | | 949 | | ||||||||||||
Residential mortgage-backed securities |
5,136 | | 5,136 | | ||||||||||||
Municipal bonds |
45,942 | | 45,942 | | ||||||||||||
Other assets: |
||||||||||||||||
Mortgage servicing rights |
$ | 273 | $ | | $ | | $ | 273 | ||||||||
Other liabilities: |
||||||||||||||||
Derivatives |
$ | 137 | $ | | $ | 137 | $ | |
For the six months ended June 30, 2022 and 2021, the changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:
(Dollars in thousands) | Mortgage Servicing Rights (1) |
|||
Balance as of January 1, 2022 |
$ | 322 | ||
Included in net income |
42 | |||
|
|
|||
Balance as of June 30, 2022 |
$ | 364 | ||
|
|
|||
Total unrealized net gains (losses) included in net income related to assets still held as of June 30, 2022 |
$ | | ||
|
|
|||
Balance as of January 1, 2021 |
$ | 273 | ||
Included in net income |
30 | |||
|
|
|||
Balance as of June 30, 2021 |
$ | 303 | ||
|
|
|||
Total unrealized net gains (losses) included in net income related to assets still held as of June 30, 2021 |
$ | | ||
|
|
For the years ended December 31, 2021 and 2020, the changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:
(Dollars in thousands) | Mortgage Servicing Rights (1) |
|||
Balance as of January 1, 2021 |
$ | 273 | ||
Included in net income |
49 | |||
|
|
|||
Balance as of December 31, 2021 |
$ | 322 | ||
|
|
|||
Total unrealized net gains (losses) included in net income related to assets still held as of December 31, 2021 |
$ | | ||
|
|
|||
Balance as of January 1, 2020 |
$ | 397 | ||
Included in net income |
(124 | ) | ||
|
|
|||
Balance as of December 31, 2020 |
$ | 273 | ||
|
|
|||
Total unrealized net gains (losses) included in net income related to assets still held as of December 31, 2020 |
$ | | ||
|
|
(1) | Realized and unrealized gains and losses related to mortgage servicing rights are reported as a component of loan servicing fee income (loss) in the Companys consolidated statements of income. |
F-47
For Level 3 assets measured at fair value on a recurring basis as of June 30, 2022, December 31, 2021 and 2020, the significant unobservable inputs used in the fair value measurements were as follows:
June 30, 2022 | ||||||||||||||||||
(Dollars in thousands) | Valuation Technique |
Description | Range | Weighted Average (1) |
Fair Value |
|||||||||||||
Mortgage Servicing Rights |
|
Discounted Cash Flow |
|
Prepayment Rate | 7.11% - 28.28% | 8.71 | % | $ | 364 | |||||||||
Discount Rate | 9.00% - 9.00% | 9.00 | % | |||||||||||||||
Delinquency Rate | 2.30% - 3.04% | 2.43 | % | |||||||||||||||
Default Rate | 0.18% - 0.28% | 0.20 | % |
December 31, 2021 | ||||||||||||||||||
(Dollars in thousands) | Valuation Technique |
Description | Range | Weighted Average (1) |
Fair Value |
|||||||||||||
Mortgage Servicing Rights |
|
Discounted Cash Flow |
|
Prepayment Rate | 6.63% - 25.56% | 13.39 | % | $ | 322 | |||||||||
Discount Rate | 9.00% - 9.00% | 9.00 | % | |||||||||||||||
Delinquency Rate | 2.82% - 3.63% | 2.96 | % | |||||||||||||||
Default Rate | 0.08% - 0.14% | 0.13 | % |
December 31, 2020 | ||||||||||||||||||
(Dollars in thousands) | Valuation Technique |
Description |
Range | Weighted Average (1) |
Fair Value |
|||||||||||||
Mortgage Servicing Rights |
|
Discounted Cash Flow |
|
Prepayment Rate | 14.05% - 29.77% | 20.97 | % | $ | 273 | |||||||||
Discount Rate | 9.00% - 9.00% | 9.00 | % | |||||||||||||||
Delinquency Rate | 3.91% - 5.13% | 4.12 | % | |||||||||||||||
Default Rate | 0.08% - 0.14% | 0.13 | % |
(1) | Unobservable inputs for mortgage servicing rights were weighted by loan amount. |
The significant unobservable inputs used in the fair value measurement of the Companys mortgage servicing rights are the weighted-average prepayment rate, weighted-average discount rate, weighted average delinquency rate and weighted-average default rate. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. Although the prepayment rate and the discount rate are not directly interrelated, they generally move in opposite directions of each other.
The Company estimates the fair value of mortgage servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income. Observable and unobservable inputs are entered into this model as prescribed by an independent third party to arrive at an estimated fair value. See Note 7, Loan Servicing, for a roll forward of our Level 3 item and related inputs and assumptions used to determine fair value at June 30, 2022, December 31, 2021 and 2020.
Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial assets measured at fair value on a non-recurring basis during the reported periods may include certain impaired loans reported at the fair value of the underlying collateral. Fair value is measured using appraised values of collateral and adjusted as necessary by management based on unobservable inputs for specific properties. However, the choice of observable data is subject to significant judgment, and there are often adjustments based on judgment in order to make observable data comparable and to consider the impact of time, the condition of properties, interest rates and other market factors on current values. Additionally, commercial real estate appraisals frequently involve
F-48
discounting of projected cash flows, which relies inherently on unobservable data. Therefore, real estate collateral related nonrecurring fair value measurement adjustments have generally been classified as Level 3.
Estimates of fair value used for other collateral supporting commercial loans generally are based on assumptions not observable in the marketplace, and therefore, such valuations have been classified as Level 3. Financial assets measured at fair value on a non-recurring basis during the reported periods also include loans held for sale. Residential mortgage loans held for sale are recorded at the lower of cost or fair value and are therefore measured at fair value on a non-recurring basis. The fair values for loans held for sale are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality and are included in Level 3. At June 30, 2022, December 31, 2021 and 2020, there were no assets measured at fair value on a nonrecurring basis.
Non-Financial Assets and Non-Financial Liabilities: The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Non-financial assets measured at fair value on a non-recurring basis generally include certain foreclosed assets which, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for loan losses and certain foreclosed assets which, subsequent to their initial recognition, are remeasured at fair value through a write-down included in other non-interest expense. There were no foreclosed assets at June 30, 2022, December 31, 2021 or 2020.
ASC Topic 825, Financial Instruments, requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above. ASU 2016-01 requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The exit price notion is a market-based measurement of fair value that is represented by the price to sell an asset or transfer a liability in the principal market (or most advantageous market in the absence of a principal market) on the measurement date. At June 30, 2022, December 31, 2021 and 2020, fair values of loans are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors.
F-49
Summary of Fair Values of Financial Instruments not Carried at Fair Value
The estimated fair values, and related carrying or notional amounts, of the Companys financial instruments at June 30, 2022 and December 31, 2021 and 2020 are as follows:
Carrying Amount |
Fair Value |
Level 1 | Level 2 | Level 3 | ||||||||||||||||
June 30, 2022 |
||||||||||||||||||||
Financial Assets: |
||||||||||||||||||||
Cash and due from banks |
$ | 4,057 | $ | 4,057 | $ | 4,057 | $ | | $ | | ||||||||||
Interest-bearing time deposits with other banks |
996 | 996 | | 996 | | |||||||||||||||
Federal Home Loan Bank stock |
2,684 | 2,684 | | 2,684 | | |||||||||||||||
Bank-owned life insurance |
4,502 | 4,502 | | 4,502 | | |||||||||||||||
Loans, net |
381,957 | 358,522 | | | 358,522 | |||||||||||||||
Accrued interest receivable |
1,646 | 1,646 | 1,646 | | | |||||||||||||||
Financial Liabilities: |
||||||||||||||||||||
Deposits |
$ | 387,868 | $ | 385,859 | $ | 333,051 | $ | 52,808 | $ | | ||||||||||
Advances from Federal Home Loan Bank |
64,250 | 62,866 | | 62,866 | | |||||||||||||||
Mortgagors tax escrow |
725 | 725 | | 725 | | |||||||||||||||
December 31, 2021 |
||||||||||||||||||||
Financial Assets: |
||||||||||||||||||||
Cash and due from banks |
$ | 6,638 | $ | 6,638 | $ | 6,638 | $ | | $ | | ||||||||||
Interest-bearing time deposits with other banks |
1,245 | 1,245 | | 1,245 | | |||||||||||||||
Federal Home Loan Bank stock |
1,688 | 1,688 | | 1,688 | | |||||||||||||||
Bank-owned life insurance |
4,461 | 4,461 | | 4,461 | | |||||||||||||||
Loans, net |
373,051 | 371,587 | | | 371,587 | |||||||||||||||
Accrued interest receivable |
1,499 | 1,499 | 1,499 | | | |||||||||||||||
Financial Liabilities: |
||||||||||||||||||||
Deposits |
$ | 393,243 | $ | 393,145 | $ | 334,917 | $ | 58,228 | $ | | ||||||||||
Advances from Federal Home Loan Bank |
29,462 | 29,063 | | 29,063 | | |||||||||||||||
Mortgagors tax escrow |
652 | 652 | | 652 | | |||||||||||||||
December 31, 2020 |
||||||||||||||||||||
Financial Assets: |
||||||||||||||||||||
Cash and due from banks |
$ | 5,996 | $ | 5,996 | $ | 5,996 | $ | | $ | | ||||||||||
Interest-bearing time deposits with other banks |
2,488 | 2,488 | | 2,488 | | |||||||||||||||
Federal Home Loan Bank stock |
1,796 | 1,796 | | 1,796 | | |||||||||||||||
Bank-owned life insurance |
4,356 | 4,356 | | 4,356 | | |||||||||||||||
Loans, net |
364,800 | 365,116 | | | 365,116 | |||||||||||||||
Accrued interest receivable |
1,412 | 1,412 | 1,412 | | | |||||||||||||||
Financial Liabilities: |
||||||||||||||||||||
Deposits |
$ | 327,381 | $ | 327,696 | $ | 278,713 | $ | 48,983 | $ | | ||||||||||
Advances from Federal Home Loan Bank |
34,127 | 34,832 | | 34,832 | | |||||||||||||||
Advances from Federal Reserve Bank |
18,195 | 18,199 | | 18,199 | | |||||||||||||||
Mortgagors tax escrow |
1,420 | 1,420 | | 1,420 | |
F-50
21. | Condensed Financial Statements of Parent Company |
Financial information pertaining to First Seacoast Bancorp only is as follows:
CONDENSED BALANCE SHEETS
June 30, 2022 | December 31, | |||||||||||
2022 | 2021 | 2020 | ||||||||||
(Dollars in thousands) | ||||||||||||
ASSETS |
||||||||||||
Cash held at First Seacoast Bank |
$ | 9,156 | $ | 9,785 | $ | 10,118 | ||||||
Investment in First Seacoast Bank |
40,570 | 48,477 | 46,467 | |||||||||
Loan to First Seacoast Bank ESOP |
2,105 | 2,105 | 2,180 | |||||||||
Deferred tax asset |
| 60 | 85 | |||||||||
Other assets |
41 | 43 | 18 | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
$ | 51,872 | $ | 60,470 | $ | 58,868 | ||||||
|
|
|
|
|
|
|||||||
LIABILITIES |
||||||||||||
Other liabilities |
$ | | $ | 2 | $ | 7 | ||||||
|
|
|
|
|
|
|||||||
Total liabilities |
| 2 | 7 | |||||||||
|
|
|
|
|
|
|||||||
STOCKHOLDERS EQUITY |
||||||||||||
Stockholders equity |
51,872 | 60,468 | 58,861 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and stockholders equity |
$ | 51,872 | $ | 60,470 | $ | 58,868 | ||||||
|
|
|
|
|
|
CONDENSED STATEMENTS OF INCOME
For the Six Months Ended June 30, |
For the Year Ended December 31, |
|||||||||||||||
2022 | 2021 | 2021 | 2020 | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Income: |
||||||||||||||||
Interest on ESOP loan |
$ | | $ | | $ | 115 | $ | 119 | ||||||||
Expense: |
||||||||||||||||
Miscellaneous expense |
3 | 3 | 3 | 2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
(Loss) income before income tax expense and equity in undistributed net income of First Seacoast Bank |
(3 | ) | (3 | ) | 112 | 117 | ||||||||||
Income tax expense |
63 | | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net (loss) income before equity in undistributed net income of First Seacoast Bank |
(66 | ) | (3 | ) | 112 | 117 | ||||||||||
Equity in undistributed net income of First Seacoast Bank |
638 | 1,744 | 2,509 | 962 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 572 | $ | 1,741 | $ | 2,621 | $ | 1,079 | ||||||||
|
|
|
|
|
|
|
|
F-51
CONDENSED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, |
For the Year Ended December 31, |
|||||||||||||||
2022 | 2021 | 2021 | 2020 | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||||||
Net income |
$ | 572 | $ | 1,741 | $ | 2,621 | $ | 1,079 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjustments to reconcile net income to net cash (used) provided by operating activities: |
||||||||||||||||
Undistributed net income of First Seacoast Bank |
(638 | ) | (1,744 | ) | (2,509 | ) | (962 | ) | ||||||||
Deferred tax expense (benefit) |
60 | 19 | 25 | 18 | ||||||||||||
Decrease (increase) in other assets |
2 | (19 | ) | (25 | ) | 172 | ||||||||||
(Decrease) increase in other liabilities |
(2 | ) | (7 | ) | (5 | ) | 7 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash (used) provided by operating activities |
(6 | ) | (10 | ) | 107 | 314 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||||||||
Principal payments received on ESOP |
| | 75 | 72 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by investing activities |
| | 75 | 72 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||||||
Treasury stock purchases |
(623 | ) | (403 | ) | (515 | ) | (233 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash used by financing activities |
(623 | ) | (403 | ) | (515 | ) | (233 | ) | ||||||||
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Net change in cash |
(629 | ) | (413 | ) | (333 | ) | 153 | |||||||||
Cash at beginning of period |
9,785 | 10,118 | 10,118 | 9,965 | ||||||||||||
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Cash at end of period |
$ | 9,156 | $ | 9,705 | $ | 9,785 | $ | 10,118 | ||||||||
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F-52
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 First Seacoast Bancorp, Inc. or First Seacoast 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 imply that there has been no change in the affairs of First Seacoast Bancorp, Inc. or First Seacoast Bank since any of the dates as of which information is furnished herein or since the date hereof.
Up to 3,795,000 Shares
First Seacoast Bancorp, Inc.
(Proposed Holding Company for First Seacoast Bank)
COMMON STOCK
par value $0.01 per share
PROSPECTUS
Keefe, Bruyette & Woods
A Stifel Company
November ____, 2022
These securities are not deposits or accounts and are not federally insured or guaranteed.
Until ____________, 2023, 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.
Dear Fellow Stockholder:
First Seacoast Bancorp is soliciting stockholder votes regarding the mutual-to-stock conversion of First Seacoast Bancorp, MHC. Pursuant to a Plan of Conversion and Reorganization, our organization will convert from a partially public company to a fully public company by selling a minimum of 2,805,000 shares of common stock of a newly formed company, named First Seacoast Bancorp, Inc., which will become the holding company for First Seacoast Bank.
The Proxy Vote
We must receive the approval of our stockholders before we can proceed with the transactions contemplated by the Plan of Conversion and Reorganization. Enclosed is a proxy statement/prospectus describing the proposals being presented at our special meeting of stockholders. Please vote the enclosed proxy card today. Our Board of Directors unanimously recommends that you vote FOR approval of the Plan of Conversion and Reorganization and FOR approval of the other matters to be presented at the special meeting.
The Exchange
Upon the completion of the conversion and stock offering, your shares of First Seacoast Bancorp common stock will be exchanged for shares of First Seacoast Bancorp, Inc. common stock. The number of new shares that you receive will be based on an exchange ratio that is described in the proxy statement/prospectus. Shortly after the completion of the conversion and stock offering, our exchange agent will send a transmittal form to each stockholder of First Seacoast Bancorp who holds stock certificates. The transmittal form will explain the procedure to follow to exchange your shares. Do not deliver your certificate(s) before you receive the transmittal form. Shares of First Seacoast Bancorp common stock that are held in street name (e.g., in a brokerage account) will be converted automatically at the completion of the conversion and stock offering no action or documentation will be required of you.
The Stock Offering
We are offering for sale shares of common stock of First Seacoast Bancorp, Inc. at a price of $10.00 per share. The shares are first being offered in a subscription offering to eligible depositors and borrowers of First Seacoast Bank. First Seacoast Bancorps public stockholders do not have priority rights to purchase shares in the subscription offering unless they are also eligible depositors or borrowers of First Seacoast Bank. However, if all shares are not subscribed for in the subscription offering, shares would be available for sale in a community offering to First Seacoast Bancorps public stockholders and others not eligible to subscribe for shares in the subscription offering. If you are interested subscribing for shares of our common stock, contact our Stock Information Center at _______ (toll-free) to receive a stock order form and a prospectus. The stock offering period is expected to expire on December ____, 2022.
If you have any questions, please refer to the Questions & Answers section of this document.
Thank you for your support as a stockholder of First Seacoast Bancorp.
Sincerely,
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James R. Brannen |
President and Chief Executive Officer |
These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, nor any state securities regulator has approved or disapproved of these securities or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
PROSPECTUS OF FIRST SEACOAST BANCORP, INC.
AND
PROXY STATEMENT OF FIRST SEACOAST BANCORP
First Seacoast Bank is converting from the mutual holding company structure to a fully-public stock holding company structure. Currently, First Seacoast Bank is the wholly-owned subsidiary of First Seacoast Bancorp, a federally-chartered corporation, and First Seacoast Bancorp, MHC, a federally-chartered mutual holding company, owns approximately 55.2% of First Seacoast Bancorps common stock. The remaining 44.8% of First Seacoast Bancorps common stock is owned by public stockholders. As a result of the conversion and stock offering, a newly formed Maryland corporation, named First Seacoast Bancorp, Inc., Inc. will replace First Seacoast Bancorp as the holding company of First Seacoast Bank. Each share of First Seacoast Bancorp common stock owned by the public will be exchanged for between 0.8358 and 1.1308 shares of common stock of First Seacoast Bancorp, Inc., so that immediately after the conversion and stock offering First Seacoast Bancorps public stockholders will own the same percentage of First Seacoast Bancorp, Inc. common stock as they owned of First Seacoast Bancorps common stock immediately before the conversion and stock offering, excluding any new shares they purchase in the stock offering and their receipt of cash in lieu of fractional exchange shares, and reflecting certain assets held by First Seacoast Bancorp, MHC. The actual number of shares that you will receive will depend on the percentage of First Seacoast Bancorp common stock owned by the public at the completion of the conversion and stock offering, certain assets held by First Seacoast Bancorp, MHC, the final independent appraisal of First Seacoast Bancorp, Inc. and the number of shares of First Seacoast Bancorp, Inc. common stock sold in the stock offering described in the following paragraph. It will not depend on the market price of First Seacoast Bancorp common stock. See Proposal 1 Approval of the Plan of Conversion and Reorganization Share Exchange Ratio for a discussion of the exchange ratio. Based on the $_____ per share closing price of First Seacoast Bancorp common stock as of the last trading day before the date of this proxy statement/prospectus, the initial value of the First Seacoast Bancorp, Inc. common stock you receive in the share exchange would be _____ than the market value of the First Seacoast Bancorp common stock you currently own. See Risk Factors The market value of First Seacoast Bancorp, Inc. common stock received in the share exchange may be less than the market value of First Seacoast Bancorp common stock exchanged.
Concurrently with the exchange offer, we are offering for sale up to 3,795,000 shares of common stock of First Seacoast Bancorp, Inc., representing the ownership interest of First Seacoast Bancorp, MHC in First Seacoast Bancorp as well as the value of certain assets owned by First Seacoast Bancorp, MHC. We are offering the shares of common stock to eligible depositors and borrowers of First Seacoast Bank, to First Seacoast Banks tax qualified benefit plans and to the public, including First Seacoast Bancorp stockholders, at a price of $10.00 per share. The conversion to stock form of First Seacoast Bancorp, MHC and the offering and exchange of common stock by First Seacoast Bancorp, Inc. is referred to herein as the conversion and offering. Once the conversion and stock offering is completed, First Seacoast Bank will be a wholly-owned subsidiary of First Seacoast Bancorp, Inc., and 100% of the common stock of First Seacoast Bancorp, Inc. will be owned by public stockholders. As a result of the conversion and stock offering, First Seacoast Bancorp and First Seacoast Bancorp, MHC will cease to exist.
First Seacoast Bancorps common stock is currently listed on the Nasdaq Capital Market under the symbol FSEA. We have applied to list the shares of First Seacoast Bancorp, Inc. common stock on the Nasdaq Capital Market under the symbol FSEA.
The conversion and stock offering cannot be completed unless the stockholders of First Seacoast Bancorp approve First Seacoast Bancorp, MHCs Plan of Conversion and Reorganization, which may be referred to herein as the plan of conversion. First Seacoast Bancorp is holding a special meeting of stockholders at the main office of First Seacoast Bank, located at 633 Central Avenue, Dover, New Hampshire, on December ____, 2022, at ___:___ __.m., Eastern time, to consider and vote upon the plan of conversion. We must obtain the affirmative vote of the holders of (i) two-thirds of the total number of votes entitled to be cast at the special meeting by First Seacoast Bancorp stockholders, including shares owned by First Seacoast Bancorp, MHC, and (ii) a majority of the total number of votes entitled to be cast at the special meeting by First Seacoast Bancorp stockholders other than First Seacoast Bancorp, MHC. First Seacoast Bancorps board of directors unanimously recommends that stockholders vote FOR approval of the plan of conversion.
This document serves as the proxy statement for the special meeting of stockholders of First Seacoast Bancorp and the prospectus for the shares of First Seacoast Bancorp, Inc. common stock to be issued in exchange for shares of First Seacoast Bancorp common stock. We urge you to read this entire document carefully. You can also obtain information about us from documents that we have filed with the Securities and Exchange Commission and the Board of Governors of the Federal Reserve System. This document does not serve as the prospectus relating to the offering by First Seacoast Bancorp, Inc. of its shares of common stock in the stock offering, which offering is being made pursuant to a separate prospectus. Stockholders of First Seacoast Bancorp are not required to participate in the stock offering.
This proxy statement/prospectus contains information that you should consider in evaluating the plan of conversion. In particular, you should carefully read the section captioned Risk Factors beginning on page 11 for a discussion of certain risk factors relating to the conversion and stock offering.
These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency nor any state securities regulator has approved or disapproved of these securities or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
For answers to your questions, read this proxy statement/prospectus, including the Questions and Answers section, beginning on page ____. Questions about voting on the plan of conversion may be directed to _________, Monday through Friday from 9:00 a.m. to 5:00 p.m., Eastern time. Banks and brokers may call ________, and all others may call _________ (toll-free).
The date of this proxy statement/prospectus is November ___, 2022, and it is first being mailed to stockholders of First Seacoast Bancorp on or about November ____, 2022.
FIRST SEACOAST BANCORP
633 Central Avenue
Dover, New Hampshire 03820
(603) 742-4680
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
On December _____, 2022, First Seacoast Bancorp will hold a special meeting of stockholders at the above address. The meeting will begin at ____:___ ___.m., Eastern time. At the meeting, stockholders will consider and act on the following:
1. | The approval of a plan of conversion and reorganization, whereby First Seacoast Bancorp, MHC and First Seacoast Bancorp will convert and reorganize from the mutual holding company structure to the stock holding company structure, as more fully described in the attached proxy statement; |
2. | The approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the plan of conversion and reorganization; |
The following informational proposals:
3. | Approval of a provision in First Seacoast Bancorp, Inc.s articles of incorporation requiring a super-majority vote of stockholders to approve certain amendments to First Seacoast Bancorp, Inc.s articles of incorporation; |
4. | Approval of a provision in First Seacoast Bancorp, Inc.s articles of incorporation requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to First Seacoast Bancorp, Inc.s bylaws; |
5. | Approval of a provision in First Seacoast Bancorp, Inc.s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of First Seacoast Bancorp, Inc.s outstanding voting stock; and |
Such other business that may properly come before the meeting. Note: The board of directors is not aware of any other business to come before the meeting.
The provisions of First Seacoast Bancorp, Inc.s articles of incorporation that are summarized as informational proposals 3 through 5 were approved as part of the process in which our board of directors approved the plan of conversion and reorganization (the plan of conversion). These proposals are informational in nature only because the Board of Governors of the Federal Reserve Systems regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals.
The board of directors has fixed the close of business on _________, 2022, as the record date for the determination of stockholders entitled to notice of and to vote at the special meeting and at any adjournment or postponement thereof.
Upon written request addressed to the Corporate Secretary of First Seacoast Bancorp at the above address, stockholders may obtain an additional copy of this proxy statement/prospectus and/or a copy of the plan of conversion. In order to assure timely receipt of these materials, First Seacoast Bancorp must receive the written request by December ____, 2022.
Please complete, sign and date the enclosed proxy card, which is solicited by the board of directors, and mail it in the enclosed envelope today. The proxy will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS |
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Michael J. Bolduc |
Corporate Secretary |
Dover, New Hampshire
November _____, 2022
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PROPOSAL 1 APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION |
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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BUSINESS OF FIRST SEACOAST BANCORP, INC. AND FIRST SEACOAST BANCORP |
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COMPARISON OF STOCKHOLDERS RIGHTS FOR EXISTING STOCKHOLDERS OF FIRST SEACOAST BANCORP |
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DESCRIPTION OF CAPITAL STOCK OF FIRST SEACOAST BANCORP, INC. |
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ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING |
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F-1 |
QUESTIONS AND ANSWERS
FOR STOCKHOLDERS OF FIRST SEACOAST BANCORP
REGARDING THE PLAN OF CONVERSION AND REORGANIZATION
You should read this document for more information about the conversion and stock offering. We have filed applications with the Board of Governors of the Federal Reserve System (the Federal Reserve Board) with respect to the conversion and stock offering and with respect to First Seacoast Bancorp, Inc. becoming the holding company for First Seacoast Bank. The approval of the Federal Reserve Board is required before we can consummate the conversion and stock offering. We have also filed an application with the Office of the Comptroller of the Currency with respect to an amendment to First Seacoast Banks charter. The approval of the Office of the Comptroller of the Currency is required before we can consummate the conversion and stock offering. Any approval by the Federal Reserve Board or the Office of the Comptroller of the Currency does not constitute a recommendation or endorsement of the plan of conversion. Consummation of the conversion and stock offering is also subject to approval of the plan of conversion by First Seacoast Bancorps stockholders, and to the satisfaction of certain other conditions.
Q. | WHAT ARE STOCKHOLDERS BEING ASKED TO APPROVE? |
A. | First Seacoast Bancorp stockholders as of the close of business on _________, 2022 are being asked to vote on the plan of conversion pursuant to which First Seacoast Bancorp, MHC will convert from the mutual to the stock form of organization. As part of the conversion and stock offering, a newly formed Maryland corporation, named First Seacoast Bancorp, Inc., is offering its common stock to eligible depositors and borrowers of First Seacoast Bank, to First Seacoast Banks tax qualified benefit plans, to stockholders of First Seacoast Bancorp as of the close of business on _________, 2022, and to the public. The shares offered for sale represent First Seacoast Bancorp, MHCs current ownership interest in First Seacoast Bancorp, adjusted for the value of certain assets owned by First Seacoast Bancorp, MHC. Your vote is very important. Without sufficient votes FOR approval of the plan of conversion, we cannot implement the plan of conversion and complete the stock offering. |
In addition, First Seacoast Bancorp stockholders are being asked to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the plan of conversion.
Stockholders also are asked to vote on the following informational proposals with respect to the articles of incorporation of First Seacoast Bancorp, Inc.:
| Approval of a provision requiring a super-majority vote to approve certain amendments to First Seacoast Bancorp, Inc.s articles of incorporation; |
| Approval of a provision requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to First Seacoast Bancorp, Inc.s bylaws; and |
| Approval of a provision to limit the voting rights of shares beneficially owned in excess of 10% of First Seacoast Bancorp, Inc.s outstanding voting stock. |
The provisions of First Seacoast Bancorp, Inc.s articles of incorporation that are the subject of the informational proposals were approved as part of the process in which our board of directors approved the plan of conversion. These proposals are informational in nature only because the Federal Reserve Boards regulations governing mutual-to-stock conversions of mutual holding companies do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals. The provisions of First Seacoast Bancorp, Inc.s articles of incorporation that are summarized above as informational proposals may have the effect of
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deterring, or rendering more difficult, attempts by third parties to obtain control of First Seacoast Bancorp, Inc. if such attempts are not approved by the board of directors, or may make the removal of the board of directors or management, or the appointment of new directors, more difficult.
Q. | WHAT ARE THE REASONS FOR THE CONVERSION AND STOCK OFFERING? |
A. | The primary reasons for the conversion and stock offering are to: |
| support our planned growth and strengthen our regulatory capital position with the additional capital we will raise in the stock offering; |
| facilitate our stock holding companys ability to pay dividends to our public stockholders; |
| transition our organization to a stock holding company structure, which gives us greater flexibility to access the capital markets compared to our existing mutual holding company structure; |
| improve the liquidity of our shares of common stock; and |
| facilitate future expansion by branching or acquisitions. |
As a fully converted stock holding company, we will have greater flexibility in structuring mergers and acquisitions, including the form of consideration that we can use to pay for an acquisition. Our current mutual holding company structure limits our ability to offer shares of our common stock as consideration in a merger or acquisition since First Seacoast Bancorp, MHC is required to own a majority of First Seacoast Bancorps outstanding shares of common stock. Potential sellers often want stock for at least part of the purchase price. Our new stock holding company structure will enable us to offer stock or cash consideration, or a combination of stock and cash, and therefore will enhance our ability to compete with other bidders when acquisition opportunities arise. We currently have no arrangements or understandings regarding any specific acquisition. See Proposal 1 Approval of the Plan of Conversion and Reorganization Reasons for the Conversion and Stock Offering for a more complete discussion.
Q. | WHAT WILL STOCKHOLDERS RECEIVE FOR THEIR EXISTING SHARES OF FIRST SEACOAST BANCORP COMMON STOCK? |
A. | As more fully described in Proposal 1 Approval of the Plan of Conversion and Reorganization Share Exchange Ratio, depending on the number of shares sold in the stock offering, each share of First Seacoast Bancorp common stock that you own at the time of the completion of the conversion and stock offering will be exchanged for between 0.8358 shares at the minimum and 1.1308 shares at the maximum of the offering range of First Seacoast Bancorp, Inc. common stock (cash will be paid in lieu of any fractional shares). For example, if you own 100 shares of First Seacoast Bancorp common stock, and the exchange ratio is 1.1308 (at the maximum of the offering range), after the conversion and stock offering you will receive 113 shares of First Seacoast Bancorp, Inc. common stock and $0.80 in cash, the value of the fractional share based on the $10.00 per share purchase price of stock in the stock offering. |
If you own shares of First Seacoast Bancorp common stock in a brokerage account in street name, your shares will be automatically exchanged within your account, and you do not need to take any action to exchange your shares of common stock or receive cash in lieu of fractional shares. If you hold stock certificate(s) evidencing your shares of First Seacoast Bancorp common stock, after the completion of the conversion and stock offering, our exchange agent will mail to you a transmittal form with instructions to surrender your stock certificate(s). A statement reflecting your ownership of shares of common stock of First Seacoast Bancorp, Inc. and a check representing cash in lieu of fractional shares will be mailed to you within five business days after the transfer agent receives a properly executed transmittal form and your existing First Seacoast Bancorp stock certificate(s). First Seacoast Bancorp, Inc. will not issue stock certificates. Do not submit your stock certificate(s) until you receive a transmittal form.
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Q. | WHY WILL THE SHARES THAT I RECEIVE BE BASED ON A PRICE OF $10.00 PER SHARE RATHER THAN THE TRADING PRICE OF THE COMMON STOCK BEFORE COMPLETION OF THE CONVERSION AND STOCK OFFERING? |
A. | The shares will be based on a price of $10.00 per share because that is the price at which First Seacoast Bancorp, Inc. will sell shares in its stock offering. The amount of common stock that First Seacoast Bancorp, Inc. will issue at $10.00 per share in the stock offering and in the exchange is based on an independent appraisal of the estimated pro forma market value of First Seacoast Bancorp, Inc., assuming the conversion and stock offering are completed. Feldman Financial Advisors, Inc., an appraisal firm experienced in the appraisal of financial institutions, has estimated that, as of August 26, 2022, this pro forma market value was $59.7 million. Based on Federal Reserve Board regulations, the pro forma market value forms the midpoint of the range with a minimum of $50.8 million and a maximum of $68.7 million. Based on this valuation and the valuation range, the number of shares of common stock of First Seacoast Bancorp, Inc. that existing public stockholders of First Seacoast Bancorp will receive in exchange for their shares of First Seacoast Bancorp common stock is expected to range from 0.8358 shares to 1.1308 shares, with a midpoint of 0.9833 shares (a value of approximately $22.7 million to $30.7 million, with a midpoint of $26.7 million, based on a price of $10.00 per share). The number of shares received by the existing public stockholders of First Seacoast Bancorp is intended to maintain their existing ownership in our organization (excluding any new shares purchased by them in the stock offering and their receipt of cash in lieu of fractional exchange shares, and as adjusted to reflect certain assets owned by First Seacoast Bancorp, MHC). The independent appraisal is based in part on First Seacoast Bancorps financial condition and results of operations, the pro forma impact of the additional capital raised by the sale of shares of common stock in the stock offering, and an analysis of a peer group of ten publicly traded savings and loan and bank holding companies that Feldman Financial Advisors, Inc. considered comparable to First Seacoast Bancorp. |
Q. | DOES THE EXCHANGE RATIO DEPEND ON THE TRADING PRICE OF FIRST SEACOAST BANCORP COMMON STOCK? |
A. | No, the exchange ratio will not be based on the trading price of First Seacoast Bancorp common stock. Instead, the exchange ratio will be based on the appraised value of First Seacoast Bancorp, Inc. The purpose of the exchange ratio is to maintain the ownership percentage of public stockholders of First Seacoast Bancorp, as adjusted to reflect certain assets owned by First Seacoast Bancorp, MHC. Therefore, changes in the trading price of First Seacoast Bancorp common stock between now and the completion of the conversion and stock offering will not affect the calculation of the exchange ratio. |
Q. | SHOULD I SUBMIT MY STOCK CERTIFICATE(S) NOW? |
A. | No. If you hold stock certificate(s), instructions for exchanging the certificates will be sent to you by our exchange agent after the completion of the conversion and stock offering. If your shares are held in street name (e.g., in a brokerage account) rather than in certificate form, the share exchange will be reflected automatically in your account upon completion of the conversion and stock offering. |
Q. | HOW DO I VOTE? |
A. | Mark, sign and date each proxy card enclosed, and return the card(s) to us in the enclosed proxy reply envelope. Alternatively, you may vote by Internet or telephone by following the instructions on the proxy card. For information on submitting your proxy, please refer to instructions on the enclosed proxy card. Your vote is very important. Please vote today. |
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Q. | IF MY SHARES ARE HELD IN STREET NAME, WILL MY BROKER, BANK OR OTHER NOMINEE AUTOMATICALLY VOTE ON THE PLAN ON MY BEHALF? |
A. | No. Your broker, bank or other nominee will not be able to vote your shares without instructions from you. You should instruct your broker, bank or other nominee to vote your shares, using the directions that they provide to you. |
Q. | WHY SHOULD I VOTE? WHAT HAPPENS IF I DONT VOTE? |
A. | Your vote is very important. We believe the conversion and stock offering are in the best interests of our stockholders. Not voting all the proxy card(s) you receive will have the same effect as voting against the approval of the plan of conversion. Without sufficient favorable votes FOR approval of the plan of conversion, we cannot complete the conversion and stock offering. |
Q. | WHAT IF I DO NOT GIVE VOTING INSTRUCTIONS TO MY BROKER, BANK OR OTHER NOMINEE? |
A. | Your vote is important. If you do not instruct your broker, bank or other nominee to vote your shares, the unvoted proxy will have the same effect as a vote against the plan of conversion. |
Q. | MAY I PLACE AN ORDER TO PURCHASE SHARES IN THE COMMUNITY OFFERING, IN ADDITION TO THE SHARES THAT I WILL RECEIVE IN THE EXCHANGE? |
A. | Yes. If you would like to receive a prospectus and stock order form, you must call our Stock Information Center at ___________ (toll-free), Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern time. The Stock Information Center is closed bank holidays. |
Eligible depositors and borrowers of First Seacoast Bank have priority subscription rights allowing them to purchase common stock in a subscription offering. Shares not purchased in the subscription offering may be available for sale to the public in a community offering, as described in this document. If orders for First Seacoast Bancorp, Inc. common stock in a community offering exceed the number of shares available for sale, shares will be allocated (to the extent shares remain available) as follows: first, to cover orders of natural persons (including trusts of natural persons) residing in the New Hampshire Rockingham and Strafford; second, to cover orders of First Seacoast Bancorp stockholders as of the close of business on _________, 2022; and thereafter, to cover orders of the general public.
Stockholders of First Seacoast Bancorp are subject to an ownership limitation. Shares of common stock purchased in the stock offering by a stockholder and his or her associates or individuals acting in concert with the stockholder, plus any shares a stockholder and these individuals receive in the exchange for existing shares of First Seacoast Bancorp common stock, may not exceed 9.9% of the total shares of common stock of First Seacoast Bancorp, Inc. to be issued and outstanding after the completion of the conversion and stock offering.
Properly completed and signed stock order forms, with full payment, must be received (not postmarked) no later than ____:____ ___.m., Eastern time, on December _____, 2022.
Q. | WILL THE CONVERSION AND STOCK OFFERING HAVE ANY EFFECT ON DEPOSIT AND LOAN ACCOUNTS AT FIRST SEACOAST BANK? |
A. | No. The account number, amount, interest rate and withdrawal rights of deposit accounts will remain unchanged. Deposits will continue to be federally insured by the Federal Deposit Insurance Corporation up to the legal limit. Loans and rights of borrowers will not be affected. Depositors and borrowers will no longer have voting rights in First Seacoast Bancorp, MHC as to matters currently requiring such vote. First |
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Seacoast Bancorp, MHC will cease to exist after the conversion and stock offering. Only stockholders of First Seacoast Bancorp, Inc. will have voting rights after the conversion and stock offering.
OTHER QUESTIONS?
For answers to other questions, please read this proxy statement/prospectus. Questions about voting on the plan of conversion may be directed to ________, Monday through Friday from 9:00 a.m. to 5:00 p.m., Eastern time. Banks and brokers may call ___________, and all others may call __________ (toll-free). Questions about the stock offering may be directed to our Stock Information Center at ________ (toll-free), Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern time. The Stock Information Center is closed bank holidays.
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This summary highlights material information from this proxy statement/prospectus and may not contain all the information that is important to you. To understand the conversion and stock offering and the other proposals fully, you should read this entire document carefully, including the sections entitled Risk Factors, Proposal 1 Approval of The Plan of Conversion and Reorganization, Proposal 2 Adjournment of the Special Meeting, Proposals 3 through 5 Informational Proposals Related to the Articles of Incorporation of First Seacoast Bancorp, Inc. and the consolidated financial statements and the notes to the consolidated financial statements.
The Special Meeting
Date, Time and Place. First Seacoast Bancorp will hold a special meeting of stockholders at the main office of First Seacoast Bank, located at 633 Central Avenue, Dover, New Hampshire, on December ____, 2022, at ____:____ ___.m., Eastern time.
The Proposals. Stockholders will be voting on the following proposals at the special meeting:
1. | The approval of a plan of conversion and reorganization whereby: (i) First Seacoast Bancorp, MHC and First Seacoast Bancorp will convert and reorganize from the mutual holding company structure to the stock holding company structure; (ii) First Seacoast Bancorp, Inc., a Maryland corporation, will become the new stock holding company of First Seacoast Bank; (iii) the outstanding shares of First Seacoast Bancorp, other than those held by First Seacoast Bancorp, MHC, will be converted into shares of common stock of First Seacoast Bancorp, Inc.; and (iv) First Seacoast Bancorp, Inc. will offer shares of its common stock for sale in a subscription offering, a community offering, if necessary, and a syndicated offering, if necessary; |
2. | The approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the plan of conversion; |
The | informational proposals: |
3. | Approval of a provision in First Seacoast Bancorp, Inc.s articles of incorporation requiring a super-majority vote of stockholders to approve certain amendments to First Seacoast Bancorp, Inc.s articles of incorporation; |
4. | Approval of a provision in First Seacoast Bancorp, Inc.s articles of incorporation requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to First Seacoast Bancorp, Inc.s bylaws; |
5. | Approval of a provision in First Seacoast Bancorp, Inc.s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of First Seacoast Bancorp, Inc.s outstanding voting stock; and |
Such other business that may properly come before the meeting.
The provisions of First Seacoast Bancorp, Inc.s articles of incorporation that are summarized as informational proposals 3 through 5 were approved as part of the process in which our board of directors approved the plan of conversion. These proposals are informational only because the Federal Reserve Boards regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals. The provisions of First
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Seacoast Bancorp, Inc.s articles of incorporation that are summarized as informational proposals may have the effect of deterring or rendering more difficult attempts by third parties to obtain control of First Seacoast Bancorp, Inc., if such attempts are not approved by the board of directors, or may make the removal of the board of directors or management, or the appointment of new directors, more difficult.
Vote Required for Approval of Proposals by the Stockholders of First Seacoast Bancorp
Proposal 1: Approval of the Plan of Conversion. We must obtain the affirmative vote of the holders of (i) two-thirds of the total number of votes entitled to be cast at the special meeting by First Seacoast Bancorp stockholders, including shares owned by First Seacoast Bancorp, MHC, and (ii) a majority of the total number of votes entitled to be cast at the special meeting by First Seacoast Bancorp stockholders other than First Seacoast Bancorp, MHC.
Proposal 1 must also be approved by the members of First Seacoast Bancorp, MHC (i.e., depositors and certain borrowers of First Seacoast Bank) at a special meeting called for that purpose. Depositors and borrowers will receive separate proxy materials from First Seacoast Bancorp, MHC regarding the conversion and stock offering.
Proposal 2: Approval of the adjournment of the special meeting. We must obtain the affirmative vote of at least a majority of the votes cast by First Seacoast Bancorp stockholders at the special meeting to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the proposal to approve the plan of conversion.
Informational Proposals 3 through 5. The provisions of First Seacoast Bancorp, Inc.s articles of incorporation that are summarized as informational proposals were approved as part of the process in which the board of directors of First Seacoast Bancorp approved the plan of conversion. These proposals are informational only because the Federal Reserve Boards regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with respect to each of the informational proposals listed above, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals. The provisions of First Seacoast Bancorp, Inc.s articles of incorporation that are summarized as informational proposals may have the effect of deterring or rendering more difficult attempts by third parties to obtain control of First Seacoast Bancorp, Inc., if such attempts are not approved by the board of directors, or may make the removal of the board of directors or management, or the appointment of new directors, more difficult.
Other Matters. We must obtain the affirmative vote of the majority of the votes cast by holders of outstanding shares of common stock of First Seacoast Bancorp. At this time, we know of no other matters that may be presented at the special meeting.
Revocability of Proxies
You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must advise the corporate secretary of First Seacoast Bancorp in writing before your common stock has been voted at the special meeting, deliver a signed, later-dated proxy or attend the special meeting and vote your shares in person. Attendance at the special meeting will not in itself constitute revocation of your proxy.
Vote by First Seacoast Bancorp, MHC
Management anticipates that First Seacoast Bancorp, MHC, our majority stockholder, will vote all of its shares of common stock in favor of all the matters set forth above. If First Seacoast Bancorp, MHC votes all of its shares in favor of each proposal, the approval of the adjournment of the special meeting, if necessary, would be assured.
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As of __________, 2022, the directors and executive officers of First Seacoast Bancorp beneficially owned _________ shares, or approximately _____% of the outstanding shares of First Seacoast Bancorp common stock, and First Seacoast Bancorp, MHC owned 3,345,925 shares, or approximately 55.2% of the outstanding shares of First Seacoast Bancorp common stock.
Vote Recommendations
Your board of directors unanimously recommends that you vote FOR approval of the plan of conversion, FOR approval of the adjournment of the special meeting, if necessary, and FOR approval of the Informational Proposals 3 through 5.
Our Business
[Same as prospectus]
Plan of Conversion and Reorganization
The Boards of Directors of First Seacoast Bancorp, First Seacoast Bancorp, MHC, First Seacoast Bank and First Seacoast Bancorp, Inc. have adopted a plan of conversion pursuant to which First Seacoast Bank will reorganize from a mutual holding company structure to a stock holding company structure. Public stockholders of First Seacoast Bancorp will receive shares in First Seacoast Bancorp, Inc. in exchange for their shares of First Seacoast Bancorp common stock based on an exchange ratio. See The Exchange of Existing Shares of First Seacoast Bancorp Common Stock. This conversion to a stock holding company structure also includes the offering by First Seacoast Bancorp, Inc. of shares of its common stock to eligible depositors and borrowers of First Seacoast Bank and to the public, including First Seacoast Bancorp stockholders, in a subscription offering and, if necessary, in a community offering and/or in a separate offering through a syndicate of broker-dealers, referred to in this proxy statement/prospectus as the syndicated offering. Following the conversion and stock offering, First Seacoast Bancorp, MHC and First Seacoast Bancorp will no longer exist, and First Seacoast Bancorp, Inc. will be the parent company of First Seacoast Bank.
The conversion and stock offering cannot be completed unless the stockholders of First Seacoast Bancorp approve the plan of conversion. First Seacoast Bancorps stockholders will vote on the plan of conversion at First Seacoast Bancorps special meeting. This document is the proxy statement used by First Seacoast Bancorps board of directors to solicit proxies for the special meeting. It is also the prospectus of First Seacoast Bancorp, Inc. regarding the shares of First Seacoast Bancorp, Inc. common stock to be issued to First Seacoast Bancorps stockholders in the share exchange. This document does not serve as the prospectus relating to the stock offering by First Seacoast Bancorp, Inc. of its shares of common stock in the subscription offering and any community offering or syndicated community offering, which will be made pursuant to a separate prospectus.
Our Organizational Structure
[Same as prospectus]
Business Strategy
[Same as prospectus]
Reasons for the Conversion and Stock Offering
[Same as prospectus]
See Proposal 1 Approval of the Plan of Conversion and Reorganization for a more complete discussion of our reasons for conducting the conversion and stock offering.
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Conditions to Completion of the Conversion and Stock Offering
[Same as prospectus]
The Exchange of Existing Shares of First Seacoast Bancorp Common Stock
[Same as prospectus]
How We Determined the Offering Range, the Exchange Ratio and the $10.00 Per Share Stock Price
[Same as prospectus]
For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see Proposal 1 Approval of the Plan of Conversion and Reorganization Stock Pricing and Number of Shares to be Issued.
How We Intend to Use the Proceeds From the Stock Offering
[Same as prospectus]
Our Dividend Policy
[Same as prospectus]
Purchases and Ownership by Officers and Directors
[Same as prospectus]
Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion and Stock Offering
[Same as prospectus]
Market for Common Stock
[Same as prospectus]
Income Tax Consequences
[Same as prospectus]
Changes in Stockholders Rights for Existing Stockholders of First Seacoast Bancorp
As a result of the conversion and stock offering, existing stockholders of First Seacoast Bancorp will become stockholders of First Seacoast Bancorp, Inc. Some rights of stockholders of First Seacoast Bancorp, Inc. will be reduced compared to the rights stockholders currently have in First Seacoast Bancorp The reduction in stockholder rights results from differences between the federal and Maryland charters/articles of incorporation and bylaws, and from distinctions between federal and Maryland law. Many of the differences in stockholder rights under the articles of incorporation and bylaws of First Seacoast Bancorp, Inc. are not mandated by Maryland law but have been chosen by management as being in the best interests of First Seacoast Bancorp, Inc. and all of its stockholders. The differences in stockholder rights in the articles of incorporation and bylaws of First Seacoast Bancorp, Inc. include the following provisions chosen by the board: (i) greater lead time required for stockholders to submit proposals for certain provisions of new business or to nominate directors; (ii) approval by at least 80% of outstanding shares required to amend the bylaws and certain provisions of the articles of incorporation; (iii) a limit
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on voting rights of shares beneficially owned in excess of 10% of First Seacoast Bancorp, Inc.s outstanding voting stock; (iv) director qualifications; and (v) a greater percentage of outstanding shares that is required for stockholders to call a special meeting. See Comparison of Stockholders Rights For Existing Stockholders of First Seacoast Bancorp for a discussion of these differences.
Dissenters Rights
Stockholders of First Seacoast Bancorp do not have dissenters rights in connection with the conversion and stock offering.
Important Risks in Owning First Seacoast Bancorp, Inc.s Common Stock
Before you vote on the conversion and stock offering, you should read the Risk Factors section beginning on page 11 of this proxy statement/prospectus.
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You should carefully consider the following risk factors when deciding how to vote on the conversion and stock offering and before purchasing shares of First Seacoast Bancorp, Inc. common stock.
Risks Related to Our Business
[Same as prospectus]
Risks Related to the Stock Offering and the Exchange
The market value of First Seacoast Bancorp, Inc. common stock received in the share exchange may be less than the market value of First Seacoast Bancorp common stock exchanged.
The number of shares of First Seacoast Bancorp, Inc. common stock you receive will be based on an exchange ratio that will be determined as of the date of completion of the conversion and stock offering. The exchange ratio will be based on the percentage of First Seacoast Bancorp common stock held by the public before the completion of the conversion and stock offering, the final independent appraisal of First Seacoast Bancorp, Inc. common stock prepared by Feldman Financial Advisors, Inc. and the number of shares of common stock sold in the stock offering. The exchange ratio will ensure that public stockholders of First Seacoast Bancorp common stock will own the same percentage of First Seacoast Bancorp, Inc. common stock after the conversion and stock offering as they owned of First Seacoast Bancorp common stock immediately before completion of the conversion and stock offering (excluding any new shares purchased by them in the stock offering and their receipt of cash in lieu of fractional exchange shares, and adjusted to reflect certain assets held by First Seacoast Bancorp, MHC). The exchange ratio will not depend on the market price of First Seacoast Bancorp common stock.
The exchange ratio ranges from 0.8358 shares at the minimum of the offering range and 1.1308 shares at the maximum of the offering range of First Seacoast Bancorp, Inc. common stock per share of First Seacoast Bancorp common stock. Shares of First Seacoast Bancorp, Inc. common stock issued in the share exchange will have an initial value of $10.00 per share. Depending on the exchange ratio and the market value of First Seacoast Bancorp common stock at the time of the exchange, the initial market value of the First Seacoast Bancorp, Inc. common stock that you receive in the share exchange could be less than the market value of the First Seacoast Bancorp common stock that you currently own. Based on the most recent closing price of First Seacoast Bancorp common stock before the date of this proxy statement/prospectus, which was $______ per share, the initial value of the First Seacoast Bancorp, Inc. common stock you receive in the share exchange would be less than the market value of the First Seacoast Bancorp common stock you currently own.
There may be a decrease in stockholders rights for existing stockholders of First Seacoast Bancorp.
As a result of the conversion and stock offering, existing stockholders of First Seacoast Bancorp will become stockholders of First Seacoast Bancorp, Inc. In addition to the provisions discussed below that may discourage takeover attempts that may be favored by stockholders, some rights of stockholders of First Seacoast Bancorp, Inc. will be reduced compared to the rights stockholders currently have in First Seacoast Bancorp. The reduction in stockholder rights results from differences between the federal and Maryland chartering documents and bylaws, and from differences between federal and Maryland law. Many of the differences in stockholder rights under the articles of incorporation and bylaws of First Seacoast Bancorp, Inc. are not mandated by Maryland law but have been chosen by management as being in the best interests of First Seacoast Bancorp, Inc. and its stockholders. The articles of incorporation and bylaws of First Seacoast Bancorp, Inc. include the following provisions: (i) greater lead time required for stockholders to submit proposals for new business or to nominate directors; (ii) approval by at least 80% of the outstanding shares of capital stock entitled to vote generally is required to amend the bylaws and certain provisions of the articles of incorporation; (iii) a limit on voting rights of shares beneficially owned in excess of 10% of First Seacoast Bancorp, Inc.s outstanding voting stock; (iv) director qualifications; and (v) a greater percentage of outstanding shares that is required for stockholders to call a special meeting. See Comparison of Stockholders Rights For Existing Stockholders of First Seacoast Bancorp for a discussion of these differences.
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The future price of the shares of common stock may be less than the $10.00 purchase price per share in the stock offering.
If you purchase shares of common stock in the stock offering, you may not be able to sell them later at or above the $10.00 purchase price. In many cases, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the stock offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, changes in federal tax laws, new regulations, investor perceptions of First Seacoast Bancorp, Inc. and the outlook for the financial services industry in general. Price fluctuations in our common stock may be unrelated to our operating performance.
Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.
We intend to invest between $13.2 million and $18.1 million of the net proceeds of the stock offering in First Seacoast Bank. We may use the remaining net proceeds to invest in short-term investments and for general corporate purposes, including repurchasing shares of our common stock and paying dividends. We also expect to use a portion of the net proceeds we retain to fund a loan to our employee stock ownership plan to purchase shares of common stock in the stock offering. First Seacoast Bank may use the net proceeds it receives to fund new loans, paydown wholesale borrowings, expand its retail banking franchise by establishing or acquiring new branches or by acquiring other financial institutions or other financial services companies, or for other general corporate purposes. However, with the exception of funding the loan to the employee stock ownership plan, 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 when we apply or reinvest such proceeds. Also, certain of these uses, such as opening new branches or 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 we cannot predict how long we will require to invest the net proceeds. Our failure to reinvest these funds effectively would reduce our profitability and may adversely affect the value of our common stock.
We do not have strong earnings and will have a relatively high capital level after the completion of the conversion and stock offering. We expect our return on equity will be low following the stock offering, which could negatively affect the trading price of our shares of common stock.
Net income divided by average stockholders equity, known as return on equity, is a ratio many investors use to compare the performance of financial institutions. Our return on average equity was 2.02% for the six months ended June 30, 2022, 4.38% for the year ended December 31, 2021, and 1.85% for the year ended December 31, 2020. Our average equity to average assets was 11.36% for the six months ended June 30, 2022, 12.48% for the year ended December 31, 2021, and 12.91% for the year ended December 31, 2020. At June 30, 2022, our total stockholders equity was $51.9 million. Assuming the completion of the conversion and stock offering, our pro forma stockholders equity at June 30, 2022 is estimated to range from $73.1 million at the minimum of the offering range to $81.7 million at the maximum of the offering range. We expect our return on equity to be lower than our peers unless and until we are able to leverage our capital including the additional capital from the stock offering. Our return on equity also will be negatively affected by added expenses associated with our employee stock ownership plan and the stock-based benefit plans we intend to adopt. Unless and until we can increase our earnings and leverage our capital, including the capital to be raised in the conversion and stock offering, we expect that our return on equity will be low, which may reduce the trading price of our shares of common stock.
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Our stock-based benefit plans will increase our expenses and reduce our income.
We intend to adopt one or more new stock-based benefit plans after the conversion and stock offering, subject to stockholder approval, which will increase our annual compensation and benefit expenses related to the stock options and stock awards granted to participants under the new stock-based benefit plans. The actual amount of these new stock-related compensation and benefit expenses will depend on the number of options and stock awards granted under the plans, the fair market value of our stock or options on the date of grant, the vesting period, and other factors which we cannot predict at this time. If we adopt stock-based benefit plans within 12 months following the conversion and stock offering, the shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plans would be limited to 4% and 10%, respectively, of the total shares of our common stock sold in the stock offering. If we adopt stock-based benefit plans more than 12 months after the completion of the conversion and stock offering, we may award restricted shares of common stock or grant options in excess of these amounts, which would further increase costs.
In addition, we will recognize expense for our employee stock ownership plan when shares are committed to be released to participants accounts, and we will recognize expense for restricted stock awards and stock options over the vesting period of awards made to recipients. The expense in the first year following the stock offering for our employee stock ownership plan and for our new stock-based benefit plans, assuming such plans had been implemented at the beginning of the year, has been estimated to be approximately $728,000 ($628,000 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 purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock. For further discussion of our proposed stock-based plans, see Management Benefits to be Considered Following Completion of the Conversion and Stock Offering.
The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans.
We intend to adopt one or more new stock-based benefit plans following the stock offering. These plans may be funded either through open market purchases of our common stock or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of our common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of our stock, our capital levels, alternative uses for our capital and our financial performance. While our intention is to fund the new stock-based benefit plans through open market purchases, stockholders would experience a 5.24% dilution in ownership interest if newly issued shares of our common stock are used to fund stock options in an amount equal to 10% of the shares sold in the stock offering, and all such stock options are exercised, and a 2.14% dilution in ownership interest if newly issued shares of our common stock are used to fund shares of restricted common stock in an amount equal to 4% of the shares sold in the stock offering. Such dilution would also reduce earnings per share. If we adopt the plans more than 12 months following the conversion and stock offering, new stock-based benefit plans would not be subject to these limitations and stockholders could experience greater dilution.
Although the implementation of new stock-based benefit plans would 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 have been approved by stockholders.
We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the conversion and stock offering may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs.
If we adopt stock-based benefit plans more than 12 months following the completion of the conversion and stock offering, then grants of shares of common stock or stock options under our proposed stock-based benefit plans may exceed 4% and 10%, respectively, of shares of common stock sold in the stock offering. Stock-based benefit plans that provide for awards in excess of these amounts would increase our costs beyond the amounts estimated in
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Our stock-based benefit plans will increase our expenses and reduce our income. Stock-based benefit plans that provide for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans. Although the implementation of stock-based benefit plans would be subject to stockholder approval, the timing of the implementation of such plans will be at the discretion of our board of directors.
Various factors may make takeover attempts more difficult to achieve.
Certain provisions of our articles of incorporation and bylaws and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of First Seacoast Bancorp, Inc. without our board of directors approval. Under regulations applicable to the conversion and stock offering, for a period of three years following completion of the conversion and stock offering, no person may offer to acquire or acquire beneficial ownership of more than 10% of our common stock without prior approval of the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board and receive the Federal Reserve Boards non-objection before acquiring control of a savings and loan holding company. There also are provisions in our articles of incorporation and bylaws that we may use to delay or block a takeover attempt, including a provision that prohibits any person from voting more than 10% of our outstanding shares of common stock. Furthermore, shares of restricted stock and stock options that we may grant to employees and directors, stock ownership by our management and directors and other factors may make it more difficult for companies or persons to acquire control of First Seacoast Bancorp, Inc. without the consent of our board of directors. Taken as a whole, these statutory or regulatory provisions and provisions in our articles of incorporation and bylaws could result in our being less attractive to a potential acquirer and thus could adversely affect the market price of our common stock.
For additional information, see Restrictions on Acquisition of First Seacoast Bancorp, Inc. and ManagementBenefits to be Considered Following Completion of the Conversion and Stock Offering.
Our articles of incorporation provide that, subject to limited exception, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees.
The Articles of Incorporation of First Seacoast Bancorp, Inc. provide that, unless First Seacoast Bancorp, Inc. consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of First Seacoast Bancorp, Inc., (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of First Seacoast Bancorp, Inc. to First Seacoast Bancorp, Inc. or First Seacoast Bancorp, Inc.s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Maryland, in all cases subject to the courts having personal jurisdiction over the indispensible parties named as defendants. This exclusive forum provision does not apply to claims arising under the federal securities laws. This exclusive forum provision may limit a stockholders ability to bring a claim in a judicial forum it finds favorable for disputes with First Seacoast Bancorp, Inc. and its directors, officers and other employees or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both. In addition, if a court were to find this exclusive forum provision to be inapplicable or unenforceable in a particular action, we may incur additional costs associated with resolving the action in another jurisdiction, which could have a material adverse effect on our financial condition and results of operations.
There may be a limited trading market in our shares of common stock, which would hinder your ability to sell our common stock and may lower the market price of our common stock.
We expect that our common stock will be listed on the Nasdaq Capital Market under the symbol FSEA upon the completion of the conversion and stock offering. The development of an active trading market depends on
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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. 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 completion of the conversion and stock offering and may have an adverse impact on the price at which the common stock can be sold.
You may not revoke your decision to purchase First Seacoast Bancorp, Inc. common stock in the subscription offering or any community offering 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 offering and in any community offering will be held by us until the completion or termination of the conversion and stock offering, including any extension of the expiration date and consummation of any syndicated community offering. Because completion of the conversion and stock offering will be subject to regulatory approvals and an update of the independent appraisal prepared by Feldman Financial Advisors, Inc., among other factors, there may be one or more delays in completing the conversion and stock offering. Orders submitted in the subscription offering and in any community offering are irrevocable, and purchasers will have no access to their funds unless the stock offering is terminated, or extended beyond ________, 2023, or the number of shares to be sold in the stock offering is increased to more than 3,795,000 shares or decreased to less than 2,805,000 shares.
INFORMATION ABOUT THE SPECIAL MEETING
General
This proxy statement/prospectus is being furnished to you in connection with the solicitation by the board of directors of First Seacoast Bancorp of proxies to be voted at the special meeting of stockholders to be held at the main office of First Seacoast Bank, located at 633 Central Avenue, Dover, New Hampshire, on December ____, 2022, at ____:____ ___.m., Eastern time, and any adjournment or postponement thereof.
The purpose of the special meeting is to consider and vote upon the Plan of Conversion and Reorganization of First Seacoast Bancorp, MHC (the plan of conversion).
In addition, stockholders will vote on a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the proposal. Stockholders also will vote on informational proposals with respect to the articles of incorporation of First Seacoast Bancorp, Inc.
Voting for or against approval of the plan of conversion includes a vote for or against the conversion of First Seacoast Bancorp, MHC to a stock holding company as contemplated by the plan of conversion. Voting in favor of the plan of conversion will not obligate you to purchase any shares of common stock in the stock offering and will not affect the balance, interest rate or federal deposit insurance of any deposits at First Seacoast Bank.
Who Can Vote at the Meeting
You are entitled to vote your First Seacoast Bancorp common stock if our records show that you held your shares as of the close of business on _______, 2022. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your broker or nominee. As the beneficial owner, you have the right to direct your broker or nominee how to vote.
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As of the close of business on _________, 2022, there were __________ shares of First Seacoast Bancorp common stock outstanding. Each share of common stock has one vote.
Attending the Meeting
If you are a stockholder as of the close of business on __________, 2022, you may attend the meeting. However, if you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of First Seacoast Bancorp common stock held in street name in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.
Quorum; Vote Required
The special meeting will be held only if there is a quorum. A quorum exists if a majority of the outstanding shares of common stock entitled to vote, represented in person or by proxy, is present at the meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.
Proposal 1: Approval of the Plan of Conversion and Reorganization. We must obtain the affirmative vote of the holders of (i) two-thirds of the outstanding common stock of First Seacoast Bancorp entitled to be cast at the special meeting, including shares held by First Seacoast Bancorp, MHC, and (ii) a majority of the outstanding shares of common stock of First Seacoast Bancorp entitled to be cast at the special meeting, other than shares held by First Seacoast Bancorp, MHC.
Proposal 2: Approval of the adjournment of the special meeting. We must obtain the affirmative vote of at least a majority of the votes cast by First Seacoast Bancorp stockholders entitled to vote at the special meeting to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the proposal to approve the plan of conversion.
Informational Proposals 3 through 5: Approval of certain provisions in First Seacoast Bancorp, Inc.s articles of incorporation. The provisions of First Seacoast Bancorp, Inc.s articles of incorporation that are summarized as informational proposals were approved as part of the process in which the board of directors of First Seacoast Bancorp approved the plan of conversion. These proposals are informational only because the Federal Reserve Boards regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. While we are asking you to vote with respect to each of the informational proposals, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals. The provisions of First Seacoast Bancorp, Inc.s articles of incorporation that are summarized as informational proposals may have the effect of deterring or rendering more difficult attempts by third parties to obtain control of First Seacoast Bancorp, Inc., if such attempts are not approved by the board of directors, or may make the removal of the board of directors or management, or the appointment of new directors, more difficult.
Other Matters. We must obtain the affirmative vote of the majority of the votes cast by holders of outstanding shares of common stock of First Seacoast Bancorp At this time, we know of no other matters that may be presented at the special meeting.
Shares Held by First Seacoast Bancorp, MHC and Our Officers and Directors
As of __________, 2022, First Seacoast Bancorp, MHC beneficially owned 3,345,925 shares of First Seacoast Bancorp common stock, or approximately 55.2% of our outstanding shares. We expect that First Seacoast Bancorp, MHC will vote all of its shares in favor of each of Proposal 1 Approval of the Plan of Conversion and
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Reorganization, Proposal 2Approval of the adjournment of the special meeting, and Informational Proposals 3 through 5.
As of __________, 2022, our officers and directors beneficially owned ________ shares of First Seacoast Bancorp common stock, or approximately _____% of our outstanding shares and _____% of the outstanding shares held by stockholders other than First Seacoast Bancorp, MHC.
Voting by Proxy
Our board of directors is sending you this proxy statement/prospectus to request that you allow your shares of First Seacoast Bancorp common stock to be represented at the special meeting by the persons named in the enclosed proxy card. All shares of First Seacoast Bancorp common stock represented at the meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by our board of directors. Our board of directors recommends that you vote FOR approval of the plan of conversion, FOR approval of the adjournment of the special meeting, if necessary, and FOR approval of each of the Informational Proposals 3 through 5.
If any matters not described in this proxy statement/prospectus are properly presented at the special meeting, the board of directors will use their judgment to determine how to vote your shares. We do not know of any other matters to be presented at the special meeting.
If your First Seacoast Bancorp common stock is held in street name, you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions via the telephone or the Internet. Refer to the instruction form provided by your broker, bank or other nominee that accompanies this proxy statement/prospectus.
Revocability of Proxies
You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must advise the corporate secretary of First Seacoast Bancorp in writing before your common stock has been voted at the special meeting, deliver a signed, later-dated proxy or attend the special meeting and vote your shares in person. Attendance at the special meeting will not in itself constitute revocation of your proxy.
Solicitation of Proxies
This proxy statement/prospectus and the accompanying proxy card are being furnished to you in connection with the solicitation of proxies for the special meeting by the board of directors. First Seacoast Bancorp will pay the costs of soliciting proxies from its stockholders. To the extent necessary to permit approval of the plan of conversion and the other proposals being considered, ___________, our proxy solicitor, and directors, officers or employees of First Seacoast Bancorp and First Seacoast Bank may solicit proxies by mail, telephone and other forms of communication. We will reimburse such persons for their reasonable out-of-pocket expenses incurred in connection with such solicitation. For its services as information agent and stockholder proxy solicitor, we will pay to __________ $_______ plus out-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation.
We will also reimburse banks, brokers, nominees and other fiduciaries for the expenses they incur in forwarding the proxy materials to you.
Participants in the Employee Stock Ownership Plan and/or the 401(k) Plan
If you participate in First Seacoast Bank Employee Stock Ownership Plan, you will receive a voting instruction form that reflects all shares you may direct the trustees to vote on your behalf under the plan. Under the terms of the Employee Stock Ownership Plan, the Employee Stock Ownership Plan trustee votes all shares held by
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the Employee Stock Ownership Plan, but each Employee Stock Ownership Plan participant may direct the trustee how to vote the shares of common stock allocated to his or her account. The Employee Stock Ownership Plan trustee, subject to the exercise of its fiduciary duties, will vote all unallocated shares of First Seacoast Bancorp common stock held by the Employee Stock Ownership Plan and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions. The deadline for returning your voting instructions to the trustee is December _____, 2022.
If you hold shares of First Seacoast Bancorp common stock in the First Seacoast Bank 401(k) Plan, you will receive a voting instruction card that reflects all shares that you may direct the 401(k) Plan trustee to vote on your behalf under the 401(k) Plan. Under the terms of the 401(k) Plan, you may direct the 401(k) Plan trustee how to vote the shares allocated to your account. If the 401(k) Plan trustee does not receive your voting instructions, the 401(k) Plan trustee will be instructed to vote your shares in the same proportion as the voting instructions received from other 401(k) Plan participants. The deadline for returning your voting instructions to the trustee is December ____, 2022.
The board of directors unanimously recommends that you sign, date and mark the enclosed proxy FOR approval of each of the above described proposals, including the adoption of the plan of conversion, and return it in the enclosed envelope today. Voting the proxy card will not prevent you from voting in person at the special meeting. For information on submitting your proxy, refer to the instructions on the enclosed proxy card.
Your prompt vote is very important. Failure to vote will have the same effect as voting against the plan of conversion.
PROPOSAL 1 APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION
The boards of directors of First Seacoast Bancorp and First Seacoast Bancorp, MHC have approved the Plan of Conversion and Reorganization of First Seacoast Bancorp, MHC, referred to herein as the plan of conversion. The plan of conversion must also be approved by the members of First Seacoast Bancorp, MHC and the stockholders of First Seacoast Bancorp, and is subject to the satisfaction of certain other conditions. Special meetings of members and stockholders have been called for this purpose. The approval of the Federal Reserve Board is required before we can consummate the conversion and stock offering. We have also filed an application with the Office of the Comptroller of the Currency with respect to an amendment to First Seacoast Banks charter, and the approval of the Office of the Comptroller of the Currency is required before we can consummate the conversion and stock offering and issue shares of common stock. Any approval by the Federal Reserve Board or the Office of the Comptroller of the Currency does not constitute a recommendation or endorsement of the plan of conversion.
General
Pursuant to the plan of conversion, our organization will convert from the mutual holding company form of organization to the fully stock form. Currently, First Seacoast Bank is a wholly-owned subsidiary of First Seacoast Bancorp and First Seacoast Bancorp, MHC owns approximately 55.2% of First Seacoast Bancorps common stock. The remaining 44.8% of First Seacoast Bancorps common stock is owned by public stockholders. As a result of the conversion and stock offering, a newly formed company, known as First Seacoast Bancorp, Inc., will become the holding company of First Seacoast Bank. Each share of First Seacoast Bancorp common stock owned by the public will be exchanged for between 0.8358 shares (at the minimum of the offering range) and 1.1308 shares (at the maximum of the offering range) of First Seacoast Bancorp, Inc. common stock, so that First Seacoast Bancorps existing public stockholders will own the same percentage of First Seacoast Bancorp, Inc. common stock as they owned of First Seacoast Bancorps common stock immediately before the conversion and stock offering (excluding any new shares purchased by them in the stock offering and their receipt of cash in lieu of fractional exchange shares, and adjusted to reflect the value of certain assets held by First Seacoast Bancorp, MHC). The actual number of shares that you will receive will depend on the percentage of First Seacoast Bancorp common stock owned by the public immediately before the completion of the conversion and stock offering, the final independent appraisal of
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First Seacoast Bancorp, Inc. and the number of shares of First Seacoast Bancorp, Inc. common stock sold in the stock offering described in the following paragraph. It will not depend on the market price of First Seacoast Bancorp common stock.
The board of directors considered the possibility that stockholders could receive less than the current market price of First Seacoast Bancorp when they exchange their shares for shares of First Seacoast Bancorp, Inc. common stock depending on the amount of stock sold in the stock offering. However, the board of directors believes that stockholders should vote to approve the plan of conversion because the long-term benefits to stockholders of completing the conversion from the mutual holding company form of organization to the fully stock form of organization outweigh any short-term decline in market price that may occur. The board of directors believes that the completion of the conversion and stock offering will increase our capital and support continued growth and future business activities which will increase long-term stockholder value.
Concurrently with the exchange offer, First Seacoast Bancorp, Inc. is offering up to 3,795,000 shares of common stock for sale, representing the ownership interest of First Seacoast Bancorp, MHC in First Seacoast Bancorp, to eligible depositors and borrowers of First Seacoast bank and to the public at a price of $10.00 per share. After the conversion and stock offering are completed, First Seacoast Bank will be a wholly-owned subsidiary of First Seacoast Bancorp, Inc., and 100% of the common stock of First Seacoast Bancorp, Inc. will be owned by public stockholders. As a result of the conversion and stock offering, First Seacoast Bancorp and First Seacoast Bancorp, MHC will cease to exist.
First Seacoast Bancorp, Inc. intends to contribute between $13.2 million and $18.1 million of the net proceeds to First Seacoast Bank and retain between $11.0 million and $15.1 million of the net proceeds. The conversion and stock offering will be consummated only upon the issuance of at least the minimum number of shares of our common stock offered pursuant to the plan of conversion.
The plan of conversion provides that we will offer shares of common stock in a subscription offering in the following descending order of priority:
(i) | To depositors with accounts at First Seacoast Bank with aggregate balances of at least $50 at the close of business on June 30, 2021. |
(ii) | To our tax-qualified employee benefit plans (including First Seacoast Banks employee stock ownership plan), which will receive, without payment therefor, nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the stock offering. We expect our employee stock ownership plan to purchase 8% of the shares of common stock sold in the stock offering, although we reserve the right to have the employee stock ownership plan purchase more than 8% of the shares sold in the stock offering to the extent necessary to complete the stock offering at the minimum of the offering range. |
(iii) | To depositors with accounts at First Seacoast Bank with aggregate balances of at least $50 at the close of business on September 30, 2022. |
(iv) | To depositors of First Seacoast Bank at the close of business on _________, 2022, and to borrowers of First Seacoast Bank as of the close of business on July 16, 2019, whose borrowings remained outstanding as of the close of business on __________, 2022. |
Shares of common stock not purchased in the subscription offering will be offered for sale to the general public in a community offering, with a preference given first to natural persons (including trusts of natural persons) residing in the New Hampshire counties of Rockingham and Strafford. To the extent shares of common stock remain available, we will also offer the shares to First Seacoast Bancorps public stockholders as of the close of business on __________, 2022. The community offering may begin concurrently with the subscription offering. We also may offer for sale shares of common stock not purchased in the subscription offering or the community offering through a syndicated offering. Keefe, Bruyette & Woods, Inc. will act as sole book-running manager for
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the syndicated offering. We have the right to accept or reject, in our sole discretion, orders received in the community offering or syndicated offering. Any determination to accept or reject stock orders in the community offering or syndicated offering will be based on the facts and circumstances available to management at the time of the determination.
We determined the number of shares of common stock to be offered for sale in the stock offering based upon an independent valuation of the estimated pro forma market value of First Seacoast Bancorp, Inc. All shares of common stock to be sold in the stock offering will be sold at $10.00 per share. Investors will not be charged a commission to purchase shares of common stock in the stock offering. The independent valuation will be updated and the final number of shares of common stock to be issued in the stock offering will be determined at the completion of the stock offering. See Stock Pricing and Number of Shares to be Issued for more information as to the determination of the estimated pro forma market value of the common stock.
A copy of the plan of conversion is available for inspection at each office of First Seacoast Bank and at the Federal Reserve Bank of Boston. The plan of conversion is also filed as an exhibit to First Seacoast Bancorp, MHCs application to convert from mutual to stock form of which this proxy statement/prospectus is a part, copies of which may be obtained from the Federal Reserve Board. The plan of conversion is also filed as an exhibit to the registration statement First Seacoast Bancorp, Inc. has filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, copies of which may be obtained from the Securities and Exchange Commission or online at the Securities and Exchange Commissions website (www.sec.gov). See Where You Can Find Additional Information.
The board of directors unanimously recommends that you vote FOR approval of the Plan of Conversion and Reorganization of First Seacoast Bancorp, MHC.
[Remaining sections same as prospectus under The Conversion and Stock Offering, with the following added:
Exchange of Existing Stockholders Stock Certificates
The conversion of existing outstanding shares of First Seacoast Bancorp common stock into the right to receive shares of First Seacoast Bancorp, Inc. common stock will occur automatically at the completion of the conversion and stock offering. As soon as practicable after the completion of the conversion and stock offering, our exchange agent will send a transmittal form to each public stockholder of First Seacoast Bancorp who holds physical stock certificates. The transmittal form will contain instructions on how to surrender certificates evidencing First Seacoast Bancorp common stock in exchange for shares of First Seacoast Bancorp, Inc. common stock in book entry form, to be held electronically on the books of our transfer agent. First Seacoast Bancorp, Inc. will not issue stock certificates. We expect that a statement reflecting your ownership of shares of common stock of First Seacoast Bancorp, Inc. common stock will be distributed within five business days after the exchange agent receives properly executed transmittal forms, First Seacoast Bancorp stock certificates and other required documents. Shares held by public stockholders in street name (such as in a brokerage account) will be exchanged automatically upon the completion of the conversion and stock offering; no transmittal forms will be mailed relating to these shares.
No fractional shares of First Seacoast Bancorp, Inc. common stock will be issued to any public stockholder of First Seacoast Bancorp when the conversion and stock offering is completed. For each fractional share that would otherwise be issued to a stockholder who holds a stock certificate, we will pay by check an amount equal to the product obtained by multiplying the fractional share interest to which the holder would otherwise be entitled by the $10.00 offering purchase price per share. Payment for fractional shares will be made as soon as practicable after the receipt by the exchange agent of the transmittal forms and the surrendered First Seacoast Bancorp stock certificates. If your shares of common stock are held in street name, you will automatically receive cash in lieu of fractional shares in your account.
Do not forward your stock certificates until you have received transmittal forms, which will include forwarding instructions. After the conversion and stock offering, stockholders will not receive shares of First
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Seacoast Bancorp, Inc. common stock and will not be paid dividends on the shares of First Seacoast Bancorp, Inc. common stock until existing certificates representing shares of First Seacoast Bancorp common stock are surrendered for exchange in compliance with the terms of the transmittal form. When stockholders surrender their certificates, any unpaid dividends will be paid without interest. For all other purposes, however, each certificate that represents shares of First Seacoast Bancorp common stock outstanding at the effective date of the conversion and stock offering will be considered to evidence ownership of shares of First Seacoast Bancorp, Inc. common stock into which those shares have been converted by virtue of the conversion and stock offering.
If a certificate for First Seacoast Bancorp common stock has been lost, stolen or destroyed, our exchange agent will issue a new stock certificate upon receipt of appropriate evidence as to the loss, theft or destruction of the certificate, appropriate evidence as to the ownership of the certificate by the claimant, and appropriate and customary indemnification, which is normally effected by the purchase of a bond from a surety company at the stockholders expense.
All shares of First Seacoast Bancorp, Inc. common stock that we issue in exchange for existing shares of First Seacoast Bancorp common stock will be considered to have been issued in full satisfaction of all rights pertaining to such shares of common stock, subject, however, to our obligation to pay any dividends or make any other distributions with a record date before the effective date of the conversion and stock offering that may have been declared by us on or before the effective date, and which remain unpaid at the effective date.
Restrictions on Transfer of Subscription Rights and Shares
Applicable banking regulations prohibit any person with subscription rights, including 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 conversion 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. When registering your stock purchase on the stock order form, you cannot add the name(s) of others for joint stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you do. Doing so may jeopardize your subscription rights. You may only add those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. 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 before completion of the conversion and stock offering.
We will 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.
Stock Information Center
Our banking office personnel may not, by law, assist with investment-related questions about the conversion and stock offering. If you have any questions regarding the conversion and stock offering, please call our Stock Information Center at _________ (toll-free). The Stock Information Center is 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.
Liquidation Rights
Liquidation Before the Conversion and Stock Offering. In the unlikely event that First Seacoast Bancorp, MHC is liquidated before the conversion and stock offering, all claims of creditors of First Seacoast Bancorp, MHC would be paid first. Thereafter, if there were any assets of First Seacoast Bancorp, MHC remaining, these assets
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would first be distributed to depositors of First Seacoast Bank pro rata based on the value of their accounts at First Seacoast Bank.
Liquidation Following the Conversion and Stock Offering. The plan of conversion provides for the establishment, upon the completion of the conversion and stock offering, of a liquidation account by First Seacoast Bancorp, Inc. for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders in an amount equal to (i) First Seacoast Bancorp, MHCs ownership interest in First Seacoast Bancorps total stockholders equity as of the date of the latest statement of financial condition contained in this proxy statement/prospectus plus (ii) the value of the net assets of First Seacoast Bancorp, MHC as of the date of the latest statement of financial condition of First Seacoast Bancorp, MHC before the consummation of the conversion and stock offering (excluding its ownership of First Seacoast Bancorp). The plan of conversion also provides for the establishment of a parallel liquidation account in First Seacoast Bank to support the First Seacoast Bancorp, Inc. liquidation account in the event First Seacoast Bancorp, Inc. does not have sufficient assets to fund its obligations under the First Seacoast Bancorp, Inc. liquidation account.
In the unlikely event that First Seacoast Bank were to liquidate after the conversion and stock offering, all claims of creditors, including those of depositors, would be paid first. However, except with respect to the liquidation account to be established in First Seacoast Bancorp, a depositors claim would be solely for the principal amount of his or her deposit accounts plus accrued interest. Depositors generally would not have an interest in the value of the assets of First Seacoast Bank or First Seacoast Bancorp, Inc. above that amount.
The liquidation account established by First Seacoast Bancorp, Inc. is intended to provide qualifying depositors a liquidation interest (exchanged for the liquidation interests such persons had in First Seacoast Bancorp, MHC) after the conversion and stock offering in the event of a complete liquidation of First Seacoast Bancorp, Inc. and First Seacoast Bank or a liquidation solely of First Seacoast Bank. Specifically, in the unlikely event that either (i) First Seacoast Bank or (ii) First Seacoast Bancorp, Inc. and First Seacoast Bank were to liquidate after the conversion and stock offering, all claims of creditors, including those of depositors, would be paid first, followed by a distribution to depositors as of June 30, 2021 and September 30, 2022 of their interests in the liquidation account maintained by First Seacoast Bancorp, Inc. Also, in a complete liquidation of both entities, or of First Seacoast Bank only, when First Seacoast Bancorp, Inc. has insufficient assets (other than the stock of First Seacoast Bank) to fund the liquidation account distribution owed to Eligible Account Holders, and First Seacoast Bank has positive net worth, then First Seacoast Bank shall immediately make a distribution to fund First Seacoast Bancorp, Inc.s remaining obligations under the liquidation account. In no event will any Eligible Account Holder be entitled to a distribution that exceeds such holders interest in the liquidation account maintained by First Seacoast Bancorp, Inc. as adjusted from time to time pursuant to the plan of conversion and federal regulations. If First Seacoast Bancorp, Inc. is completely liquidated or sold apart from a sale or liquidation of First Seacoast Bank, then the First Seacoast Bancorp, Inc. liquidation account will cease to exist and Eligible Account Holders will receive an equivalent interest in the First Seacoast Bank liquidation account, subject to the same rights and terms as the First Seacoast Bancorp, Inc. liquidation account.
Pursuant to the plan of conversion, after two years from the date of conversion and upon the written request of the Federal Reserve Board, First Seacoast Bancorp, Inc. will transfer, or upon the prior written approval of the Federal Reserve First Seacoast Bancorp, Inc. may transfer, the liquidation account and the depositors interests in such account to First Seacoast Bank and the liquidation account shall thereupon be subsumed into the liquidation account of First Seacoast Bank.
Under the rules and regulations of the Federal Reserve Board, a post-conversion merger, consolidation, or similar combination or transaction with another depository institution or depository institution holding company in which First Seacoast Bancorp, Inc. or First Seacoast Bank is not the surviving institution, would not be considered a liquidation. In such a transaction, the liquidation account would be assumed by the surviving institution or company.
Each Eligible Account Holder and Supplemental Eligible Account Holder would have an initial pro-rata interest in the liquidation account for each deposit account, including savings accounts, transaction accounts such as
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negotiable order of withdrawal accounts, money market deposit accounts, and certificates of deposit, with a balance of $50.00 or more held in First Seacoast Bank on June 30, 2021 or September 30, 2022, respectively, equal to the proportion that the balance of such account holders deposit account on June 30, 2021 or September 30, 2022, respectively, bears to the balance of all deposit accounts of all Eligible Account Holders and Supplemental Eligible Account Holders in First Seacoast Bank on such dates.
If, however, on any December 31 annual closing date commencing after the effective date of the conversion and stock offering, the amount in any such deposit account is less than the amount in the deposit account on June 30, 2021 or September 30, 2022, or any other annual closing date, then the liquidation account as well as the interest in the liquidation account relating to such deposit account would be reduced by the proportion of any such reduction, and such interest will cease to exist if such deposit account is closed. In addition, no interest in the liquidation account would ever be increased despite any subsequent increase in the related deposit account. Payment pursuant to liquidation rights of Eligible Account Holders and Supplemental Eligible Account Holders would be separate and apart from the payment of any insured deposit accounts to such depositors. Any assets remaining after the above liquidation rights of Eligible Account Holders and Supplemental Eligible Account Holders are satisfied would be available for distribution to stockholders.
We have submitted to the Federal Reserve Board a request for a waiver to allow depositors with non-interest bearing demand accounts to be treated as Eligible Account Holders and Supplemental Eligible Account Holders, and the Federal Reserve Board has granted the request. As a result, a depositor of First Seacoast Bank who has an eligible non-interest bearing demand deposit account as of the June 30, 2021 eligibility record date or the September 30, 2022 supplemental eligibility record date will be deemed to be an Eligible Account Holder or a Supplemental Eligible Account Holder, as applicable, by virtue of this account.
The inclusion of depositors with non-interest bearing demand deposits as Eligible Account Holders and Supplemental Eligible Account Holders will have a dilutive effect on other qualifying depositors with respect to their stock purchase priorities. It will also have a dilutive effect on the interest of all other Eligible Account Holders and Supplemental Eligible Account Holders with respect to the liquidation account that is required to be established in connection with the conversion and stock offering.
Material Income Tax Consequences
Completion of the conversion and stock offering is subject to the prior receipt of an opinion of counsel or tax advisor with respect to the federal and state income tax consequences of the conversion and stock offering to First Seacoast Bancorp, MHC, First Seacoast Bancorp, First Seacoast Bank, First Seacoast Bancorp, Inc., Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members. Unlike private letter rulings, an opinion of counsel or a tax advisor is not binding on the Internal Revenue Service or any state taxing authority, and those authorities may disagree with the opinion. In the event of a disagreement, there can be no assurance that First Seacoast Bancorp, Inc., or First Seacoast Bank would prevail in a judicial proceeding.
First Seacoast Bancorp, MHC, First Seacoast Bancorp, First Seacoast Bank and First Seacoast Bancorp, Inc. have received an opinion of counsel, Luse Gorman, PC, regarding the material federal income tax consequences of the conversion and stock offering, as follows:
1. | The merger of First Seacoast Bancorp, MHC with and into First Seacoast Bancorp will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code. |
2. | The constructive exchange of Eligible Account Holders and Supplemental Eligible Account Holders liquidation interests in First Seacoast Bancorp, MHC for liquidation interests in First Seacoast Bancorp will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Federal Income Tax Regulations. |
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3. | None of First Seacoast Bancorp, MHC, First Seacoast Bancorp, Eligible Account Holders nor Supplemental Eligible Account Holders will recognize any gain or loss on the transfer of the assets of First Seacoast Bancorp, MHC to First Seacoast Bancorp and the assumption by First Seacoast Bancorp of First Seacoast Bancorp, MHCs liabilities, if any, in constructive exchange for liquidation interests in First Seacoast Bancorp. |
4. | First Seacoast Bancorp will not recognize any gain or loss on the transfer of its assets to First Seacoast Bancorp, Inc. and First Seacoast Bancorp, Inc.s assumption of its liabilities in exchange for shares of First Seacoast Bancorp, Inc. stock or the distribution of First Seacoast Bancorp, Inc. stock to stockholders of First Seacoast Bancorp and the constructive distribution of the interests in the Liquidation Account to Eligible Account Holders and Supplemental Eligible Account Holders. |
5. | The basis of the assets of First Seacoast Bancorp, MHC (other than the stock in First Seacoast Bancorp) and the holding period of the assets to be received by First Seacoast Bancorp will be the same as the basis and holding period of such assets in First Seacoast Bancorp, MHC immediately before the exchange. |
6. | The merger of First Seacoast Bancorp with and into First Seacoast Bancorp, Inc. will constitute a mere change in identity, form, or place of organization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code and, therefore, will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code. Neither First Seacoast Bancorp nor First Seacoast Bancorp, Inc. will recognize gain or loss as a result of such merger. |
7. | The basis of the assets of First Seacoast Bancorp and the holding period of such assets to be received by First Seacoast Bancorp, Inc. will be the same as the basis and holding period of such assets in First Seacoast Bancorp immediately before the exchange. |
8. | Eligible Account Holders and Supplemental Eligible Account Holders will not recognize any gain or loss upon the constructive exchange of their liquidation interests in First Seacoast Bancorp for interests in the liquidation account in First Seacoast Bancorp, Inc. |
9. | The exchange by the Eligible Account Holders and Supplemental Eligible Account Holders of the liquidation interests that they constructively received in First Seacoast Bancorp for interests in the liquidation account established in First Seacoast Bancorp, Inc. will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Federal Income Tax Regulations. |
10. | Each stockholders aggregate basis in shares of First Seacoast Bancorp, Inc. common stock received in the exchange will be the same as the aggregate basis of First Seacoast Bancorp common stock surrendered in the exchange. |
11. | Each stockholders holding period in its First Seacoast Bancorp, Inc. common stock received in the exchange will include the period during which the First Seacoast Bancorp common stock surrendered was held, provided that the First Seacoast Bancorp common stock surrendered is a capital asset in the hands of the stockholder on the date of the exchange. |
12. | Except with respect to cash received in lieu of fractional shares, current stockholders of First Seacoast Bancorp will not recognize any gain or loss upon their exchange of First Seacoast Bancorp common stock for First Seacoast Bancorp, Inc. common stock. |
13. | Cash received by any current stockholder of First Seacoast Bancorp in lieu of a fractional share interest in shares of First Seacoast Bancorp, Inc. common stock will be treated as having been received as a distribution in full payment in exchange for a fractional share interest of First Seacoast Bancorp, Inc. common stock, which the stockholder would otherwise be entitled to receive. Accordingly, a stockholder will recognize gain or loss equal to the difference between the |
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cash received and the basis of the fractional share. If the common stock is held by the stockholder as a capital asset, the gain or loss will be capital gain or loss. |
14. | It is more likely than not that the fair market value of the nontransferable subscription rights to purchase First Seacoast Bancorp, Inc. common stock is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members upon distribution to them of nontransferable subscription rights to purchase shares of First Seacoast Bancorp, Inc. common stock. Eligible Account Holders, Supplemental Eligible Account Holders and Other Members will not realize any taxable income as the result of the exercise by them of the nontransferable subscriptions rights. |
15. | It is more likely than not that at the effective date of the conversion and stock offering the fair market value of the benefit provided to Eligible Account Holders and Supplemental Eligible Account Holders by their interest in the liquidation account of First Seacoast Bank is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders and Supplemental Eligible Account Holders upon the constructive distribution to them of such rights in the First Seacoast Bank liquidation account as of the effective date of the conversion and stock offering. |
16. | It is more likely than not that the basis of the shares of First Seacoast Bancorp, Inc. common stock purchased in the stock offering by the exercise of nontransferable subscription rights will be the purchase price. The holding period of the First Seacoast Bancorp, Inc. common stock purchased pursuant to the exercise of nontransferable subscription rights will commence on the date the right to acquire such stock was exercised (i.e., the effective date of the conversion and stock offering). |
17. | No gain or loss will be recognized by First Seacoast Bancorp, Inc. on the receipt of money in exchange for First Seacoast Bancorp, Inc. common stock sold in the stock offering. |
We believe that the tax opinions summarized above address the material federal income tax consequences that are generally applicable to First Seacoast Bancorp, MHC, First Seacoast Bancorp, First Seacoast Bank, First Seacoast Bancorp, Inc., persons receiving subscription rights, and stockholders of First Seacoast Bancorp. With respect to items 13 and 15 above, Luse Gorman, PC noted that the subscription rights will be granted at no cost to the recipients, are 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. Luse Gorman, PC further noted that Feldman Financial Advisors, Inc. has issued a letter that the subscription rights have no ascertainable fair market value. Luse Gorman, PC also noted that the Internal Revenue Service has not in the past concluded that subscription rights have value. 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 the nontransferable subscription rights have value is based on all the facts and circumstances. If the subscription rights granted to Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are deemed to have an ascertainable value, receipt of these rights could result in taxable gain to those Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members in an amount equal to the ascertainable value, and we could recognize gain on the distribution of such rights. 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 opinion as to item 14 above is based on the position that: (i) no holder of an interest in a liquidation account has ever received any payment attributable to liquidation of a solvent bank and/or holding company (other than as set forth below); (ii) the interests in the liquidation accounts are not transferable; (iii) the amounts due under the liquidation account with respect to each Eligible Account Holder and Supplemental Eligible Account Holder will be reduced as their deposits in First Seacoast Bank are reduced; (iv) holders of an interest in a liquidation account have received payments of their interests in very few instances (out of hundreds of transactions involving mergers, acquisitions and the purchase of assets and assumption of liabilities of holding companies and subsidiary banks) and these instances involved the purchase and assumption of a banks assets by a credit union; and (v) the First Seacoast
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Bank liquidation account payment obligation arises only if First Seacoast Bancorp, Inc. lacks sufficient assets to fund the liquidation account or if First Seacoast Bank (or First Seacoast Bank and First Seacoast Bancorp, Inc.) enters into a transaction to transfer First Seacoast Banks assets and liabilities to a credit union.
In addition, we have received a letter from Feldman Financial Advisors, Inc. stating its belief that the benefit provided by the First Seacoast Bank liquidation account supporting the payment of the liquidation account if (i) First Seacoast Bancorp, Inc. lacks sufficient net assets or (ii) First Seacoast Bank (or First Seacoast Bank and First Seacoast Bancorp, Inc.) enters into a transaction to transfer First Seacoast Banks assets and liabilities to a credit union, does not have any economic value at the time of the conversion and stock offering. Based on the foregoing, Luse Gorman, PC believes it is more likely than not that such rights in the First Seacoast Bank liquidation account have no value. If such rights are subsequently found to have an economic value as of the effective time of the conversion and stock offering, income may be recognized by each Eligible Account Holder or Supplemental Eligible Account Holder in the amount of the fair market value as of the date of the conversion and stock offering.
The opinion of Luse Gorman, PC, unlike a letter ruling issued by the Internal Revenue Service, is not binding on the Internal Revenue Service and the conclusions expressed therein may be challenged at a future date. The Internal Revenue Service has issued favorable rulings for transactions substantially similar to the proposed conversion and stock offering, but those rulings may not be cited as precedent by any taxpayer other than the taxpayer to whom a ruling is addressed. We do not plan to apply for a letter ruling concerning the transactions described herein.
We have also received an opinion from Baker Newman Noyes that the New Hampshire income tax consequences are consistent with the federal income tax consequences.
The federal and state tax opinions have been filed with the Securities and Exchange Commission as exhibits to First Seacoast Bancorp, Inc.s registration statement.
Certain Restrictions on Purchase or Transfer of Our Shares after Conversion
All shares of common stock purchased in the stock offering by a director or certain officers of First Seacoast Bank, First Seacoast Bancorp, First Seacoast Bancorp, Inc. or First Seacoast Bancorp, MHC generally may not be sold for a period of one year following the closing of the conversion and stock offering, except in the event of the death of the individual. 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 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 First Seacoast Bancorp, Inc. also will be restricted by the insider trading rules under the Securities Exchange Act of 1934.
Purchases of shares of our common stock by any of our directors, certain officers and their associates, during the three-year period following the closing of the conversion and stock offering, 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. 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 our stock option plan or any of our tax-qualified employee stock benefit plans or non-tax-qualified employee stock benefit plans, including any restricted stock plans.
PROPOSAL 2 ADJOURNMENT OF THE SPECIAL MEETING
If there are not sufficient votes to constitute a quorum or to approve the plan of conversion at the time of the special meeting, the proposals may not be approved unless the special meeting is adjourned to a later date or dates in order to permit further solicitation of proxies. In order to allow proxies that have been received by First Seacoast Bancorp at the time of the special meeting to be voted for an adjournment, if necessary, First Seacoast Bancorp has submitted the question of adjournment to its stockholders as a separate matter for their consideration.
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The board of directors of First Seacoast Bancorp recommends that stockholders vote FOR approval of the adjournment proposal. If it is necessary to adjourn the special meeting, no notice of the adjourned special meeting is required to be given to stockholders (unless the adjournment is for more than 30 days or if a new record date is fixed), other than an announcement at the special meeting of the hour, date and place to which the special meeting is adjourned.
The board of directors unanimously recommends that you vote FOR approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the plan of conversion.
PROPOSALS 3 THROUGH 5 INFORMATIONAL PROPOSALS RELATING TO ARTICLES OF INCORPORATION OF FIRST SEACOAST BANCORP, INC.
By their approval of the plan of conversion as set forth in Proposal 1, the board of directors of First Seacoast Bancorp has approved each of the informational proposals numbered 3 through 5, all of which relate to provisions included in the articles of incorporation of First Seacoast Bancorp, Inc. Each of these informational proposals is discussed in more detail below.
As a result of the conversion and stock offering, the public stockholders of First Seacoast Bancorp, whose rights are presently governed by the charter and bylaws of First Seacoast Bancorp, will become stockholders of First Seacoast Bancorp, Inc., whose rights will be governed by the articles of incorporation and bylaws of First Seacoast Bancorp, Inc. The following informational proposals address the material differences between the governing documents of the two companies. This discussion is qualified in its entirety by reference to the charter and bylaws of First Seacoast Bancorp and the articles of incorporation and bylaws of First Seacoast Bancorp, Inc. See Where You Can Find Additional Information for procedures for obtaining a copy of those documents.
The provisions of First Seacoast Bancorp, Inc.s articles of incorporation that are summarized as informational proposals 3 through 5 were approved as part of the process in which the board of directors of First Seacoast Bancorp approved the plan of conversion. These proposals are informational only because the Federal Reserve Boards regulations governing mutual-to-stock conversions do not provide for votes on matters other than the plan of conversion. First Seacoast Bancorps stockholders are not being asked to approve these informational proposals at the special meeting. While we are asking you to vote with respect to each of the informational proposals set forth below, the proposed provisions for which an informational vote is requested will become effective if stockholders approve the plan of conversion, regardless of whether stockholders vote to approve any or all of the informational proposals. The provisions of First Seacoast Bancorp, Inc.s articles of incorporation and bylaws that are summarized as informational proposals may have the effect of deterring or rendering more difficult attempts by third parties to obtain control of First Seacoast Bancorp, Inc., if such attempts are not approved by the board of directors, or may make the removal of the board of directors or management, or the appointment of new directors, more difficult.
Informational Proposal 3 Approval of a Provision in First Seacoast Bancorp, Inc.s Articles of Incorporation Requiring a Super-Majority Vote to Amend Certain Provisions of the Articles of Incorporation of First Seacoast Bancorp, Inc. No amendment of the charter of First Seacoast Bancorp may be made unless it is first proposed by the board of directors, then preliminarily approved by the Federal Reserve Board, and thereafter approved by the holders of a majority of the total votes eligible to be cast at a legal meeting. The articles of incorporation of First Seacoast Bancorp, Inc. generally may be amended by the holders of a majority of the shares entitled to vote; provided, however, that any amendment of Section C, D, E or F of Article Fifth (Preferred Stock, Restrictions on Voting Rights of the Corporations Equity Securities, Majority Vote and Quorum), Article 7 (Directors), Article 8 (Bylaws), Article 9 (Evaluation of Certain Offers), Article 10 (Indemnification, etc. of Directors and Officers), Article 11 (Limitation of Liability), Article 12 (Selection of Forum) and Article 13 (Amendment of the Articles of Incorporation) must be approved by the affirmative vote of the holders of at least 80% of the outstanding shares entitled to vote, except that the board of directors may amend the articles of incorporation without any action by the stockholders to increase or decrease the aggregate number of shares of capital stock.
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These limitations on amendments to specified provisions of First Seacoast Bancorp, Inc.s articles of incorporation are intended to ensure that the referenced provisions are not limited or changed upon a simple majority vote. While this limits the ability of stockholders to amend those provisions, First Seacoast Bancorp, MHC, as a 55.2% stockholder, currently can effectively block any stockholder proposed change to the charter.
The requirement of a super-majority stockholder vote to amend specified provisions of First Seacoast Bancorp, Inc.s articles of incorporation could have the effect of discouraging a tender offer or other takeover attempt where the ability to make fundamental changes through amendments to the articles of incorporation is an important element of the takeover strategy of the potential acquirer. The board of directors believes that the provisions limiting certain amendments to the articles of incorporation will put the board of directors in a stronger position to negotiate with third parties with respect to transactions potentially affecting the corporate structure of First Seacoast Bancorp, Inc. and the fundamental rights of its stockholders, and to preserve the ability of all stockholders to have an effective voice in the outcome of such matters.
The board of directors recommends that you vote FOR approval of a provision in First Seacoast Bancorp, Inc.s articles of incorporation requiring a super-majority vote to approve certain amendments to First Seacoast Bancorp, Inc.s articles of incorporation.
Informational Proposal 4 Approval of a Provision in First Seacoast Bancorp, Inc.s Articles of Incorporation Requiring a Super-Majority Vote of Stockholders to Approve Stockholder Proposed Amendments to First Seacoast Bancorp, Inc.s Bylaws. An amendment to First Seacoast Bancorps bylaws proposed by stockholders must be approved by the holders of a majority of the total votes eligible to be cast at a legal meeting subject to applicable approval by the Federal Reserve Board. The articles of incorporation of First Seacoast Bancorp, Inc. provides that stockholders may only amend the bylaws if such proposal is approved by the affirmative vote of the holders of at least 80% of the outstanding shares entitled to vote.
The requirement of a super-majority stockholder vote to amend the bylaws of First Seacoast Bancorp, Inc. is intended to ensure that the bylaws are not limited or changed upon a simple majority vote of stockholders. While this limits the ability of stockholders to amend the bylaws, First Seacoast Bancorp, MHC, as a []% stockholder, currently can effectively block any stockholder proposed change to the bylaws. Also, the board of directors of both First Seacoast Bancorp and First Seacoast Bancorp, Inc. may by a majority vote amend either companys bylaws.
This provision in First Seacoast Bancorp, Inc.s articles of incorporation could have the effect of discouraging a tender offer or other takeover attempt where the ability to make fundamental changes through amendments to the bylaws is an important element of the takeover strategy of the potential acquirer. The board of directors believes that the provision limiting amendments to the bylaws will put the board of directors in a stronger position to negotiate with third parties with respect to transactions potentially affecting the corporate structure of First Seacoast Bancorp, Inc. and the fundamental rights of its stockholders, and to preserve the ability of all stockholders to have an effective voice in the outcome of such matters.
The board of directors unanimously recommends that you vote FOR approval of the provision in First Seacoast Bancorp, Inc.s articles of incorporation requiring a super-majority vote of stockholders to approve stockholder proposed amendments to First Seacoast Bancorp, Inc.s bylaws.
Informational Proposal 5 Approval of a Provision in First Seacoast Bancorp, Inc.s Articles of Incorporation to Limit the Voting Rights of Shares Beneficially Owned in Excess of 10% of First Seacoast Bancorp, Inc.s Outstanding Voting Stock. The articles of incorporation of First Seacoast Bancorp, Inc. provide that in no event shall any person, who directly or indirectly beneficially owns in excess of 10% of the then-outstanding shares of common stock as of the record date for the determination of stockholders entitled or permitted to vote on any matter, be entitled or permitted to vote in respect of the shares held in excess of the 10% limit. Beneficial ownership is determined pursuant to the federal securities laws and includes, but is not limited to, shares as to which any person and his or her affiliates (i) have the right to acquire pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options and (ii) have or
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share investment or voting power (but shall not be deemed the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, and that are not otherwise beneficially, or deemed by First Seacoast Bancorp, Inc. to be beneficially, owned by such person and his or her affiliates). The foregoing restriction does not apply to any employee benefit plans of First Seacoast Bancorp, Inc. or any subsidiary or a trustee of a plan.
The provision in First Seacoast Bancorp, Inc.s articles of incorporation limiting the voting rights of beneficial owners of more than 10% of First Seacoast Bancorp, Inc.s outstanding voting stock is intended to limit the ability of any person to acquire a significant number of shares of First Seacoast Bancorp, Inc. common stock and thereby gain sufficient voting control so as to cause First Seacoast Bancorp, Inc. to effect a transaction that may not be in the best interests of First Seacoast Bancorp, Inc. and its stockholders generally. This provision will not prevent a stockholder from seeking to acquire a controlling interest in First Seacoast Bancorp, Inc., but it will prevent a stockholder from voting more than 10% of the outstanding shares of common stock unless that stockholder has first persuaded the board of directors of the merits of the course of action proposed by the stockholder. The board of directors of First Seacoast Bancorp, Inc. believes that fundamental transactions generally should be first considered and approved by the board of directors as it generally believes that it is in the best position to make an initial assessment of the merits of any such transactions and that its ability to make the initial assessment could be impeded if a single stockholder could acquire a sufficiently large voting interest so as to control a stockholder vote on any given proposal. This provision in First Seacoast Bancorp, Inc.s articles of incorporation makes an acquisition, merger or other similar corporate transaction less likely to occur, even if such transaction is supported by most stockholders, because it can prevent a holder of shares in excess of the 10% limit from voting the excess shares in favor of the transaction. Thus, it may be deemed to have an anti-takeover effect.
The board of directors unanimously recommends that you vote FOR approval of a provision in First Seacoast Bancorp, Inc.s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of First Seacoast Bancorp, Inc.s outstanding voting stock.
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
[Same as prospectus]
[Same as prospectus]
[Same as prospectus]
HOW WE INTEND TO USE THE PROCEEDS FROM THE STOCK OFFERING
[Same as prospectus]
[Same as prospectus]
[Same as prospectus]
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE
[Same as prospectus]
29
[Same as prospectus]
[Same as prospectus]
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
[Same as prospectus]
BUSINESS OF FIRST SEACOAST BANCORP, INC. AND FIRST SEACOAST BANCORP
[Same as prospectus]
BUSINESS OF FIRST SEACOAST BANK
[Same as prospectus]
[Same as prospectus]
[Same as prospectus]
[Same as prospectus]
BENEFICIAL OWNERSHIP OF COMMON STOCK
[Same as prospectus]
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS
[Same as prospectus]
COMPARISON OF STOCKHOLDERS RIGHTS FOR EXISTING STOCKHOLDERS OF FIRST SEACOAST BANCORP
[Same as prospectus]
RESTRICTIONS ON ACQUISITION OF FIRST SEACOAST BANCORP, INC.
[Same as prospectus]
DESCRIPTION OF CAPITAL STOCK OF FIRST SEACOAST BANCORP, INC.
FOLLOWING THE CONVERSION AND STOCK OFFERING
[Same as prospectus]
30
[Same as prospectus]
[Same as prospectus]
[Same as prospectus]
WHERE YOU CAN FIND ADDITIONAL INFORMATION
[Same as prospectus]
In order to be eligible for inclusion in our proxy materials for our 2023 Annual Meeting of Stockholders, any stockholder proposal to take action at such meeting must be received at our executive office, located at 633 Central Avenue, Dover, New Hampshire 03820, no later than ____________, 2022. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Exchange Act.
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
Provisions of First Seacoast Bancorps Bylaws. Under First Seacoast Bancorps Bylaws, a stockholder must follow certain procedures to nominate persons for election as directors or to introduce an item of business at a meeting of stockholders. These procedures provide, generally, that stockholders desiring to make nominations for directors, or to bring a proper subject of business before the meeting, must do so by a written notice timely received (generally not less than five days in advance of such meeting, subject to certain exceptions) by the Secretary of First Seacoast Bancorp.
Provisions of First Seacoast Bancorp, Inc.s Bylaws. First Seacoast Bancorp, Inc.s Bylaws provide an advance notice procedure for certain business, or nominations to the Board of Directors, to be brought before an annual meeting of stockholders. In order for a stockholder to properly bring business before an annual meeting, or to propose a nominee to the board of directors, First Seacoast Bancorp, Inc.s Secretary must receive written notice not earlier than the 120th day nor later than the 110th day before date of the annual meeting; provided, however, that in the event the date of the annual meeting is advanced more than 30 days before the anniversary of the preceding years annual meeting, then, to be timely, notice by the stockholder must be so received not later than the tenth day following the day on which public announcement of the date of such meeting is first made.
The notice with respect to stockholder proposals that are not nominations for director must set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such stockholder as they appear on First Seacoast Bancorp, Inc.s books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of capital stock of First Seacoast Bancorp, Inc. which are owned beneficially or of record by such stockholder and such beneficial owner; (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
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The notice with respect to director nominations must include: (a) as to each person whom the stockholder proposes to nominate for election as a director, (i) all information relating to such person that would indicate such persons qualification to serve on the Board of Directors of First Seacoast Bancorp, Inc.; (ii) an affidavit that such person would not be disqualified under the provisions of Article II, Section 12 of First Seacoast Bancorp, Inc.s Bylaws; (iii) such information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the Exchange Act), or any successor rule or regulation; and (iv) a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected; and (b) as to the stockholder giving the notice: (i) the name and address of such stockholder as they appear on First Seacoast Bancorp, Inc.s books and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) the class or series and number of shares of capital stock of First Seacoast Bancorp, Inc. which are owned beneficially or of record by such stockholder and such beneficial owner; (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation.
The 2023 annual meeting of stockholders is expected to be held on _________, 2023. If the conversion and stock offering is completed, advance written notice for certain business, or nominations to the Board of Directors, to be brought before the next annual meeting must be given to us no earlier than __________, 2022 and no later than _______, 2023. If notice is received before _________, 2022 or after _______, 2023, it will be considered untimely, and we will not be required to present the matter at the stockholders meeting. If the conversion and stock offering is not completed, advance written notice for certain business, or nominations to the Board of Directors, to be brought before the next annual meeting must be given to us by ________, 2023. If notice is received after ________, 2023, it will be considered untimely, and we will not be required to present the matter at the stockholders meeting.
Nothing in this proxy statement/prospectus shall be deemed to require us to include in our proxy statement and proxy relating to an annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the Securities and Exchange Commission in effect at the time such proposal is received.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING
The Notice of Special Meeting of Stockholders, Proxy Statement/Prospectus, and Proxy Card are available at http://www.______________.
As of the date of this document, the board of directors is not aware of any business to come before the special meeting other than the matters described above in the proxy statement/prospectus. However, if any matters should properly come before the special meeting, it is intended that the holders of the proxies will act in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS |
![]() |
Michael J. Bolduc |
Corporate Secretary |
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Dover, New Hampshire |
November ____, 2022 |
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. | Other Expenses of Issuance and Distribution |
Amount |
Estimated | |||
Registrants Legal Fees and Expenses |
$ | 585,000 | ||
Registrants Accounting Fees and Expenses |
135,000 | |||
Marketing Agents Fees and Expenses (1) |
555,000 | |||
Records Management Agents Fees and Expenses |
45,000 | |||
Independent Appraisers Fees and Expenses |
57,000 | |||
Printing, Postage, Mailing and EDGAR Fees and Expenses |
160,000 | |||
Filing Fees (NASDAQ, FINRA, SEC) |
20,000 | |||
Transfer Agents Fees and Expenses |
35,000 | |||
Business Plan Consultants Fees and Expenses |
55,000 | |||
Proxy solicitation fees and expenses |
15,000 | |||
Other |
15,000 | |||
|
|
|||
Total |
$ | 1,677,000 | ||
|
|
(1) | Assumes all shares are sold in the subscription offering at the maximum of the offering range. |
Item 14. | Indemnification of Directors and Officers |
Articles 10 and 11 of the Articles of Incorporation of First Seacoast Bancorp, Inc. (the Corporation) sets forth the circumstances under which directors, officers, employees and agents of the Corporation may be insured or indemnified against liability which they may incur in their capacities as such. References to the MGCL refer to Maryland General Corporation Law:
ARTICLE 10. Indemnification, etc. of Directors and Officers.
A. Indemnification. The Corporation shall indemnify (i) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (ii) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
B. Procedure. If a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances if it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of the indemnitees good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the
II-1
terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination before the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.
C. Non-Exclusivity. The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporations Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.
D. Insurance. The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.
E. Miscellaneous. The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitees heirs, executors and administrators.
F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.
G. Repeal or Modification. Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of any indemnitee or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.
ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Persons action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.
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Item 15. | Recent Sales of Unregistered Securities |
Not Applicable.
Item 16. | Exhibits and Financial Statement Schedules |
II-3
II-4
| Management contract or compensation plan or arrangement. |
(b) | Financial Statement Schedules |
Financial statement schedules are not filed because the required information is inapplicable or is included in the consolidated financial statements and 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 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
II-5
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) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
(8) 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 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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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 Dover, State of New Hampshire, on September 13, 2022.
FIRST SEACOAST BANCORP, INC. | ||
By: | /s/ James R. Brannen | |
James R. Brannen President and Chief
Executive Officer |
POWER OF ATTORNEY
We, the undersigned directors and officers of First Seacoast Bancorp, Inc. (the Corporation), hereby severally constitute and appoint James R. Brannen as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said individual may deem necessary or advisable to enable the Corporation 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 Corporations common stock, including specifically, but not limited to, power and authority to sign for 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 thereof.
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.
Signature |
Title |
Date | ||
/s/ James R. Brannen James R. Brannen |
President, Chief Executive Officer and Director (Principal Executive Officer) |
September 13, 2022 | ||
/s/ Richard M. Donovan Richard M. Donovan |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
September 13, 2022 | ||
/s/ Janet Sylvester Janet Sylvester |
Chairperson of the Board | September 13, 2022 | ||
/s/ James Jalbert James Jalbert |
Vice Chairman of the Board |
September 13, 2022 | ||
/s/ Michael J. Bolduc Michael J. Bolduc |
Director |
September 13, 2022 | ||
/s/ Mark P. Boulanger Mark P. Boulanger |
Director |
September 13, 2022 | ||
/s/ Thomas J. Jean Thomas J. Jean |
Director |
September 13, 2022 | ||
/s/ Erica A. Johnson Erica A. Johnson |
Director |
September 13, 2022 | ||
/s/ Dana C. Lynch Dana C. Lynch |
Director |
September 13, 2022 | ||
/s/ Paula J. Williamson-Reid Paula J. Williamson-Reid |
Director |
September 13, 2022 |
Exhibit 1.1
August 22, 2022
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
633 Central Avenue
Dover, NH 03820
Attention: Mr. James Brannen
President | & Chief Executive Officer |
Ladies and Gentlemen:
This letter agreement (the Agreement) confirms the engagement of Keefe, Bruyette & Woods, Inc. (KBW) to act as the exclusive financial advisor to First Seacoast Bancorp, MHC, First Seacoast Bancorp and First Seacoast Bank (collectively with any of its successors or any new stock holding company formed to effect the second step offering, the Bank) in connection with the Banks proposed conversion from the mutual holding company form to the full stock form of organization (the Conversion) pursuant to the Banks proposed Plan of Conversion and Reorganization (the Plan of Conversion), including the offer and sale of certain shares of the common stock (the Common Stock) of a holding company (the Holding Company) to be formed by the Bank to eligible persons in a Subscription Offering, with any remaining shares offered to the general public in a Community Offering (as defined herein) (a Subscription Offering, a Community Offering and any Syndicated Community Offering (as defined herein) are collectively referred to herein as the Offerings). In addition, KBW will act as Conversion Agent and Data Processing Records Management Agent in connection with the Offerings pursuant to the terms of a separate agreement between the Bank and KBW. The Bank and the Holding Company are collectively referred to herein as the Company. This letter sets forth the terms and conditions of our engagement.
1. | Advisory/Offering Services |
As the Companys exclusive financial advisor, KBW will provide financial and logistical advice to the Company and will assist the Companys management, legal counsel, accountants and other advisors in connection with the Conversion and the Offerings, and related issues. We anticipate our services will include the following, each as may be necessary and as the Company may reasonably request:
1. | Providing advice on the financial and securities market implications of the Conversion and any related corporate documents, including the Plan of Conversion and Reorganization; |
2. | Assisting in structuring the Offerings, including developing and assisting in implementing a marketing strategy for the Offerings; |
3. | Serving as sole bookrunning manager in connection with the Offerings; |
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 2 of 9
4. | Reviewing all offering documents related to the Offerings, including the prospectus (the Prospectus) and any related offering materials, stock order forms, letters, brochures and other related offering materials (it being understood that preparation and filing of such documents will be the responsibility of the Company and its counsel); |
5. | Assisting the Company in preparing for and scheduling meetings with potential investors and broker-dealers, as necessary; |
6. | Assisting the Company in analyzing proposals from outside vendors retained in connection with the Offerings, including printers, transfer agents and appraisal firms; |
7. | Assisting the Company in the drafting and distribution of press releases as required or appropriate in connection with the Offerings; |
8. | Meeting with the board of directors of the Company (the Board of Directors) and/or management of the Company to discuss any of the above services; and |
9. | Performing such other financial advisory and investment banking services in connection with the Conversion and the Offerings as may be agreed upon by KBW and the Company. |
2. | Due Diligence Review |
The Company acknowledges and agrees that KBWs obligation to perform the services contemplated by this Agreement shall be subject to the satisfactory completion of such investigations and inquiries relating to the Company, and its directors, officers, agents and employees, as KBW and their counsel in their sole discretion may deem appropriate under the circumstances (the Due Diligence Review).
The Company agrees it will make available to KBW all information, whether or not publicly available, which KBW reasonably requests (the Information), and will permit KBW to discuss with the Board of Directors and management the operations and prospects of the Company. KBW will treat all Confidential Information (as defined herein) as confidential in accordance with the provisions of Section 9 hereof. The Company recognizes and confirms that KBW (a) will use and rely on and assume the accuracy and completeness of the Information in performing the services contemplated by this Agreement without having independently verified or analyzed the accuracy or completeness of same, and (b) does not assume responsibility or liability for the accuracy or completeness of the Information or to conduct any independent verification or any appraisal or physical inspection of properties or assets. The Company acknowledges and agrees that KBW will rely upon Company management as to the reasonableness and achievability of any financial and operating forecasts and projections provided to KBW or which KBW is directed to use, and that KBW will assume, at the Companys direction, that all financial forecasts and projections have been reasonably prepared by Company management on a basis reflecting the best then currently available estimates and judgments of management as to the expected future financial performance of the Company, and that such forecasts and projections will be realized in the amounts and in the time periods currently estimated.
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 3 of 9
3. | Regulatory Filings |
The Company will cause the registration statement (the Registration Statement) and the Prospectus to be filed with the Securities and Exchange Commission (the SEC) and will cause all other offering documents in respect of the Conversion and the Offerings to be filed, as necessary or appropriate, with applicable regulatory agencies including the SEC, the Financial Industry Regulatory Authority (FINRA), and the appropriate federal and/or state bank regulatory agencies. In addition, the Company and KBW agree that the Companys counsel shall serve as counsel with respect to blue sky matters in connection with the Offerings, and that the Company shall cause such counsel to prepare a Blue Sky Memorandum related to the Offerings and shall furnish KBW a copy thereof addressed to KBW or upon which counsel shall state KBW may rely. KBW will cause the Registration Statement and the Prospectus and all other offering documents in respect of the Conversion and the Offerings to be filed with the FINRA.
4. | Fees |
For the services hereunder, the Company shall pay the following non-refundable cash fees to KBW, in the amounts and at the times set forth below:
(a) | Management Fee: A non-refundable cash fee in an amount of $30,000 (the Management Fee) shall be payable by the Company to KBW, as follows: (i) $15,000 shall be paid immediately upon the execution of this Agreement and (ii) the remaining $15,000 shall be paid immediately upon the initial filing of the Registration Statement (whether or not such filing is publicly available). Each payment in respect of the Management Fee shall be deemed to have been earned in full when due. Should the Offerings or this Agreement be terminated for any reason, KBW shall be deemed to have earned in full, and be entitled to be paid in full, all fees then due and payable as of such date of termination. |
(b) | Success Fee: A Success Fee shall be paid based on 1.0% of the aggregate purchase price of Common Stock sold in the Subscription Offering and 1.5% of the aggregate purchase price of Common Stock sold in the Community Offering, excluding shares purchased or donated to any charitable foundation established by the Company (or any shares contributed to such a foundation), subject to the payment of a minimum Success Fee of $300,000 and shall be paid upon the completion of the Offerings. The obligation to pay to KBW the full Success Fee upon completion of the Subscription Offering and any Community Offering shall survive any termination of this Agreement, including any termination occurring prior to the completion of such Offerings. |
(c) | Fees for Syndicated Community Offering: If any shares of the Common Stock remain unsold after the completion of the Subscription Offering and any Community Offering, at the request of the Company, KBW will seek to form a syndicate of registered broker-dealers (a Syndicated Community Offering), to assist on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into by and between the Company and KBW. KBW will endeavor to distribute the Common Stock among broker-dealers in a fashion which |
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 4 of 9
best meets the distribution objectives of the Company and the Conversion. In the event of a Syndicated Community Offering, KBW will be paid a transaction fee not to exceed 6% of the aggregate purchase price of the shares of Common Stock sold in the Syndicated Community Offering. The Success Fee described in 4(b) will be credited against the transaction fee. From this fee, KBW will pass onto selected broker-dealers (if any), who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than KBW shall be transmitted by KBW to such broker/dealer. |
(d) | In connection with the Subscription Offering, if, as a result of any resolicitation of subscribers undertaken by the Company, KBW reasonably determines that it is required or requested to provide significant services, KBW will be entitled to additional compensation for such services, which additional compensation will not exceed $30,000. |
The terms of any Agency Agreement (as defined herein) to be entered into between the Company and KBW in connection with the Offerings shall contain fee provisions no less favorable to KBW than those set forth above. To the extent required under applicable FINRA rules and regulations, the payment of compensation by the Company to KBW pursuant to this Section 4 is subject to FINRAs review thereof.
5. | Additional Services |
KBW further agrees to provide general financial advisory assistance to the Company that is not in the context of any contemplated transaction, for a period of three years following completion of the Offerings, including general strategic planning, the creation of a capital management strategy designed to enhance the value of the Company, including the formation of a dividend policy and share repurchase program, assistance with shareholder relations matters, general advice on mergers and acquisitions, and other related financial matters, without the payment by the Company of any fees in addition to those set forth in Section 4 hereof. Nothing in this Agreement shall require the Company to obtain such services from KBW. If KBW acts as a financial advisor to the Company in connection with any specific transactions, the terms of such engagement will be set forth in a separate agreement between the Company and KBW.
6. | Expenses |
The Company will bear all expenses of the proposed Offerings customarily borne by issuers, including, without limitation, regulatory filing fees, SEC, Blue Sky, and FINRA filing and registration fees; the fees of the Companys accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Offerings; the fees set forth in Section 4; and fees for Blue Sky legal work. If KBW incurs any expenses on behalf of Company in connection with the matters contemplated by this Agreement, the Company will reimburse KBW for such expenses.
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 5 of 9
KBW will also be reimbursed for its reasonable out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offerings, including, but not limited to, costs of travel, meals and lodging, photocopying, telephone, facsimile, and couriers. Clerical assistance and/or temporary staff will be billed separately. KBW will also be reimbursed for fees and expenses of its counsel not to exceed $115,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no resolicitation in connection with the Offerings. The Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs (including but not limited to a delay in the Offerings which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents), such expense caps may be increased by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of KBW and an additional $20,000 in the case of additional fees and expenses of KBWs legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of counsel, exceed $175,000. The provisions of this paragraph shall not apply to or in any way impair or limit the indemnification or contribution provisions contained herein.
7. | Limitations |
The Company acknowledges that all opinions and advice (written or oral) given by KBW to the Company in connection with KBWs engagement are intended solely for the benefit and use of the Company for the purposes of its evaluation of the proposed Offerings. Unless otherwise expressly stated in an opinion letter issued by KBW or otherwise expressly agreed, no one other than the Company is authorized to rely upon this engagement of KBW or any statements or conduct by KBW. The Company agrees that any such opinion or advice, as well as this Agreement (including any of the terms hereof) shall not be used, reproduced, disseminated, quoted or referred to at any time, in any manner, or for any purpose, nor shall any public references to KBW be made by the Company or any of its representatives, without the prior written consent of KBW.
It is expressly understood and agreed that KBW is not undertaking to provide any advice relating to legal, regulatory, accounting or tax matters. In furtherance thereof, the Company acknowledges and agrees that (a) it and its affiliates have relied and will continue to rely on the advice of its own legal, tax and accounting advisors for all matters relating to the Conversion and the Offerings, and all other matters and (b) neither it, or any of its affiliates, has received, or has relied upon, the advice of KBW or any of its affiliates regarding matters of law, regulation, taxation or accounting.
The Company acknowledges and agrees that KBW has been retained to act solely as financial advisor to the Company and not as an advisor to or agent of any other person, and the Companys engagement of KBW is not intended to confer rights upon any person not a party to this Agreement (including shareholders, employees or creditors of the Company) as against KBW or its affiliates, or their respective directors, officers, employees or agents. In such capacity, KBW shall act as an independent contractor, and any duties arising out of its engagement shall be owed solely to the Company. It is understood that KBWs responsibility to the Company is solely contractual in nature and KBW does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 6 of 9
The Company acknowledges that KBW is a securities firm engaged in securities trading and brokerage activities and providing investment banking and financial advisory services. In the ordinary course of business, KBW and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in the Companys debt or equity securities, or the debt or equity securities of the Companys affiliates or other entities that may be involved in the transactions contemplated by this Agreement. In addition, KBW and its affiliates may from time to time perform various investment banking and financial advisory services for other clients and customers who may have conflicting interests with respect to the Company. The Company acknowledges that KBW and its affiliates have no obligation to use in connection with this engagement or to furnish the Company confidential information obtained from other companies.
8. | Benefit |
This Agreement shall inure to the benefit of the parties hereto and their respective successors, and the obligations and liabilities assumed hereunder by the parties hereto shall be binding upon their respective successors; provided, however, that this Agreement shall not be assignable without the mutual consent of KBW and the Bank.
9. | Confidentiality |
KBW acknowledges that a portion of the Information provided to it in connection with its engagement hereunder may contain confidential and proprietary business information concerning the Company (such Information, the Confidential Information). KBW agrees that, 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 or legal process, it will treat as confidential all Confidential Information; provided, however, that KBW may disclose such Confidential Information to its agents and advisors who are assisting or advising KBW in performing its services hereunder and who have been instructed to be bound by the terms and conditions of this paragraph. As used herein, the term Confidential Information shall not include information which (a) is or becomes available to the public other than as a result of a disclosure by KBW or its representatives in violation of this Agreement, (b) was available to KBW on a non-confidential basis prior to its disclosure to KBW or its representatives by the Company, or (c) becomes available to KBW on a non-confidential basis from a person other than the Company who is not known to KBW to be bound not to disclose such information pursuant to a contractual obligation of confidentiality to the Company.
The Company hereby acknowledges and agrees that all presentation materials and financial models used by KBW in performing its services hereunder have been developed by and are proprietary to KBW. 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 KBW.
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 7 of 9
10. | Advertisements |
The Company agrees that, following the closing of the Offerings, KBW has the right to place advertisements in financial and other newspapers and journals at its own expense, describing its services to the Company and a general description of such offering. In addition, the Company agrees to include in any press release or public announcement announcing any such offering a reference to KBWs role as financial advisor and sole bookrunning manager with respect to such offering, provided that the Company will submit a copy of any such press release or public announcement to KBW for its prior approval, which approval shall not be unreasonably withheld or delayed.
11. | Indemnification |
As KBW will be acting on behalf of the Company in connection with the Conversion and the Offerings, the Company agrees to indemnify and hold harmless KBW and its affiliates, the respective partners, directors, officers, employees and agents of KBW and its affiliates and each other person, if any, controlling KBW or any of its affiliates and each of their successors and assigns (KBW and each such person being an Indemnified Party) to the fullest extent permitted by law, 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 the Conversion or the Offerings or the engagement of KBW pursuant to, or the performance by KBW of the services contemplated by, this Agreement, and will reimburse any Indemnified Party for all expenses (including legal fees and expenses) as they are incurred, including expenses incurred in connection with the investigation, preparing for or defending any such action or claim whether or not in connection with pending or threatened litigation, or any action or proceeding arising therefrom, whether or not KBW is a party; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense (a) 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 KBW expressly for use therein or (b) to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted primarily from KBWs gross negligence or bad faith.
If the indemnification provided for in the foregoing paragraph is judicially determined to be unavailable (other than in accordance with the terms hereof) to any person otherwise entitled to indemnity in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such person hereunder, the Company shall contribute to the amount paid or payable by such person as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 8 of 9
the one hand, and KBW, on the other hand, of the engagement provided for in this Agreement or (ii) if the allocation provided for in clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of the Company and KBW, as well as any other relevant equitable considerations; provided, however, in no event shall KBWs aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by KBW under this Agreement. For the purposes of this Agreement, the relative benefits to the Company and to KBW of the engagement under this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Company in the Conversion and the Offerings that are the subject of the engagement hereunder, whether or not consummated, bears to (b) the fees paid or to be paid to KBW under this Agreement.
The Company also agrees that neither KBW, nor any of its affiliates nor any officer, director, employee or agent of KBW or any of its affiliates, nor any person controlling KBW or any of its affiliates, shall have any liability to the Company for or in connection with such engagement except for any such liability for losses, claims, damages, liabilities or expenses incurred by the Company which are finally judicially determined to have resulted primarily from KBWs bad faith or gross negligence. The foregoing agreement shall be in addition to any rights that KBW, the Company or any Indemnified Party may have at common law or otherwise, including, but not limited to, any right to contribution. For the sole purpose of enforcing and otherwise giving effect to the indemnification and contribution provisions of this agreement, the Company hereby consents to personal jurisdiction and service and venue in any court in which any claim which is subject to this agreement is brought against KBW or any other Indemnified Party.
The Company agrees that it will not, without the prior written consent of KBW, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not KBW is an actual or potential party to such claim, action, suit, or proceeding) unless such settlement, compromise or consent includes an unconditional release of KBW from all liability arising out of such claim, action, suit or proceeding.
12. | Definitive Agreement |
This Agreement reflects KBWs present intention of proceeding to work with the Company on the proposed Offerings. No legal and binding obligation is created on the part of the Company or KBW with respect to the subject matter hereof, except as to (i) the agreement to maintain the confidentiality of Confidential Information set forth in Section 9, (ii) the payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the limitations of liability, the indemnification and contribution obligations and the other provisions set forth in Section 11 and (iv) those terms as may be set forth in a mutually agreed upon agency agreement between KBW and the Company to be executed prior to commencement of the Offerings (the Agency Agreement), all of which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive any termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect.
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 9 of 9
The Company acknowledges and agrees that KBWs provision of services in connection with the Conversion and the Offerings, as contemplated herein, is expressly subject to (a) satisfactory completion of Due Diligence Review by KBW, (b) the preparation of a Registration Statement and Prospectus and other offering materials that are satisfactory to KBW in form and substance, (c) compliance with all applicable legal and regulatory requirements to the reasonable satisfaction of KBW and its counsel, (d) market conditions (including at the time of any of the proposed Offerings), (e) approval of KBWs internal committee and (f) any other conditions that KBW may deem appropriate for the transactions contemplated hereby.
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. Any right to trial by jury with respect to any claim or action arising out of this Agreement or conduct in connection with the engagement is hereby waived by the parties hereto.
If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning an original copy of this Agreement to the undersigned.
Very truly yours,
KEEFE, BRUYETTE & WOODS, INC.
By: | /s/ Patricia McJoynt |
Date: August 22, 2022 | ||
Patricia McJoynt | ||||
Managing Director |
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
By: | /s/ James Brannen | Date: August 25, 2022 | ||
James Brannen | ||||
President & Chief Executive Officer |
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
August 22, 2022
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
633 Central Avenue
Dover, NH 03820
Attention: | Mr. James Brannen | |
President & Chief Executive Officer |
Re: Services of Conversion Agent and Data Processing Records Management Agent
Ladies and Gentlemen:
This letter agreement (this Agreement) confirms the engagement of Keefe, Bruyette & Woods, Inc. (KBW) by First Seacoast Bancorp, MHC, First Seacoast Bancorp and First Seacoast Bank (collectively with any of its successors including the new stock holding company to be formed to effect the second step offering (the Company), on behalf of both itself and the Company, to act as the conversion agent and the data processing records management agent (KBW in such capacities, the Agent) to the Company in connection with First Seacoast Bancorp, MHCs proposed conversion from the mutual holding company form to the full stock form of organization, including the offer and sale of the common stock (the Conversion) pursuant to the Companys proposed Plan of Conversion and Reorganization (the Plan of Conversion). The sale will be to eligible persons in a subscription offering (the Subscription Offering), with any remaining unsold shares of Common Stock to then be offered to the general public in a community offering (the Community Offering) and if necessary, through a syndicate of broker-dealers organized by KBW (a Syndicated Community Offering) (the Subscription Offering, Community Offering, and any Syndicated Community Offering are collectively referred to herein as the Offerings).
This Agreement sets forth the terms and conditions of KBWs engagement solely in its capacity as Agent. It is acknowledged that the terms of KBWs engagement by the Company as exclusive financial advisor in the Conversion and as sole bookrunning manager in the Offerings is set forth in a separate agreement entered into by and between KBW and the Bank (on behalf of both itself and the Company) on or about the date hereof (such separate agreement, the Advisory Agreement).
1. | Description of Services. |
As Agent, and as the Company may reasonably request, KBW will provide the services further described below (the Services):
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 2 of 12
1. | Consolidation of Accounts and Development of a Central File, including, but not limited to the following: |
| Consolidate accounts having the same ownership and separate the consolidated file information into necessary groupings to satisfy mailing requirements; |
| Create the master file of account holders as of key record dates; and |
| Create software for the operation of the Companys Stock Information Center, including subscription management and proxy solicitation efforts. |
2. | Preparation of Proxy Forms; Proxy Solicitation and Special Meeting Services, including, but not limited to the following: |
| Assist the Companys financial printer with labeling of proxy materials for voting; |
| Provide support for any follow-up mailings to members, as needed, including proxy grams and additional solicitation materials; |
| Proxy tabulation; and |
| Assist the Inspector of Election for First Seacoast MHCs special meeting of members, if requested. |
3. | Subscription Services, including, but not limited to the following: |
| Establish and manage a Stock Information Center; |
| Assist in educating Company personnel; |
| Assist the Companys financial printer with labeling of offering materials for subscribing for shares of Common Stock; |
| Provide support for any follow-up mailings to members, as needed, including additional solicitation materials; |
| Common Stock order form processing and production of daily reports and analysis; |
| Provide supporting account information to the Companys legal counsel for blue sky research and applicable registration; |
| Assist the Companys transfer agent with the generation and mailing of statements of ownership; and |
| Perform interest and refund calculations and provide a file to enable the Company or its transfer agent to generate interest and refund checks. |
4. | Records Processing Services: KBW will provide records processing services (the Records Processing Services) contemplated hereby. The parties hereto expressly acknowledge and agree that KBW expects to subcontract certain Records Processing Services, including without limitation certain integral data processing functions, to any one or more of its affiliates or to any other party (including non-affiliate third parties). KBW shall exercise due care in the selection of any non-affiliate third party. |
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 3 of 12
2. | Duties and Obligations. |
KBW, as Agent, hereby agrees to perform the Services in a commercially reasonable manner and to comply with all timely, appropriate and lawful instructions received from duly authorized representatives of the Company. KBW makes no warranties regarding the rendering of the Services (including, without limitation, warranties of merchantability, security, accuracy, non-infringement, and fitness for a particular purpose), and no additional warranties may be implied from the terms of this Agreement. The Company will: (i) inform all of its authorized representatives, which may include attorneys, agents and advisors, that KBW shall act as the exclusive Agent and that they are authorized and directed to communicate with KBW and to promptly provide KBW with all information that is reasonably requested; (ii) cause KBW to have adequate notice of, and permit KBW to attend, meetings (whether in person or otherwise) where KBWs attendance is, in the discretion of KBW, relevant, advisable or necessary; (iii) cause KBW to receive, as they become available, copies of the documents relating to the Plan of Conversion, the Conversion and the Offerings, to the extent KBW believes that such documents are necessary or appropriate for it to perform the Services and (iv) cause KBW to have adequate advance notice of any proposed changes to the Plan of Conversion, the proposed Services or the timetable of the Offerings. Failure by the Company to keep KBW timely and adequately informed or to provide KBW with complete and accurate necessary information on a timely basis shall excuse KBWs delay in the performance of its Services and may be grounds for KBW to terminate the Services pursuant to this Agreement.
The actions to be taken by KBW hereunder are deemed by the parties to be ministerial only and not discretionary. KBW, in its capacity as Agent under this Agreement, shall not be called upon at any time to give any advice regarding implementing the Plan of Conversion. The Company shall have the sole responsibility to make any and all decisions with respect to implementing the Plan of Conversion, including but not limited to decisions regarding which customer bank accounts are to be included in accountholder records provided to KBW.
KBW expects to subcontract certain data processing functions integral to the Services with any one or more of its affiliates or with any other party. The fees and expenses of such subcontractor shall not be billed to the Company, unless otherwise agreed to by the parties hereto in writing. Such subcontractor shall agree to comply with the provisions of this Agreement set forth under the heading Confidentiality and Consumer Privacy.
3. | Fees Payable to KBW. |
For the Services described above, the Company agrees to pay KBW a non-refundable cash fee of $35,000 (the Services Fee). Such fee is based upon the requirements of current banking regulations, the Plan of Conversion as currently contemplated, and the expectation that member data will be processed as of three key record dates. Any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees not exceeding $10,000 payable to KBW. The Services Fee shall be payable as follows: (i) $10,000 shall be payable immediately upon execution of this Agreement, which shall be non-refundable and deemed to be earned in full when paid and (ii) all remaining amounts shall be payable immediately upon the completion of the Offerings.
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 4 of 12
4. | Costs and Expenses; Reimbursement. |
The Company will bear all of expenses in connection with the Offerings and the matters contemplated by this Agreement. As such, the Company agrees to reimburse KBW up to $10,000 for its reasonable out-of-pocket expenses incurred in connection with the Services, regardless of whether the Offerings are consummated. Typical expenses include, but are not limited to, additional programming costs, postage, overnight delivery, telephone and travel. The provisions of this paragraph shall not apply to or in any way impair the indemnification, contribution or liability limitation provisions set forth in this Agreement.
5. | Reliance on Information Provided. |
The Company agrees to provide KBW with such information as KBW may reasonably require to carry out the Services under this Agreement (all such information so provided, the Information). The Company recognizes and confirms that KBW (a) will use and rely on and assume the accuracy and completeness of such Information in performing the Services contemplated by this Agreement without having independently verified or analyzed the accuracy or completeness of the same, and (b) does not assume responsibility or liability for the accuracy or completeness of the Information (including, without limitation, accountholder records provided or processed) or to conduct any independent verification or any appraisal or physical inspection of properties or assets.
KBW, as Agent, may further rely upon the instructions and representations (whether oral or in writing) of the Companys duly authorized representatives, without inquiry or investigation. KBW shall not be responsible for any action taken in reliance upon any signature, endorsement, assignment, certificate, order, request, notice or instruction (whether written or oral), or other instrument or document reasonably believed by it to be valid, genuine and sufficient in carrying out its duties hereunder. KBW shall not be liable or responsible, and shall be fully authorized and protected for, acting or failing to act in accordance with any oral instructions or requests.
KBW may consult with legal counsel chosen in good faith as to KBWs obligations or performance under this Agreement, and KBW shall not incur any liability in acting in good faith in accordance with any advice from such counsel with respect to KBWs obligations or performance under this Agreement.
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 5 of 12
6. | Confidentiality and Consumer Privacy. |
KBW acknowledges that a portion of the Information provided to it in connection with its engagement hereunder may contain confidential and proprietary business information concerning the Company (such Information, the Confidential Information). KBW agrees that, 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 or legal process, it will treat as confidential all Confidential Information; provided, however, that KBW may disclose such Confidential Information to its agents and advisors who are assisting or advising KBW in performing its services hereunder and who have been instructed to be bound by the terms and conditions of this paragraph. As used herein, the term Confidential Information shall not include information which (a) is or becomes available to the public other than as a result of a disclosure by KBW or its representatives in violation of this Agreement, (b) was available to KBW on a non-confidential basis prior to its disclosure to KBW or its representatives by the Company, or (c) becomes available to KBW on a non-confidential basis from a person other than the Company who is not known to KBW to be bound not to disclose such information pursuant to a contractual obligation of confidentiality to the Company. It is understood by the parties hereto that the receiving party shall be deemed to have satisfied its obligation to hold the Confidential Information confidential if it exercises the same care as it takes to preserve the confidentiality of its own similar information.
KBW further acknowledges that a portion of the Information provided to it in connection with its engagement hereunder will include nonpublic personal data regarding Company customers and bank account records. KBW agrees that such information shall be deemed to be Confidential Information under this Agreement and shall not be used or disclosed except in accordance with the terms of this Agreement.
If at any time KBW is served with any judicial or administrative order, judgment, decree, motion, writ, or other form of judicial or administrative process which in any way affects any property of the Company, KBW is authorized to comply therewith in any reasonable manner as it or its legal counsel of its own choosing deems appropriate; provided that the Agent shall, if permissible by law or regulation, endeavor to give notice thereof to the Company. If KBW complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, KBW shall not be liable to any of the parties, or to any other person or entity, even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.
7. Limitations of Responsibilities.
KBW, as Agent, (a) shall have no duties or obligations other than the contractual obligations 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 statements of ownership or the shares of Common Stock represented thereby, and will not be required to and will make no representations as to the validity, value or genuineness of any offer in connection with the Offerings or otherwise; (c) shall not be obliged to take any legal action hereunder which might in its sole judgment involve any expense or liability, unless it shall have been furnished with indemnity reasonably satisfactory to it; and (d) 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.
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 6 of 12
The duties, responsibilities and obligations of KBW, as Agent, shall be limited to those expressly set forth herein, and no duties, responsibilities or obligations shall be inferred or implied. KBW, in its capacity as Agent, shall not be subject to, nor required to comply with, any other agreement between or among any or all of the parties hereto and/or any other person or entity, even though reference thereto may be made herein or therein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any person or entity other than the Company. Except as may otherwise specifically be set forth herein, KBW shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of its duties hereunder.
KBW, as Agent in furnishing services to the Company under this Agreement, is acting only as an independent contractor and is not a fiduciary of, nor will its entering into this Agreement give rise to fiduciary duties to, the Company. KBW does not undertake by this Agreement or otherwise to perform any obligation of the Company, whether regulatory, contractual, or otherwise. KBW has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by it under this Agreement unless otherwise provided in this Agreement. The Company understands and agrees that KBW may perform services substantially similar to those to be performed hereunder for others, and nothing herein is intended to restrict or prohibit KBW from performing such services for others.
No implied duties or obligations shall be read into this Agreement against KBW, and KBW, in its capacity as Agent, shall not be bound by any provision of any agreement between the Company and any other person or entity other than this Agreement, and KBW shall have no duty to inquire into, or to take into account its knowledge of, the terms and conditions of any agreement made or entered into in connection with this Agreement.
8. Indemnification; Contribution; Limitations of Liability.
The Company agrees to indemnify and hold harmless KBW and its affiliates, the respective partners, directors, officers, employees, and agents of KBW and its affiliates and each other person, if any, controlling KBW or any of its affiliates and each of their successors and assigns (KBW and each such person being an Indemnified Party) to the fullest extent permitted by law, 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, and reasonably related to or arising out of the engagement of KBW pursuant to, and the performance by KBW of the services contemplated by, this Agreement, and will reimburse any Indemnified Party for all expenses (including legal fees and expenses) as they are incurred, including expenses incurred in connection with the investigation, preparing for or defending any such action or claim whether or not in connection with pending or threatened litigation, or any action or proceeding arising therefrom, whether or not KBW is a party. The Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted primarily from KBWs bad faith or gross negligence.
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 7 of 12
If the indemnification provided for in the foregoing paragraph is judicially determined to be unavailable (other than in accordance with the terms hereof) to any person otherwise entitled to indemnity in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such person hereunder, the Company shall contribute to the amount paid or payable by such person as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and KBW, on the other hand, of the engagement provided for in this Agreement or (ii) if the allocation provided for in clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of the Company and KBW, as well as any other relevant equitable considerations; provided, however, in no event shall KBWs aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by KBW under this Agreement. For the purposes of this Agreement, the relative benefits to the Company and to KBW of the engagement under this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Company in the Conversion and the Offerings that are the subject of the engagement hereunder, whether or not consummated, bears to (b) the fees paid or to be paid to KBW under this Agreement.
The Company also agrees that neither KBW, nor any of its affiliates nor any officer, director, employee or agent of KBW or any of its affiliates, nor any person controlling KBW or any of its affiliates, shall have any liability to the Company for or in connection with such engagement except for any such liability for losses, claims, damages, liabilities or expenses incurred by the Company which are finally judicially determined to have resulted primarily from KBWs bad faith or gross negligence. The foregoing agreement shall be in addition to any rights that KBW, the Company or any Indemnified Party may have at common law or otherwise, including, but not limited to, any right to contribution. For the sole purpose of enforcing and otherwise giving effect to the provisions of this Agreement, the Company hereby consents to personal jurisdiction and service and venue in any court in which any claim which is subject to this agreement is brought against KBW or any other Indemnified Party.
KBW shall not be responsible nor liable for delays, errors or omissions arising from, relating to or made in connection with circumstances beyond its reasonable control, including but not limited to, acts or omissions of the Company or any of its advisors or agents, acts of governmental authorities, acts of civil commotion or riot, insurrection, acts of military authority, war or acts of war or terrorism, national emergencies, labor difficulties, fire, flood, weather-related problems, acts of God or nature, mechanical or electrical breakdown, computer problems, failure or unavailability of communications or power supply or any change in law or regulation materially affecting KBW or the Company.
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 8 of 12
In no event shall KBW be liable for: (i) acting in accordance with or relying upon any instruction, request, notice, demand, certificate, order or document from the Company or any authorized representative acting on its behalf or (ii) for any consequential, indirect, incidental, punitive, exemplary or special damages of any kind whatsoever (including but not limited to lost profits) even if KBW has been advised of the possibility of such damages. Any liability of KBW shall be limited to the amount of fees paid to KBW for the Services performed by KBW as Agent pursuant to this Agreement. A claim by Company for a return of fees paid to KBW by the Company for the Services performed as Agent pursuant to this Agreement shall be the sole and exclusive remedy for any damages. This limitation of liability is intended to apply to the full extent allowed by law, regardless of the grounds or nature of any claim asserted.
The Company agrees that it will not, without the prior written consent of KBW (which consent shall not be unreasonably withheld, conditioned, or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not KBW is an actual or potential party to such claim, action, suit, or proceeding) unless such settlement, compromise or consent includes an unconditional release of KBW from all liability arising out of such claim, action, suit or proceeding.
It is understood that KBWs engagement referred to above may be embodied in one or more separate written agreements and that, in connection with such engagement, KBW may also be requested to provide additional services or to act for the Company in one or more additional capacities. The indemnification provided hereunder shall apply to said engagement, any such additional services or activities and any modification, and shall remain in full force and effect following the completion or termination of KBWs engagement or this Agreement.
9. Commencement and Termination.
This Agreement shall commence immediately upon execution hereof by all parties and shall continue in force until the consummation or termination of the Reorganization or the Offerings or the termination of this Agreement. This Agreement may only be terminated by the Company for cause due to action by KBW constituting a material violation of applicable law or a material breach of this Agreement, which breach remains uncured for ten (10) business days after written notice of such breach is delivered by the Company to KBW. This Agreement may only be terminated by KBW in the event of one or more of the following: (i) termination of the Advisor Agreement; (ii) circumstances described in this Agreement in the second paragraph under the heading Miscellaneous; (iii) action by the Company constituting a material violation of applicable law or a material breach of this Agreement (including as described in this Agreement in the first paragraph under the heading Duties and Obligations or failure to pay the fees and expenses of KBW as set forth herein), which breach remains uncured for ten (10) business days after written notice of breach is delivered by KBW to the Company or (iv) any proceeding in bankruptcy, reorganization, rehabilitation, guaranty fund action, receivership or insolvency is commenced by or against the Company, the Company shall become insolvent, or cease paying its obligations as they become due.
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 9 of 12
10. Survival of Obligations.
The covenants and agreements of the parties hereto, including those set forth under Indemnification; Contribution; Limitations of Liability above, will remain in full force and effect and will survive the consummation of the Conversion and the Offerings or the termination of this Agreement, and KBW, its affiliates, the officers, directors, employees and agents of KBW and any of its affiliates, and any person controlling KBW and any of its affiliates, shall be entitled to the benefit of the covenants and agreements thereafter.
11. Miscellaneous.
The parties hereto acknowledge that there are no third party beneficiaries to this Agreement, which is for the exclusive benefit of the parties hereto. No other person or entity or their respective heirs, successors and assigns shall be deemed to have any legal or equitable right, remedy or claim hereto.
In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by KBW hereunder, KBW will provide the Company a reasonable opportunity to resolve such uncertainty or ambiguity and in the event that such uncertainty or ambiguity is unresolved KBW may, in its sole discretion, take any action it deems appropriate or refrain from taking any action unless and until KBW receives written instructions from the Company clarifying the ambiguity or uncertainty, and KBW shall not be liable for acting or the failure to take any action during this period. In the event of any disagreement between the Company and any other person or entity resulting in adverse claims and demands being made herein or affected hereby, KBW shall be entitled to refuse to comply with any such claims or demands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition under this Agreement, and in so doing shall be entitled to continue to refrain from acting until: (i) the right of adverse claimants shall have been finally settled by binding arbitration or finally adjudicated in a court of competent jurisdiction or (ii) all differences shall have been settled by agreement among the adverse claimants and the Company or other persons or entities and KBW shall have been notified in writing of such agreement signed by the Company and the adverse person(s) or entity(ies). In the event of such disagreement, KBW may, but need not, tender into the registry or custody of any court of competent jurisdiction all property in KBWs possession pursuant to the terms of this Agreement, together with such legal proceedings as KBW deems appropriate, and thereupon KBW shall be discharged from all further duties under this Agreement. The filing of any such legal proceeding shall not deprive KBW of compensation or expenses paid or payable hereunder for Services, and KBW shall not be liable with respect to any suspension of performance, delay or otherwise as a result of the tendering of such property. KBW shall have no obligation to take any legal action in connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 10 of 12
or legal proceeding which would or might involve KBW in any cost, expense, loss or liability unless indemnification, satisfactory to KBW, in its sole discretion, shall be furnished by the Company. KBW shall be indemnified for all reasonable costs (including employee time at the employees hourly rate determined by his annual salary) and reasonable attorneys fees and expenses in connection with any such action.
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. This Agreement supersedes any other agreements, either oral or written, among the parties hereto with respect to the specific subject matter hereof, but not any engagement, underwriting, agency or other agreements among the parties pursuant to which KBW is acting as the Companys financial advisor, underwriter, placement agent, investment banker or in any similar capacity, including without limitation the Advisory Agreement. Except as specifically set forth herein, each party hereto acknowledges that no representation, inducement, promise or agreement, written, oral or otherwise, has been made by any party, or anyone acting on behalf of any party, which is not embodied or expressly stated herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding in relation to the Services. The Company hereby acknowledges and agrees that: (i) KBW has made full and complete disclosure to the Company of the possibility or existence of any conflict of interest resulting from KBW serving as both data processing records management agent pursuant to this Agreement and as financial advisor, underwriter, placement agent, investment banker or in any similar capacity pursuant to the Advisory Agreement or any other separate agreement and (ii) having received full disclosure thereof, the Company hereby waives any such conflict of interest and consents to KBW serving in such dual capacity.
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. Any right to trial by jury with respect to any claim or action arising out of this Agreement or conduct in connection with the engagement is hereby waived by the parties hereto.
This Agreement may be executed in several counterparts, which taken together, shall constitute one and the same document. All section headings used herein are for convenience and ease of reference only and do not constitute part of this Agreement and shall not be referred to for the purpose of defining, interpreting, construing or enforcing any of the provisions of this Agreement. All pronouns and variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the party or parties to this Agreement may require.
This Agreement may not be assigned by any party without the prior written consent of the other parties hereto and any purported assignment made in violation of the foregoing shall be void and have no legal effect; except that consent is not required for an assignment to a KBW affiliate or successor in interest. This Agreement may be modified only by a written amendment signed by all of the parties hereto and no waiver of any provision hereof shall be effective unless expressed in a writing signed by the party to be charged. No waiver of the breach of any provision or term of this Agreement shall be deemed or construed to be a waiver of any other or subsequent breach.
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 11 of 12
Should any term or provision, or portion of such provision, of this Agreement be invalid or unenforceable, the scope thereof or the period covered thereby or otherwise, such term, provision, or portion of such provision, shall be deemed to be reduced and limited to enable KBW or the Company, as applicable, to enforce it to the maximum extent permissible under the laws and public policies applied under the jurisdiction in which enforcement is sought. If any term or provision of this Agreement is held or deemed to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, such term or provision shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement which shall be construed to preserve, to the maximum extent permissible, the intent and purposes of this Agreement. Any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such terms or provisions in any other jurisdiction.
All media releases, public announcements and public disclosures by either party or its agents relating to this Agreement or the subject matter of this Agreement, but not including any announcement intended solely for internal distribution at such party or any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of such party, shall be coordinated with and approved by the other party prior to the release thereof, which approval shall not be unreasonably withheld, conditioned, or delayed.
12. Notices.
Except as otherwise contemplated by this Agreement, all notices, demands, requests or other communications which may be or are required to be given, served or sent by any party to any other party pursuant to this Agreement, other than in the normal course of conducting the Services, can be by certified or registered mail, personal delivery or transmitted by any standard form of telecommunication with proof of delivery addressed as follows:
(a) | If to the Agent: |
Keefe, Bruyette & Woods, Inc.
1 North Wacker Drive, Suite 3400
Chicago, IL 60606
Attn: Patricia McJoynt
Telephone: (312) 423-8272
Fax: (312) 423-8232
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
August 22, 2022
Page 12 of 12
If to the Company:
First Seacoast Bancorp, MHC
633 Central Avenue
Dover, NH 03820
Attn: James Brannen
Telephone: (603) 742-4680
Fax: (603) 742-7905
Each party may designate by notice in writing a new address/addressee to which any notice, demand, request or communication may thereafter be provided. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to the undersigned.
Very truly yours,
KEEFE, BRUYETTE & WOODS, INC.
By: |
/s/ Patricia McJoynt |
Date: August 22, 2022 | ||||||
Patricia McJoynt |
||||||||
Managing Director |
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bank
By: | /s/ James Brannen | Date: August 25, 2022 | ||||||
James Brannen | ||||||||
President & Chief Executive Officer |
Keefe, Bruyette & Woods 1 North Wacker Drive, Suite 3400 Chicago, IL 60606
312.423.8200 800.929.6113 Fax 312.423.8232 www.kbw.com
Exhibit 1.2
FIRST SEACOAST BANCORP, INC.
(a Maryland corporation)
Up to 3,795,000 Shares
COMMON STOCK
(Par Value $0.01 Per Share)
Subscription Price $10.00 Per Share
AGENCY AGREEMENT
November , 2022
Keefe, Bruyette & Woods, Inc.
70 West Madison Street
Suite 2401
Chicago, Illinois 60602
Ladies and Gentlemen:
First Seacoast Bancorp, Inc., a Maryland corporation (FSBI), First Seacoast Bancorp, a federally-chartered stock corporation (the Company), First Seacoast Bancorp, MHC, a federally-chartered mutual holding company (the MHC) and First Seacoast Bank, a federally-chartered stock savings bank (the Bank) (collectively, FSBI, the Company, the MHC and the Bank are the FS Parties), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. (KBW or the Agent), as follows:
Section 1. The Offering. In accordance with that certain Plan of Conversion and Reorganization of First Seacoast Bancorp, MHC, dated August 11, 2022 (the Plan), FSBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the Purchase Price) in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization (the Conversion). All capitalized terms used in this Agency Agreement (this Agreement) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the Federal Reserve) (such laws and the regulations are referred to herein as the Conversion Regulations).
In connection with the Conversion, FSBI will offer for sale shares of its common stock, $0.01 par value per share (the Common Stock or the Shares), in a subscription offering (the Subscription Offering) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30, 2021 (Eligible Account Holders); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the 401(k) Plan (the 401(k) Plan); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2022 (Supplemental Eligible Account Holders); and (iv) fourth, each depositor of the Bank at the close of business on November , 2022 and each borrower of the Bank as of July 16, 2019, whose borrowings remained outstanding as of the close of business on , 2022 (Other Members). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community
offering (the Community Offering), with a preference given to: (i) natural persons (including trusts of natural persons) in the New Hampshire counties of Rockingham and Stafford; (ii) the Companys public stockholders at the close of business on November __, 2022; and (iii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the Syndicated Community Offering) as described in subsection 4(a)(iii) below.
Pursuant to the Plan, FSBI is offering for sale a minimum of 2,805,000 Shares and a maximum of 3,795,000 Shares in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the Offering). In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Companys public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of FSBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of FSBI as they owned in the common stock of the Company immediately before the completion of the Conversion. Based on the exchange ratio, FSBI expects to issue between 2,272,492 Shares and 3,074,548 Shares in the exchange, depending on the number of Shares sold pursuant to the Offering (the Exchange Shares).
Upon completion of the Conversion, FSBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of FSBI. FSBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered is increased or decreased in accordance with the Plan, the term Shares shall mean such greater or lesser number, as applicable.
FSBI has filed with the U.S. Securities and Exchange Commission (the Commission or the SEC) a Registration Statement on Form S-1 (File No. 333- ) in order to register the Shares under the Securities Act of 1933, as amended (the 1933 Act), and has filed such amendments thereto as have been required to the date hereof (the Registration Statement). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the Prospectus, except that if any prospectus is filed by FSBI pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the 1933 Act Regulations) differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term Prospectus shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively.
In connection with the Conversion, the MHC filed with the Federal Reserve an Application for Conversion on Form FR MM-AC (together with any other required ancillary applications and/or notices and amendments thereto, the Conversion Application) as required by the Federal Reserve in accordance with the Home Owners Loan Act, as amended (the HOLA), and the Conversion Regulations. FSBI has also filed with the Federal Reserve an application on Form H-(e)1 (together with any other required ancillary applications and/or notices and amendments thereto, the Holding Company Application) to become a savings and loan holding company under Section 10 of the HOLA and the regulations promulgated thereunder.
Section 2. Retention of Agent. Subject to the terms and conditions herein set forth, the FS Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the FS Parties with respect to FSBIs sale of the Shares in the Offering.
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On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the FS Parties as to the matters set forth in (i) the letter agreement, dated August 22, 2022, between the Company, the MHC, the Bank, and the Agent (the Engagement Letter) and (ii) the matters set forth in the letter agreement, dated August 22, 2022, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Company, the MHC, the Bank and the Agent (the Conversion Agent Engagement Letter). It is acknowledged by the FS Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any applicable law, regulation, decision or order.
Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the FS Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Community Offering (the End Date). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the FS Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters.
In the event FSBI is unable to sell a minimum of 2,805,000 Shares by the End Date, this Agreement shall terminate and FSBI shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest or cancel their deposit withdrawal authorizations, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Sections 4(a), 10, 12, 13 and 14 hereof.
Section 3. Sale and Delivery of Shares. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, FSBI agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates or statements of ownership for such Shares on the Closing Date (as hereinafter defined) against payment to FSBI by any means authorized by the Plan; provided, however, that no funds shall be released to FSBI until the conditions specified in Section 11 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place mutually acceptable to the FS Parties and the Agent. Certificates for Shares, or alternatively statements of ownership for Shares, shall be delivered directly to the purchasers in accordance with their directions. The date upon which FSBI shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the Closing Date.
Section 4. Compensation. (a) The Agent shall receive the following compensation for its services hereunder:
(i) | A non-refundable cash fee of $30,000 (the Management Fee), payable as follows: (i) $15,000 was paid upon the execution of the engagement letter and the remaining $15,000 was paid upon the initial filing of the registration statement, all of which has been paid. Such fee was earned in full when due and paid. Should the Offering, the Engagement Letter or this Agreement be terminated for any reason, the Agent shall have earned in full, and be entitled to be paid in full, all fees then due and payable as of such date of termination. |
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(ii) | A success fee equal to 1.0% of the aggregate purchase price of the Shares sold in the Subscription Offering and 1.5% of the aggregate purchase price of shares sold in the Community Offering, excluding shares purchased or donated to any charitable foundation established by FSBI (or any shares contributed to such a foundation), subject to the payment of a minimum success fee of $300,000, which is payable upon the completion of the Offering (the Success Fee). |
(iii) | If any of the Shares remain available after the completion of the Subscription Offering and any Community Offering, at the request of the Company, KBW will seek to form a syndicate of registered broker-dealers (Selected Dealers) to assist in the sale of such Shares on a best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into by and between the FS Parties and KBW. KBW will endeavor to distribute the Shares among the Selected Dealers in a fashion which best meets the distribution objectives of the FS Parties and the Conversion. In the event of a Syndicated Community Offering, KBW will be paid a transaction fee not to exceed 6.0% of the aggregate purchase price of the Shares sold in the Syndicated Community Offering. The Success Fee payable under Section 4(a)(ii) shall be credited against the amount of any transaction fee payable under this Section 4(a)(iii). From this fee, KBW will pass on to the Selected Dealers, if any, who assist in such offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the assistance of Selected Dealers other than KBW shall be transmitted by KBW to such Selected Dealers. |
(iv) | In connection with the Subscription Offering, if, as a result of any re-solicitation of subscribers undertaken by the FS Parties, KBW reasonably determines that it is required or requested to provide significant services, KBW will be entitled to additional compensation for such services, which additional compensation will not exceed $30,000. |
(v) | A non-refundable cash fee of $35,000 (the Services Fee) in connection with KBWs provision of services as conversion agent and data processing records management agent, pursuant to the Conversion Agent Engagement Letter. The Services Fee shall be payable as follows: (A) $10,000 was previously paid upon the signing of the Conversion Agent Engagement Letter, and (B) all remaining amounts shall be payable immediately upon the completion of the Offerings. The Services Fee may be increased by up to $10,000 if there are material changes in applicable regulations or the Plan, or there are delays requiring duplicate or replacement processing. |
(b) | To the extent required under applicable rules and regulations of the Financial Industry Regulatory Authority (FINRA), the payment of compensation by the FS Parties to KBW pursuant to this Section 4 is subject to FINRAs prior review and non-objection thereof. |
(c) | The FS Parties will reimburse KBW for its reasonable out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of temporary staff, travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. KBW will also be reimbursed for fees and expenses of its counsel not to exceed $115,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or |
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delays, and no re-solicitation in connection with the Offering. The FS Parties acknowledge and agree that, in the event unusual circumstances arise or a delay or re-solicitation occurs (including, but not limited to, a delay in the Offerings which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents), such expense caps may be increased by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of KBW and an additional $20,000 in the case of additional fees and expenses of KBWs legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of counsel, exceed $175,000. The provisions of this paragraph shall not apply to or in any way impair or limit the indemnification or contribution provisions contained herein. |
(d) | The FS Parties will also reimburse KBW for its reasonable out-of-pocket expenses incurred in connection with the services provided pursuant to the Conversion Agent Engagement Letter, regardless of whether the Offering is consummated, provided that such out-of-pocket expenses shall not exceed $10,000. Not later than two days before the closing of the Offering, KBW will provide the FS Parties with documentation of all reimbursable expenses of KBW to be paid at the Closing (as hereinafter defined). The provisions of this paragraph shall not apply to or in any way impair the indemnification, contribution or liability limitation provisions set forth in this Agreement. |
(e) | Full payment of Agents fees, as described above, shall be made in next day funds on the earlier of the Closing Date or the date of a determination by the FS Parties to terminate or abandon the Plan. |
Section 5. Closing. The closing for the sale of the Shares shall take place on the Closing Date at such location as mutually agreed upon by the Agent and the FS Parties (the Closing). At the Closing, the FS Parties shall deliver to the Agent in next day funds the commissions, fees and expenses due and owing to the Agent as set forth in Sections 4 and 10 hereof and the opinions and certificates required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the Shares as contemplated hereby and pursuant to the terms set forth in the Prospectus.
Section 6. Representations and Warranties of the FS Parties.
The FS Parties jointly and severally represent and warrant to the Agent that:
(a) | Each of the FS Parties has, or will have as of the Closing Date, all such power, authority, authorizations, approvals and orders as may be required for them to enter into this Agreement, and, as of the Closing Date, each of the FS Parties will have all such power, authority, authorizations, approvals and orders as may be required for them to carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by FSBI as provided herein and as described in the Prospectus. The consummation of the Conversion, the execution, delivery and performance of this Agreement and the Engagement Letter and the consummation of the transactions contemplated herein have been, or will be as of the Closing Date, duly and validly authorized by all necessary corporate action on the part of each of the FS Parties. This Agreement has been validly executed and delivered by each of the FS Parties, and is a valid, legal and binding obligation of each of the FS Parties, in each case enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, |
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receivership or other similar laws relating to or affecting the enforcement of creditors rights generally, or the rights of creditors of insured financial institutions and their holding companies, (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) the extent, if any, that the provisions of Sections 12 or 13 hereof may be unenforceable as against public policy. |
(b) | The Registration Statement was declared effective by the Commission on November __, 2022. No stop order has been issued with respect to the Registration Statement. No proceedings related to the Registration Statement have been initiated or, to the knowledge of the FS Parties, threatened by the Commission. At the time the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), became effective, the Registration Statement complied as to form in all material respects with the 1933 Act and the 1933 Act Regulations, and the Registration Statement and the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. At the time any Rule 424(b) or (c) Prospectus is filed with the Commission and at the Closing Date, the Registration Statement, including the Prospectus (including any amendment or supplement thereto) and, when taken together with the Prospectus, any Blue Sky Application or Sales Information (as such terms are defined in Section 12 hereof) authorized by any of the FS Parties for use in connection with the Offering, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 6(b) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the FS Parties by the Agent expressly regarding the Agent or its counsel for use in the Prospectus under the caption The Conversion and OfferingPlan of Distribution; Selling Agent and Underwriter Compensation or in any Sales Information. |
(c) | Any statistical and market related data contained in any Permitted Free Writing Prospectus (as hereinafter defined), the Prospectus and the Registration Statement are based on or derived from sources which the FS Parties believe were reliable and accurate at the time they were filed with the SEC. No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act) contained in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. |
(d) | No FS Party has directly or indirectly distributed or otherwise used, and will not, without the prior consent of the Agent (which consent shall not be unreasonably withheld, conditioned or delayed), directly or indirectly distribute or otherwise use, any prospectus, any free writing prospectus (as defined in Rule 405 of the 1933 Act Regulations) or other offering material (including, without limitation, content on any FS Partys website that may be deemed to be a prospectus, free writing prospectus or other offering material) in connection with the Offering and the sale of the Shares. |
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(e) | At the time of filing the Registration Statement and at the date hereof, FSBI was not, and is not, an ineligible issuer, as defined in Rule 405. At the time of the filing of the Registration Statement and at the time of the use of any issuer free writing prospectus, as defined in Rule 433(h), FSBI met the conditions required by Rules 164 and 433 for the use of a free writing prospectus. If required to be filed, FSBI has filed any issuer free writing prospectus related to the offered Shares at the time it is required to be filed under Rule 433 and, if not required to be filed, will retain such free writing prospectus in FSBIs records pursuant to Rule 433(g) and if any issuer free writing prospectus is used after the date hereof in connection with the offering of the Shares FSBI will file or retain such free writing prospectus as required by Rule 433. |
(f) | The Conversion Application, including the Plan, the Prospectus, the proxy statement for the solicitation of proxies from the Voting Member (as defined in the Plan) for the special meeting to approve the Plan (the Members Proxy Statement) and the proxy statement/prospectus for the solicitation of proxies from stockholders of the Company for the special meeting at which stockholders will vote on a proposal to approve the Plan (the Stockholders Proxy Statement and together with the Members Proxy Statement, the Proxy Statements), was approved by the Federal Reserve on _________ __, 2022, and no approval or authorization of any other regulatory or supervisory or other public authority is required in connection with the distribution of the Members Proxy Statement and Stockholders Proxy Statement. At the time of its use, the Members Proxy Statement and any other proxy solicitation or informational materials will comply as to form in all material respects with the applicable provisions of the Conversion Regulations except to the extent waived or otherwise approved by the Federal Reserve or any other applicable regulator. No order has been issued by the Federal Reserve and any other applicable regulators preventing or suspending the use of the Prospectus, the Members Proxy Statement or the Stockholders Proxy Statement and no action by or before the Federal Reserve or any other applicable regulator to revoke any approval, authorization or order of effectiveness related to the Offering is pending or, to the knowledge of the FS Parties, threatened. At the time of the approval of the Conversion Application, including the Plan, the Prospectus, the Members Proxy Statement and the Stockholders Proxy Statement (including any amendments or supplements thereto), by the Federal Reserve or any other applicable regulator and at all times subsequent thereto until the Closing Date, the Conversion Application, including the Plan, the Prospectus, the Members Proxy Statement and the Stockholders Proxy Statement (including any amendments or supplements thereto), will comply as to form in all material respects with the Conversion Regulations, except to the extent waived or otherwise approved by the Federal Reserve or any other applicable regulator. The Conversion Application, including the Plan, the Prospectus, the Members Proxy Statement and the Stockholders Proxy Statement (including any amendments or supplements thereto), does not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 6(f) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to FSBI by the Agent or its counsel expressly regarding the Agent for use in the Prospectus contained in the Conversion Application under the caption The Conversion and Stock Offering Plan of Distribution; Selling Agent and Underwriter Compensation. |
(g) | The Holding Company Application complies as to form in all material respects with the requirements of the Federal Reserve and has been approved by the Federal Reserve on , 2022. A copy of the Conversion Application and the Holding Company Application have been delivered to the Agent and its counsel. |
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(h) | No order has been issued by the Federal Reserve, the Commission or any state securities administrator preventing or suspending the use of the Prospectus or any supplemental sales literature authorized by the FS Parties for use in connection with the Offering, and no action by or before any such government entity to revoke any approval, authorization or order of effectiveness related to the Conversion is pending or, to the knowledge of the FS Parties, threatened. |
(i) | Pursuant to the Conversion Regulations, the Plan has been, or prior to the Closing Date will be, approved by the Board of Directors of each of the FS Parties, and is subject to approval by the members of the MHC and the stockholders of the Company; at the Closing Date, the offer and sale of the Shares will have been conducted in all material respects in accordance with the Plan, the Conversion Regulations, and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Conversion imposed upon the FS Parties by the Federal Reserve, the Commission or any other regulatory authority, other than those which the regulatory authority permits to be completed after the Conversion, and in the manner described in the Prospectus. To the knowledge of the FS Parties, no person has sought to obtain review of the final action of the Federal Reserve in approving the Conversion Application or the Holding Company Application pursuant to the HOLA and the applicable regulations of the Federal Reserve. |
(j) | Feldman Financial Advisors, Inc., which prepared an independent valuation of the Common Stock of FSBI as of August 26, 2022 (as amended or supplemented, if so amended or supplemented) (the Appraisal), has advised the FS Parties in writing that it is independent with respect to each of the FS Parties within the meaning of the Conversion Regulations, and the FS Parties believe Feldman Financial Advisors, Inc.. to be expert in preparing appraisals of savings institutions and the FS Parties believe that the Appraisal was prepared in accordance with the requirements of the Conversion Regulations. |
(k) | Baker Newman Noyes LLC, which certified the audited consolidated financial statements filed as part of the Registration Statement and the Conversion Application, has advised the FS Parties that it is an independent certified public accountant within the meaning of the Code of Ethics of the American Institute of Certified Public Accountants, and Baker Newman Noyes LLC is, with respect to the FS Parties and each subsidiary thereof, an independent registered public accountant as required by the 1933 Act and the 1933 Act Regulations. |
(l) | The consolidated financial statements, schedules and notes related thereto that are included in the Prospectus fairly present in all material respects the financial condition, results of operations, equity and cash flows of the Company and its subsidiaries at the respective dates indicated and for the respective periods covered thereby and comply as to form in all material respects with the applicable accounting requirements of Title 12 of the Code of Federal Regulations, Regulation S-X of the SEC and generally accepted accounting principles (GAAP) (including those requiring the recording of certain assets at their current market value). Such financial statements, schedules and notes related thereto have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as noted in the Notes to the financial statements), present fairly in all material respects the information required to be stated therein and are consistent with the most recent financial statements and other reports filed with the Office of the Comptroller of the Currency (the OCC), and any other applicable regulatory authority, |
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except that accounting principles employed in such regulatory filings conform to the requirements of such authorities and not necessarily to GAAP. The other financial, statistical and pro forma information and related notes included in the Prospectus present fairly the information shown therein on a basis consistent with the audited and unaudited consolidated financial statements of the Company included in the Prospectus, and as to the pro forma adjustments, the adjustments made therein have been consistently applied on the basis described therein. |
(m) | Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein: (i) there has not been any material adverse change in the financial condition, results of operations, capital, assets, properties, business affairs or prospects of the FS Parties, taken as a whole, whether or not arising in the ordinary course of business; (ii) there has not been any material increase in the long-term debt of the FS Parties or in the principal amount of the Banks assets that are classified by the Bank as substandard, doubtful or loss or in loans past due 90 days or more or real estate acquired by foreclosure, by deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material decrease in equity capital or total assets of the Bank, nor have the FS Parties issued any securities (other than in connection with the incorporation of the Company) or incurred any liability or obligation for borrowing other than in the ordinary course of business; (iii) there have not been any material transactions entered into by the FS Parties that have not been disclosed in the Prospectus; (iv) there has not been any material adverse change in the aggregate dollar amount of the Banks deposits or its consolidated net worth; (v) there has been no material adverse change in the FS Parties relationship with their insurance carriers, including, without limitation, cancellation or other termination of the FS Parties fidelity bond or any other type of insurance coverage; (vi) there has been no material change in executive management of any of the FS Parties; (vii) none of the FS Parties has sustained any material loss or interference with its respective business or properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered by insurance; (viii) none of the FS Parties is in default in the payment of principal or interest on any outstanding debt obligations; (ix) the capitalization, liabilities, assets, properties and business of the FS Parties conform in all material respects to the descriptions thereof contained in the Prospectus; (x) none of the FS Parties has any material contingent or other liabilities, except as set forth in the Prospectus; and (xi) there has been no dividend or distribution of any kind declared, paid or made by the FS Parties. |
(n) | FSBI is a stock corporation duly organized and validly existing under the laws of the State of Maryland, with corporate power and authority to own its properties and to conduct its business, as described in the Prospectus, and, at the Closing Date, will be qualified to transact business and will be in good standing in New Hampshire and in each jurisdiction in which the conduct of business requires such qualification, unless the failure to qualify in one or more of such jurisdictions would not have a material adverse effect on the conduct of the business, financial condition, results of operations, capital, properties, business affairs or prospects of the FS Parties, taken as a whole (a Material Adverse Effect). On the Closing Date, the FS Parties will have obtained all licenses, permits and other governmental authorizations then required for the conduct of their business, except those that individually or in the aggregate would not be reasonably expected to have a Material Adverse Effect; and as of the Closing Date, all such licenses, permits and governmental authorizations will be in full force and effect, and the FS Parties will be in compliance therewith in all material respects, and the FS Parties will be in compliance in all material respects with all laws, rules, regulations and orders applicable to the operation of its business. Except as disclosed in the audited financial statements included in the Prospectus, neither FSBI nor the Company owns equity securities or any equity interest in any other business enterprise except the Bank. |
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(o) | The FS Parties maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with managements general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with managements general or specific authorization, and (iv) the recorded accounts or assets are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. |
(p) | The books, records and accounts and systems of internal accounting control of the FS Parties comply in all material respects with the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934, as amended (the 1934 Act). The FS Parties maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the 1934 Act) that are effective in ensuring that the information they will be required to disclose in the reports filed or submitted under the 1934 Act is accumulated and communicated to the Companys management (including the chief executive officer and chief financial officer) in a timely manner and recorded, processed, summarized and reported within the periods specified in the SECs rules and forms under the 1934 Act. To the knowledge of the FS Parties, Baker Newman Noyes LLC and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the FS Parties ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the FS Parties internal accounting controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the FS Parties internal control over financial reporting. |
(q) | Each of the FS Parties carries, or is covered by, insurance in such amounts and covering such risks as are prudent and customary in the business in which they are engaged, and all policies of insurance insuring the FS Parties are in full force and effect. Each FS Party is in compliance with the terms of such insurance policies and instruments in all material respects and there are no claims by any of them under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. No FS Party has been refused any insurance coverage sought or applied for, nor has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business. |
(r) | The Bank is duly organized and is a validly existing federally-chartered savings bank in the stock form of organization and upon the Conversion will become a wholly owned subsidiary of FSBI, in both instances duly authorized to conduct its business and own its property as described in the Registration Statement and the Prospectus. The Bank has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business, except those that individually or in the aggregate would not be reasonably expected to have a Material Adverse Effect, all such licenses, permits |
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and governmental authorizations are in full force and effect, and the Bank is in compliance with all laws, rules, regulations and orders applicable to the operation of its business, except where failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Prospectus, the Bank does not own equity securities or any equity interest in any other active business enterprise except the Federal Home Loan Bank of Boston (the FHLB-Boston), or as would not be material to the operations of the Bank. The Bank is a qualified thrift lender within the meaning of 12 U.S.C. § 1467a (m). Upon completion of the Conversion, (i) all of the authorized and outstanding capital stock of the Bank will be duly authorized, validly issued, fully paid and non-assessable, and owned by FSBI free and clear of any mortgage, pledge, lien, encumbrance, claim or restriction of any kind and (ii) FSBI will have no direct subsidiaries other than the Bank. At the Closing Date, the Conversion will have been effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and, except with respect to the filing of certain post-sale, post-Conversion reports, and documents in compliance with the 1933 Act Regulations, the Conversion Regulations or letters or orders of approval, all terms, conditions, requirements and provisions with respect to the Conversion imposed by the Federal Reserve or any other governmental agency, if any, will have been complied with by the FS Parties in all material respects or appropriate waivers will have been obtained and all material notice and waiting periods will have been satisfied, waived or elapsed. |
(s) | Except as described in the Prospectus, there are no encumbrances or restrictions or requirements or material legal restrictions or requirements required to be described therein, on the ability of any FS Party (i) to pay dividends or make any other distributions on its capital stock or to pay any indebtedness owed to another party, (ii) to make any loans or advances to, or investments in, another party or (iii) to transfer any of its property or assets to another party. |
(t) | The Bank has properly administered all accounts for which it acts as a fiduciary, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation, except where the failure to do so would not be reasonably expected to have a Material Adverse Effect. Neither the Bank, nor any of its directors, officers or employees has committed any material breach of trust with respect to any such fiduciary account, and the accountings for each such fiduciary account are true and correct in all material respects and accurately reflect the assets of such fiduciary account in all material respects. |
(u) | The authorized capital stock of the Bank consists of shares of common stock, of $ par value per share (the Bank Common Stock), and shares of serial preferred stock (the Bank Preferred Stock), of which shares of Bank Common Stock and no shares of Bank Preferred Stock are issued and outstanding; no additional shares of Bank Common Stock will be issued upon completion of the Conversion. |
(v) | The Bank is a member of the FHLB-Boston. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (the FDIC) up to the maximum limits, and no proceedings for the termination or revocation of such insurance are pending or, to the knowledge of the FS Parties, threatened. |
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(w) | Upon consummation of the Conversion, the authorized, issued and outstanding capital stock of FSBI will be within the range set forth in the Prospectus under the caption Capitalization and no shares of Common Stock have been or will be issued and outstanding prior to the Closing Date (except for the shares issued upon incorporation of FSBI); the Shares have been duly and validly authorized for issuance and, when issued and delivered by FSBI pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and the Prospectus, will be duly and validly issued and fully paid and nonassessable and owned free and clear of any security interest, mortgage, pledge, lien, encumbrance or legal or equitable claim.Upon consummation of the Conversion, there will be no outstanding warrants or options to purchase any securities of FSBI. The issuance of the Shares is not subject to preemptive rights, except for the subscription rights granted pursuant to the Plan. The terms and provisions of the Shares will conform in all material respects to the description thereof contained in the Prospectus. Upon issuance of the Shares, good title to the Shares will be transferred from FSBI to the purchasers of Shares against payment therefor as set forth in the Plan and the Prospectus, subject to such claims as may be asserted against the purchasers thereof by third party claimants. |
(x) | None of the FS Parties is or at the Closing Date will be (i) in violation of their respective articles of incorporation, charters, bylaws, or other governing documents, as applicable or (ii) in default in the performance or observance of any obligation, agreement, covenant, or condition contained in any contract, lease, loan agreement, indenture or other instrument to which it is a party or by which it or any of its property may be bound, which would be reasonably expected to result in a Material Adverse Effect. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not: (i) violate or conflict with the articles, charter, bylaws or other governing documents of any of the FS Parties; (ii) conflict with, or constitute a breach of or default under, any material contract, lease or other instrument to which any of the FS Parties is a party or by which any of the properties of the FS Parties may be bound, or any applicable law, rule, regulation or order, except for such violations, conflicts, breaches or defaults that would not individually or in the aggregate result in a Material Adverse Effect; (iii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to the FS Parties, except for such violations which would not be reasonably expected to have a Material Adverse Effect; or (iv) result in the creation of any lien, charge or encumbrance upon any property of the FS Parties, except for such liens, charges or encumbrances that would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect. |
(y) | All documents made available to or delivered or to be made available to or delivered by the FS Parties or their representatives in connection with the issuance and sale of the Shares, including records of account holders, and depositors of the Bank, or in connection with the Agents exercise of due diligence, except for those documents which were prepared by parties other than the FS Parties or their representatives, to the knowledge of the FS Parties, were on the dates on which they were delivered, or will be on the dates on which they are to be delivered, true, complete and correct in all material respects. |
(z) | No default exists, and no event has occurred which with notice or lapse of time, or both, would constitute a default on the part of any of the FS Parties, in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement or any other instrument or agreement to which any of |
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the FS Parties is a party or by which any of their property is bound or affected in any respect which, in any such case, would be reasonably expected to have a Material Adverse Effect, and such agreements are in full force and effect; and no other party to any such agreement has instituted or, to the knowledge of any of the FS Parties, threatened any action or proceeding wherein any of the FS Parties is alleged to be in default thereunder under circumstances where such action or proceeding, if determined adversely to any of the FS Parties, would be reasonably expected to have a Material Adverse Effect. |
(aa) | The FS Parties have good and marketable title to all real property and good title to all other assets which are material to the businesses of the FS Parties, free and clear of all liens, charges, encumbrances, restrictions or other claims, except such as are described in the Prospectus, the pledging of assets to secure advances from the FHLB-Boston, or where the absence of good and marketable title, or good title, as the case may be, or the existence of such liens, charges, encumbrances, restrictions or other claims would not be reasonably expected to have a Material Adverse Effect; and all of the leases and subleases which are material to the businesses of the FS Parties, taken as a whole, including those described in the Registration Statement or Prospectus, are in full force and effect. |
(bb) | The FS Parties are not in violation of any directive from the Federal Reserve, OCC or any other agency, to make any material change in the method of conducting their respective businesses so as to comply in all material respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the Federal Reserve or the OCC); the FS Parties have conducted and are conducting their respective businesses so as to comply in all respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the Commission, Federal Reserve and the OCC), except where the failure to so comply would not be reasonably expected to have a Material Adverse Effect, and there is no charge, investigation, action, suit or proceeding before or by any court, regulatory authority or governmental agency or body pending or, to the knowledge of any of the FS Parties, threatened, which might materially and adversely affect the Conversion, the performance of this Agreement, or the consummation of the transactions contemplated in the Plan as described in the Registration Statement, or which might be reasonably expected to result in a Material Adverse Effect. |
(cc) | The FS Parties have received an opinion of their special counsel, Luse Gorman, PC, with respect to the federal income tax consequences of the Conversion and an opinion from Baker Newman Noyes LLC with respect to the New Hampshire income tax consequences of the Conversion; all material aspects of the opinions of Luse Gorman, PC and Baker Newman Noyes LLC are accurately summarized in the Registration Statement and Prospectus, and the facts upon which such opinions are based are truthful, accurate and complete, and none of the FS Parties will intentionally take any action inconsistent therewith. |
(dd) | The FS Parties have filed all required federal and state tax returns, paid all taxes that have become due and payable, except where permitted to be extended or where the failure to pay such taxes would not be reasonably expected to have a Material Adverse Effect, and made adequate reserves for similar future tax liabilities to the extent required by GAAP, and no deficiency has been asserted with respect thereto by any taxing authority. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement by the FS Parties or with the issuance or sale by FSBI of the Shares. |
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(ee) | No approval, authorization, consent or other order of any regulatory or supervisory or other public authority is required by the FS Parties for the execution and delivery by the FS Parties of this Agreement, or the issuance of the Shares, except for the approvals of the Federal Reserve, the OCC, the FDIC and the Commission, such approvals as may be required under the rules of FINRA or the NASDAQ Stock Market (the NASDAQ), and any necessary qualification, notification, or registration or exemption under the securities or blue sky laws of the various states in which the Shares are to be offered. |
(ff) | None of the FS Parties has: (i) issued any securities within the last 18 months except for (a) notes to evidence Bank loans or other liabilities in the ordinary course of business or as described in the Prospectus, and (b) shares of Common Stock issued with respect to the initial capitalization of the Company; (ii) had any dealings with respect to sales of securities within the 12 months prior to the date hereof with any member of FINRA, or any person related to or associated with such member, other than discussions and meetings relating to the Offering and purchases and sales of U.S. government and agency and other securities in the ordinary course of business; or (iii) engaged any intermediary between the Agent and the FS Parties in connection with the Offering or the offering of shares of the Common Stock of FSBI, and no person is being compensated in any manner for such services. Appropriate arrangements have been made for placing the funds received from subscriptions for Shares in a special interest-bearing account with the Bank until all Shares are sold and paid for, with provision for refund to the purchasers in the event that the Conversion is not completed for whatever reason or for delivery to FSBI if all Shares are sold. |
(gg) | To the knowledge of the FS Parties, the FS Parties have not made any payment of funds of the FS Parties as a loan to any person for the purchase of Shares, except for FSBIs loan to the employee stock ownership plan, the proceeds of which may be used to purchase Shares, or has made any other payment or loan of funds prohibited by law, and no funds have been set aside to be used for any payment prohibited by law. |
(hh) | The FS Parties are in compliance in all material respects with the applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder. The Bank has established compliance programs and is in compliance in all material respects with the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Interrupt and Obstruct Terrorism Act of 2001 (the USA PATRIOT Act) and all applicable regulations promulgated thereunder, and, except as disclosed in the Prospectus, there is no charge, investigation, action, suit or proceedings before any governmental authority pending or, to the knowledge of the Bank, threatened regarding the Banks compliance with the USA PATRIOT Act or any regulations promulgated hereunder. |
(ii) | All Sales Information (as defined in Section 12(a)) used by the Company in connection with the Offering that is required by the Federal Reserve, OCC or the Commission to be filed has been filed with the Federal Reserve, OCC, or the Commission, as applicable. |
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(jj) | None of the FS Parties nor any properties owned or operated by any of them, is in violation of or liable under any Environmental Law (as defined below), except for such violations or liabilities that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect. There are no actions, suits or proceedings, or demands, claims, notices or investigations (including, without limitation, notices, demand letters or requests for information from any environmental agency) instituted or pending or, to the knowledge of any of the FS Parties, threatened relating to the liability of any property owned or operated by any of the FS Parties under any Environmental Law, except for such actions, suits or proceedings, or demands, claims, notices or investigations that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect. For purposes of this subsection, the term Environmental Law means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any regulatory authority relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive, whether by type or by quantity, including any material containing any such substance as a component. |
(kk) | The FS Parties own, or have valid, binding, enforceable and sufficient licenses or other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their business in the manner in which it is being conducted and in the manner in which it is contemplated as set forth in the Prospectus (collectively, the FS Parties Intellectual Property). The FS Parties Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the FS Parties is unenforceable or invalid. To the FS Parties knowledge, no FS Party has infringed or otherwise violated any intellectual property rights of any third person nor is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with any of the FS Parties Intellectual Property. No person has asserted in writing, or to the FS Parties knowledge, threatened to assert any claim against, or notified, the FS Parties that (i) the FS Parties have infringed or otherwise violated any intellectual property rights of any third person, (ii) the FS Parties are in breach or default of any contract under which any of the FS Parties Intellectual Property is provided, (iii) such person will terminate a contract described in clause (ii) or adversely alter the scope of the rights provided thereunder or (iv) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any of the FS Parties Intellectual Property. To the knowledge of each FS Party, no third party is infringing or otherwise violating any of the FS Parties Intellectual Property. |
(ll) | The FS Parties have not relied upon Agent or its counsel for any legal, tax or accounting advice in connection with the Conversion. |
(mm) | The records used by the FS Parties to determine the identity of Eligible Account Holders and Supplemental Eligible Account Holders and Other Members are accurate and complete in all material respects. |
(nn) | None of the FS Parties is required to be registered as an investment company under the Investment Company Act of 1940. |
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(oo) | Any certificates signed by an officer of any of the FS Parties and delivered to the Agent or its counsel that refer to this Agreement shall be deemed to be a representation and warranty by the FS Parties to the Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein. |
(pp) | No FS Party maintains any pension plan, as defined in the Employee Retirement Income Security Act of 1974, as amended (ERISA), except as may be disclosed in the Registration Statement and the Prospectus. In addition, (i) the employee benefit plans, including any pension plans and employee welfare benefit plans, of the FS Parties (the Employee Plans) have been operated in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the Code), all regulations, rulings and announcements promulgated or issued thereunder and all other applicable laws and governmental regulations, (ii) no reportable event under Section 4043(c) of ERISA has occurred with respect to any Employee Plan of the FS Parties for which the reporting requirements have not been waived by the Pension Benefit Guaranty Corporation, (iii) no prohibited transaction under Section 406 of ERISA, for which an exemption does not apply, has occurred with respect to any Employee Plan of the FS Parties and (iv) all Employee Plans of the FS Parties that are group health plans have been operated in compliance with the group health plan continuation coverage requirements of Section 4980B of the Code, except to the extent such noncompliance, reportable event or prohibited transaction would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. There are no pending or, to the knowledge of the FS Parties, threatened, claims by or on behalf of any Employee Plan of the FS Parties, by any employee or beneficiary covered under any such Employee Plan or by any governmental authority, or otherwise involving such Employee Plans or any of their respective fiduciaries (other than for routine claims for benefits). |
(qq) | No FS Party, or, to the their knowledge, any director, officer, agent, employee or affiliate of any FS Party, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (OFAC); and FSBI will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. |
(rr) | To the extent applicable, all disclosures contained in the Registration Statement and the Prospectus, including the documents incorporated by reference therein, regarding non-GAAP financial measures (as such term is defined by the 1933 Act) comply in all material respects with Regulation G of the 1934 Act and Item 10 of Regulation S-K under the 1933 Act. |
(ss) | As of the date hereof and as of the Closing Date, except as may be described in the Prospectus, no FS Party is subject to, or has received any notice that any of them may become subject or party to any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or has adopted any board resolutions at the request of, any regulatory authority that currently relates to or restricts in any material respect the conduct of their business or that in any manner relates to their capital adequacy, credit policies or management (each, a Regulatory Agreement), nor has any FS Party been |
16
advised by any regulatory authority that such regulatory authority is considering issuing or requesting any such Regulatory Agreement; provided, however, that notwithstanding anything to the contrary contained in this subsection (ss), the term Regulatory Agreement does not include any confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. § 261.2(c) and as identified in 12 C.F.R. § 309.5(g)(8)) of a regulatory authority the disclosure of which would be prohibited by such regulatory authority. |
(tt) | No FS Party nor any Affiliate or person acting on their behalf has taken, nor will take, directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result in any unlawful stabilization or manipulation of the price of any security of the Company or FSBI. |
(uu) | No relationship, direct or indirect, exists between or among any FS Party, on the one hand, and the directors, officers, stockholders, customers or suppliers of such FS Party, on the other, that is required by the 1933 Act to be described in the Registration Statement or Prospectus and that is not so described. |
(vv) | Except as described in the Prospectus, there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), or any other relationships with unconsolidated entities or other persons, that may have a material current or future effect on the FS Parties consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. |
(ww) | The FS Parties are in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) applicable to them and will comply with those provisions of the Sarbanes-Oxley Act that will become effective in the future upon their effectiveness. |
(xx) | All of the loans represented as assets of the FS Parties in the Registration Statement or Prospectus meet or are exempt from all requirements of federal, state and local law pertaining to lending, including, without limitation, truth in lending (including the requirements of Regulation Z and 12 C.F.R. Part 226), real estate settlement procedures, consumer credit protection, equal credit opportunity and all disclosure laws applicable to such loans, except for violations which, if asserted, would not be reasonably expected to have a Material Adverse Effect. |
(yy) | To the FS Parties knowledge, there are no affiliations or associations between the Agent and any of the FS Parties officers or directors. |
(zz) | The Company has taken all actions necessary to obtain at the Closing Date a blue sky memorandum from Luse Gorman, PC. |
Section 7. Representations and Warranties Of The Agent. The Agent represents and warrants to the Company that:
(a) | The Agent is a corporation validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the FS Parties hereunder. |
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(b) | The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors rights generally, or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). |
(c) | Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by FSBI in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. |
(d) | The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the Certificate of Incorporation or Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. |
(e) | No approval of any regulatory or supervisory or other public authority is required in connection with the Agents execution and delivery of this Agreement, except as may have been received. |
(f) | No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending or, to the knowledge of Agent, threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. |
Section 8. Covenants of the FS Parties.
The FS Parties hereby jointly and severally covenant with the Agent as follows:
(a) | FSBI will not, at any time after the date the Registration Statement is initially filed, file any amendment or supplement to the Registration Statement without providing the Agent and its counsel a reasonable opportunity to review and comment on such amendment or supplement. FSBI will furnish promptly to the Agent and its counsel copies of all correspondence from the Commission with respect to the Registration Statement and FSBIs responses thereto. |
(b) | FSBI represents and agrees that it has not made and, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld, conditioned or delayed), will not make any offer relating to the Shares that would constitute an issuer free writing prospectus, as defined in Rule 433 under the 1933 Act, or that would |
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otherwise constitute a free writing prospectus, as defined in Rule 405 under the 1933 Act, required to be filed with the SEC. Any such free writing prospectus consented to by FSBI and the Agent is hereinafter referred to as a Permitted Free Writing Prospectus. FSBI represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the SEC where required, legending and record keeping. FSBI represents that it has satisfied the conditions in Rule 433 to avoid a requirement to file with the SEC any electronic road show. |
(c) | If at any time following issuance of a Permitted Free Writing Prospectus there occurred or occurs an event or development as a result of which such Permitted Free Writing Prospectus conflicted or would conflict in any material respect with the information contained in the Registration Statement or Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, FSBI will promptly notify the Agent that any use of such Permitted Free Writing Prospectus may cease until it is amended or supplemented, and FSBI will promptly amend or supplement such Permitted Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. |
(d) | The FS Parties will not, at any time after the date the Conversion Application and the Holding Company Application are approved, file any amendment or supplement to either application without providing the Agent and its counsel a reasonable opportunity to review and comment on the non-confidential portions of such amendment or supplement. The FS Parties will furnish promptly to the Agent and its counsel copies of all correspondence from the Federal Reserve or any other regulator with respect to the Applications and the FS Parties responses thereto. |
(e) | The FS Parties will use their best efforts to cause the Federal Reserve to approve FSBIs acquisition of the Bank, and will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared effective by the Commission and any post-approval amendment to the Conversion Application to be approved by the Federal Reserve, as applicable, and will promptly upon receipt of any information concerning the events listed below notify the Agent (i) when the Registration Statement has become effective; (ii) when the Conversion Application has been approved by the Federal Reserve; (iii) when the Holding Company Application has been approved by the Federal Reserve; (iv) of the receipt of any comments from the Federal Reserve or any other governmental entity with respect to the Conversion or the transactions contemplated by this Agreement; (v) of any request by the Commission, the Federal Reserve, or any other governmental entity for any amendment or supplement to the Registration Statement or the Applications or for additional information; (vi) of the issuance by the Commission or the Federal Reserve, or any other governmental agency of any order or other action suspending the Offering or the use of the Registration Statement or the Prospectus or any other filing of the FS Parties under the Conversion Regulations or other applicable law, or the threat of any such action; or (vii) of the issuance by the Commission or the Federal Reserve, or any other state authority of any stop order suspending the effectiveness of the Registration Statement or of the initiation or threat of initiation or threat of any proceedings for that purpose. The FS Parties will make every reasonable effort to prevent the issuance by the Commission, the Federal Reserve, or any other state authority of any order referred to in (vi) and (vii) above and, if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time. |
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(f) | FSBI will make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the effective date of the Registration Statement (as defined in Rule 158(c) under the 1933 Act), an earnings statement of FSBI and its subsidiaries (which need not be audited) complying with Section 11(a) of the 1933 Act and the 1933 Act Regulations. |
(g) | The FS Parties will deliver to the Agent and to its counsel two conformed copies of the Registration Statement, as originally filed and each amendment thereto. Further, the FS Parties will deliver such additional copies of the Registration Statement to counsel to the Agent as may be required for any FINRA filings. The filing of the Registration Statement on the Commissions EDGAR system shall constitute delivery for this purpose. |
(h) | The FS Parties will furnish to the Agent, from time to time during the period when the Prospectus (or any later prospectus related to this offering) is required to be delivered under the 1933 Act or the 1933 Act Regulations, such number of copies of such Prospectus (as amended or supplemented) as the Agent may reasonably request for the purposes contemplated by the 1933 Act and the 1933 Act Regulations. FSBI authorizes the Agent to use the Prospectus (as amended or supplemented, if amended or supplemented) in any lawful manner contemplated by the Plan in connection with the sale of the Shares by the Agent. |
(i) | The FS Parties will comply in all material respects with any and all terms, conditions, requirements and provisions with respect to the Conversion and the transactions contemplated thereby, imposed by the Commission, by applicable state law and regulations, and by the 1933 Act, the 1934 Act, the 1933 Act Regulations and the rules and regulations of the Commission under the 1934 Act (the 1934 Act Regulations), to be complied with prior to the Closing Date; and when the Prospectus is required to be delivered, the FS Parties will comply in all material respects, at their own expense, with all requirements imposed upon them by the Federal Reserve, the Conversion Regulations (except as modified or waived in writing by the Federal Reserve), the Commission, by applicable state law and regulations and by the 1933 Act, the 1934 Act, the 1933 Act Regulations and the 1934 Act Regulations, in each case as from time to time in force, so far as is necessary to permit the continuance of sales or dealing in shares of Common Stock during such period in accordance with the provisions hereof and the Prospectus. |
(j) | FSBI will file the Prospectus pursuant to Rule 424(b) under the 1933 Act not later than the SECs close of business on the second business day following the date such Prospectus is first used. |
(k) | During any period when the Prospectus is required to be delivered, each of the FS Parties will inform the Agent of any event or circumstance of which it is or becomes aware as a result of which the Registration Statement and/or Prospectus, as then supplemented or amended, would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading. If it is necessary, in the reasonable opinion of counsel for the FS Parties, to amend or supplement the Registration Statement or the Prospectus in order to correct such untrue statement of a material fact or to make the statements therein not misleading in light of the circumstances existing at the time of their use, the FS Parties will, at their expense, prepare, file with the Commission and the Federal Reserve, and furnish to the Agent, a |
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reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Registration Statement and the Prospectus (after a reasonable time for review by counsel for the Agent) which will amend or supplement the Registration Statement and/or the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time, not misleading. For the purpose of this subsection, each of the FS Parties will furnish such information with respect to itself as the Agent may from time to time reasonably request. |
(l) | Pursuant to the terms of the Plan, FSBI will endeavor in good faith, in cooperation with the Agent, to register or to qualify the Shares for offering and sale or to exempt such Shares from registration and to exempt FSBI and its officers, directors and employees from registration as broker-dealers, under the applicable securities laws of the jurisdictions in which the Offering will be conducted; provided, however, that FSBI shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation to do business in any jurisdiction in which it is not so qualified, or to register its directors or officers as brokers, dealers, salespersons or agents in any jurisdiction. In each jurisdiction where any of the Shares shall have been registered or qualified as above provided, FSBI will make and file such statements and reports as are required by the applicable regulatory authority in connection with such registration or qualification. |
(m) | The FS Parties will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the date hereof, any shares of their capital stock or securities convertible into or exercisable for shares of their capital stock, without the Agents prior written consent other than the Shares or in connection with any plan or arrangement described in the Prospectus, including existing stock benefit plans. |
(n) | The FS Parties will use the net proceeds from the sale of the Common Stock in the manner set forth in the Prospectus under the caption How We Intend to Use the Proceeds from the Offering. |
(o) | The FS Parties will distribute the Prospectus or other offering materials in connection with the offering and sale of the Common Stock only in accordance with the Conversion Regulations, the 1933 Act and the 1933 Act Regulations, and the laws of any state in which the Shares are qualified for sale. |
(p) | On or prior to the Closing Date, FSBI shall register its Common Stock under Section 12(b) or 12(g) of the 1934 Act. FSBI shall maintain the effectiveness of such registration for not less than three years or such shorter period as may be required by applicable law. |
(q) | During the period during which Shares are registered under the 1934 Act, FSBI will furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report of FSBI (including a consolidated balance sheet and statements of consolidated income, stockholders equity and cash flows of FSBI and its subsidiaries as at the end of and for such year, certified by independent public accountants in accordance with Regulation S-X under the 1933 Act and the 1934 Act). During the period of three years from the date hereof, FSBI will furnish to the Agent unless available on the Commissions EDGAR system: (i) as soon as practicable after such information is publicly available, a copy of each report of FSBI furnished to or filed with the Commission under the 1934 Act or any national securities exchange or system on which any class of securities of FSBI is listed or quoted (including, but not limited to, reports on |
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Forms 10-K, 10-Q and 8-K and all proxy statements and annual reports to stockholders), (ii) a copy of each other non-confidential report of FSBI mailed to its stockholders or filed with the Commission, the Federal Reserve or any other supervisory or regulatory authority or any national securities exchange or system on which any class of securities of FSBI is listed or quoted, each press release, and material news items and additional documents and information with respect to FSBI, the Bank as the Agent may reasonably request; and (iii) from time to time, such other non-confidential information concerning the FS Parties as the Agent may reasonably request. |
(r) | The FS Parties will maintain appropriate arrangements for depositing with the Bank all funds received from persons mailing subscriptions for or orders to purchase Shares in the Offering, on an interest bearing basis at the rate described in the Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of FSBIs obligation to refund payments received from persons subscribing for or ordering Shares in the Offering, in accordance with the Plan as described in the Prospectus, or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Prospectus. The FS Parties will maintain such records of all funds received to permit the funds of each subscriber to be separately insured by the FDIC (to the maximum extent allowable) and to enable the FS Parties to make the appropriate refunds of such funds in the event that such refunds are required to be made in accordance with the Plan and as described in the Prospectus. |
(s) | FSBI will register as a savings and loan holding company under the HOLA. |
(t) | The FS Parties will take such actions and furnish such information as are reasonably requested by the Agent in order for the Agent to ensure compliance with Rule 5130 of FINRA. |
(u) | Until the Closing Date, the FS Parties will conduct their businesses in compliance in all material respects with all applicable federal and state laws, rules, regulations, decisions, directives and orders, including all decisions, directives and orders of the Commission, the Federal Reserve, and the OCC. |
(v) | The FS Parties shall comply with any and all terms, conditions, requirements and provisions with respect to the Conversion and the transactions contemplated thereby imposed by the Federal Reserve, OCC, the Conversion Regulations, the Commission, the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations to be complied with subsequent to the Closing Date. FSBI will comply with all provisions of all undertakings contained in the Registration Statement. |
(w) | The FS Parties will not amend the Plan without notifying the Agent prior thereto. |
(x) | The FS Parties will take all actions necessary to ensure that, immediately upon completion of the sale by FSBI of the Shares and the completion of certain transactions necessary to implement the Plan, all terms, conditions, requirements and provisions with respect to the Conversion (except those that are conditions subsequent) imposed on the FS Parties by the OCC, the Federal Reserve, the SEC, or any other governmental authority, if any, shall have been complied with by the FS Parties in all material respects or appropriate waivers shall have been obtained and all notice and waiting periods shall have been satisfied, waived or elapsed. |
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(y) | FSBI shall provide the Agent with any information necessary to allow the Agent to manage the allocation process in order to permit FSBI to carry out the allocation of the Shares in the event of an oversubscription, and such information shall be accurate and reliable in all material respects. |
(z) | Prior to the Closing Date, the FS Parties will inform the Agent of any event or circumstances of which it is aware as a result of which the Registration Statement and/or Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading. |
(aa) | FSBI will not deliver the Shares until the FS Parties have satisfied or caused to be satisfied each condition set forth in Section 11 hereof, unless such condition is waived in writing by the Agent. |
(bb) | Prior to the Closing Date, the Plan shall have been approved by the members of the MHC and the stockholders of the Company, in accordance with the Plan and the Conversion Regulations and the applicable provisions, if any, of the charter and bylaws or other governing documents of the MHC and the Company, as applicable. |
(cc) | Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise may be indicated or contemplated therein or set forth in an amendment or supplement thereto, none of the FS Parties will: (i) issue any securities or incur any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources disclosed in the Prospectus in the ordinary course of its business, or (ii) enter into any transaction which is material in light of the business and properties of the FS Parties, taken as a whole. |
(dd) | The facts and representations provided to Luse Gorman, PC by the FS Parties and upon which Luse Gorman, PC will base its opinion under Section 11(c)(1) of this Agreement are and will be truthful, accurate and complete. |
(ee) | The FS Parties will not distribute any offering material in connection with the Offering except for the Prospectus and the Sales Information (as defined in Section 12 hereof) that has been filed with the Registration Statement and the Conversion Application. The Sales Information will not conflict in any material respect with the information contained in the Prospectus. |
(ff) | FSBI will report the use of proceeds of the Offering in accordance with Rule 463 of the 1933 Act Regulations. |
(gg) | Until the completion of all actions required in connection with the Conversion and this Agreement, the FS Parties will comply, and use its best efforts to cause its directors and officers, in their capacities as such, to comply, in all material respects, with all effective applicable provisions of federal and state securities laws and the rules and regulations thereunder. |
(hh) | The FS Parties shall notify the Agent when funds shall have been received from the minimum number of Shares set forth in the Prospectus. |
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Section 9. Covenants Of The Agent. The Agent hereby covenants with the FS Parties as follows:
(a) | During the Offering, the Agent shall comply, in all material respects, with all requirements imposed upon it by the Federal Reserve and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations with respect to the Offering. |
(b) | The Agent shall distribute the Prospectus in connection with the sales of the Common Stock in accordance with the Conversion Regulations, the 1933 Act and the 1933 Act Regulations. |
Section 10. Payment of Expenses. Whether or not the Conversion is completed or the sale and issuance of the Shares by FSBI is consummated, the FS Parties will pay for all their expenses incident to the performance of this Agreement customarily borne by issuers, including without limitation: (a) the preparation and filing of the Conversion Application and the Holding Company Application; (b) the preparation, printing, filing, delivery and mailing of the Registration Statement, including the Prospectus, and all documents related to the Offering and proxy solicitation; (c) all filing fees and expenses in connection with the qualification or registration of the Shares for offer and sale by the Company under the securities or blue sky laws, including without limitation filing fees, reasonable legal fees and disbursements of counsel in connection therewith, and in connection with the preparation of a blue sky law survey; (d) the filing fees of FINRA related to the Agents fairness filing under FINRA Rule 5310; (e) fees and expenses related to the preparation of the Appraisal; (f) fees and expenses related to auditing and accounting services; (g) expenses relating to advertising, temporary personnel, investor meetings and stock information center; (h) transfer agent fees and costs of preparation and distribution of stock certificates; and (i) any fees or expenses associated with listing on the NASDAQ. In the event that the Agent incurs any expenses on behalf of the FS Parties, the FS Parties will pay or reimburse the Agent for such expenses regardless of whether the Conversion is successfully completed, and such reimbursements will not be included in the expense limitations set forth above.
Section 11. Conditions to the Agents Obligations. The obligations of the Agent hereunder are subject, to the extent not waived in writing by the Agent, to the condition that all representations and warranties of the FS Parties herein contained are, at and as of the commencement of the Offering and (except to the extent such representations and warranties speak as of an earlier date) at and as of the Closing Date, true and correct in all material respects (except to the extent such representations or warranties are qualified as to materiality, in which case they shall be true and correct in all respects), the condition that the FS Parties shall have performed, in all material respects, all of their obligations hereunder to be performed on or before such dates and to the following further conditions:
(a) | At the Closing Date, the FS Parties shall have conducted the Conversion in all material respects in accordance with the Plan, the Conversion Regulations and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Conversion imposed upon them by the Federal Reserve and the Commission or any other government authority. |
(b) | The Registration Statement shall have been declared effective by the Commission and the Conversion Application and Holding Company Application shall have been approved by the Federal Reserve and, at the Closing Date, no stop order or other action suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the knowledge of the FS Parties, threatened by the Commission or any state authority and no order or other action suspending the |
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authorization for use of the Prospectus or the consummation of the Conversion shall have been issued, or proceedings therefor initiated or, to the knowledge of the FS Parties, threatened by the Federal Reserve, the Commission, or any other governmental authority. The Shares shall have been registered for offering and sale or exempted therefrom under the securities or blue sky laws of the jurisdictions as the Agent shall have reasonably requested and as agreed to by the Company. |
(c) | At the Closing Date, the Agent shall have received: |
(1) | The opinion, dated as of the Closing Date, of Luse Gorman, PC, in form and substance satisfactory to the Agent and counsel for the Agent, to the effect as attached hereto as Exhibit A; and |
(2) | In addition, such counsel shall state in a separate letter that during the preparation of the Registration Statement, the Prospectus, the Conversion Application, and the Holding Company Application, they participated in conferences with certain officers of, the independent registered public accountants for, and other representatives of, the FS Parties, at which conferences the contents of the Registration Statement, the Prospectus, the Conversion Application, the Holding Company Application, the Proxy Statements and related matters were discussed and, while such counsel have not confirmed the accuracy or completeness of or otherwise verified the factual information contained in the Registration Statement, the Prospectus, the Conversion Application, the Holding Company Application and the Proxy Statements, and do not assume any responsibility for such information, based upon such conferences and a review of documents deemed relevant for the purpose of rendering their opinion (relying as to materiality as to factual matters on certificates of officers and other factual representations by the FS Parties), nothing has come to their attention that would lead them to believe that the Registration Statement, the Prospectus, Conversion Applications, the Holding Company Application or the Proxy Statements, or any amendment or supplement thereto (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data included therein as to which no view need be rendered) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. |
(d) | Concurrently with the execution of this Agreement, the Agent shall receive a letter from Baker Newman Noyes LLC dated the date hereof and addressed to the Agent, such letter (i) confirming that Baker Newman Noyes LLC is a firm of independent registered public accountants within the meaning of the 1933 Act and the 1933 Act Regulations, and stating in effect that in the opinion of Baker Newman Noyes LLC, the financial statements included in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the related rules and regulations of the Commission thereunder; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit examination in accordance with generally accepted auditing standards) consisting of a review (in accordance with Statement of Auditing Standards No. 71) of the latest available unaudited consolidated interim financial statements prepared by the FS Parties, a reading of the minutes of the meetings of the Board of Directors of the Bank and committees thereof and consultations with officers of the FS Parties responsible for financial and accounting matters, nothing |
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came to their attention which caused them to believe that: (A) such unaudited consolidated financial statements included in the Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Prospectus; or (B) except as stated in such letter, during the period from the date of the latest unaudited consolidated financial statements included in the Prospectus to a specified date not more than three business days prior to the date of the Prospectus, there was any material increase in borrowings (defined as securities sold under agreements to repurchase and any other form of debt other than deposits), non-performing loans or special mention loans, accruing troubled debt restructured loans, or material decrease in the deposits, total assets or stockholders equity, or there was any change in common stock outstanding at the date of such letter as compared with amounts shown in the latest unaudited statement of condition or there was any material decrease in net income of the Bank for the period commencing immediately after the period covered by the latest unaudited income statement included in the Prospectus and ended not more than three business days prior to the date of the Prospectus as compared to the corresponding period in the preceding year; and (iii) stating that, in addition to the audit examination referred to in its opinion included in the Prospectus and the performance of the procedures referred to in clause (ii) of this subsection (d), they have compared with the general accounting records of the FS Parties, which are subject to the internal controls of the accounting system of the FS Parties and other data prepared by the FS Parties from accounting records, to the extent specified in such letter, such amounts and/or percentages set forth in the Prospectus as the Agent may reasonably request, and they have found such amounts and percentages to be in agreement therewith (subject to rounding). |
(e) | At the Closing Date, the Agent shall receive a letter from Baker Newman Noyes LLC dated the Closing Date, addressed to the Agent, confirming the statements made by its letter delivered pursuant to subsection (d) of this Section 11, the specified date referred to in clause (ii)(B) thereof to be a date specified in such letter, which shall not be more than three business days prior to the Closing Date. |
(f) | At the Closing Date, counsel to the Agent shall have been furnished with such documents as counsel for the Agent may reasonably require for the purpose of enabling them to advise the Agent with respect to the issuance and sale of the Shares as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations and warranties, or the fulfillment of any of the conditions herein contained. |
(g) | At the Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and Chief Financial Officer of each of the FS Parties, dated the Closing Date, to the effect that: |
(i) | they have examined the Registration Statement and at the time the Registration Statement became effective, the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; |
(ii) | there has not been, since the respective dates as of which information is given in the Registration Statement and the Prospectus, any Material Adverse Effect otherwise than as set forth or contemplated in the Registration Statement and the Prospectus; |
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(iii) | the representations and warranties contained in Section 6 of this Agreement are true and correct with the same force and effect as though made at and as of the Closing Date; |
(iv) | the FS Parties have complied in all material respects with all material agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date, including the conditions on their part contained in this Section 11; |
(v) | no stop order has been issued or, to their knowledge, is threatened, by the Commission or any other governmental body; |
(vi) | no order suspending the Offering, the Conversion, the acquisition of all outstanding capital stock of the Bank by FSBI, or the effectiveness of the Registration Statement has been issued and to their knowledge, no proceedings for any such purpose have been initiated or threatened by the Federal Reserve, the Commission, or any other federal or state authority; and |
(vii) | to their knowledge, no person has sought to obtain regulatory or judicial review of the action of the Federal Reserve in approving the Applications or to enjoin the Conversion. |
(h) | At the Closing Date, the Agent shall receive a letter from Feldman Financial Advisors, Inc., dated as of the Closing Date: |
(i) | confirming that said firm is independent of the FS Parties and is experienced and expert in the area of corporate appraisals, |
(ii) | stating in effect that the Appraisal complies in all material respects with the applicable requirements of the Conversion Regulations, and |
(iii) | further stating that its opinion of the aggregate pro forma market value of the FS Parties expressed in the Appraisal as most recently updated, remains in effect. |
(i) | None of the FS Parties shall have sustained, since the date of the latest financial statements included in the Registration Statement and Prospectus, any material loss or interference with its business from fire, explosion, flood, earthquake or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any Material Adverse Effect, otherwise than as set forth in the Registration Statement and Prospectus, that is in the Agents reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus. |
(j) | Prior to and at the Closing Date, in the reasonable opinion of the Agent there shall have been no material adverse change in the financial condition or in the earnings or business of any of the FS Parties independently, or the FS Parties taken as a whole, from and as of the latest dates as of which such condition is set forth in the Prospectus, except as referred to therein. |
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(k) | At or prior to the Closing Date, the Agent shall receive (i) a copy of the letter from the Federal Reserve approving the Conversion Application, (ii) a copy of the order from the Commission declaring the Registration Statement effective, (iii) a copy of the letter from the Federal Reserve approving the Holding Company Application, (iv) a certificate from the FHLB-Boston evidencing the Banks membership therein, (v) a certificate from the FDIC evidencing the Banks insurance of accounts, and (vi) any other documents that Agent shall reasonably request. |
(l) | Subsequent to the date hereof, there shall not have occurred any of the following: |
(i) | a suspension or limitation in trading in securities generally on the New York Stock Exchange (the NYSE) or in the over-the-counter market, or quotations halted generally on the NASDAQ Stock Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such exchanges or by order of the Commission or any other governmental authority other than temporary trading halts; |
(ii) | a general moratorium on the operations of federally insured financial institutions or a general moratorium on the withdrawal of deposits from commercial banks or other federally insured financial institutions declared by either federal or state authorities; or |
(iii) | a material adverse change in the financial markets in the United States or elsewhere or any outbreak of hostilities or escalation thereof or other calamity or crisis, including, without limitation, terrorist activities after the date hereof, the effect of which, in the reasonable judgment of the Agent, is so material and adverse as to make it impracticable to market the Shares or to enforce contracts, including subscriptions or purchase orders, for the sale of the Shares. |
(m) | Prior to and at the Closing date, none of the FS Parties will have received from the Federal Reserve, the OCC, or the FDIC any direction (oral or written) to make any material change in the method of conducting their business with which it has not complied (which direction, if any, shall have been disclosed to the Agent). |
(n) | All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Agent and to counsel for the Agent. Any certificate signed by an officer of a FS Party and delivered to the Agent or to counsel for the Agent shall be deemed a representation and warranty by such FS Party, to the Agent as to the statements made therein. |
(o) | A blue sky memorandum from Luse Gorman, P.C. relating to the Offering, including Agents participation therein, shall have been furnished prior to the mailing of the Prospectus, to FSBI with a copy thereof addressed to Agent or upon which Luse Gorman, P.C. shall state the Agent may rely. The blue sky memorandum will relate to the necessity of obtaining or confirming exemptions, qualifications or the registration of the Shares under applicable state securities law. |
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(p) | To the extent a sale or other disposition or transfer of shares of common stock or other securities of FSBI is not otherwise prohibited by applicable law or regulation for the duration of the time period provided therein, each of the persons set forth on Exhibit B hereto shall deliver to the Agent a lock-up agreement, each in substantially the form of Exhibit C hereto, relating to the sales and certain other dispositions or transfers of shares of Common Stock or certain other securities of FSBI on or before the date hereof and shall be in full force and effect on the Closing Date. |
Section 12. Indemnification.
(a) | The FS Parties jointly and severally agree to indemnify and hold harmless the Agent, each person, if any, who controls the Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, and their respective partners, officers, directors, agents, attorneys, servants, employees, successors and assigns (each, a Related Person), against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses, subject to the limitation set forth in the last sentence of subsection (c) below), joint or several, that the Agent or any of its Related Persons may suffer or to which the Agent or any of its Related Persons may become subject under all applicable federal and state laws or otherwise, and reasonably related to or arising out of the Conversion or the Offering or the engagement of the Agent pursuant to, or the performance by the Agent of, the services contemplated by this Agency Agreement, and to promptly reimburse the Agent or any of its Related Persons upon written demand for any reasonable expenses (including reasonable fees and disbursements of counsel according to normal hourly rates) incurred by the Agent or any of its Related Persons in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities, expenses or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), the Applications, or other instrument or document executed by any of the FS Parties or based upon written information supplied by any of the FS Parties filed in any state or jurisdiction to register or qualify any or all of the Shares under the securities laws thereof (collectively, the Blue Sky Applications), or any application or other document, advertisement, or communication (Sales Information) prepared, made or executed by or on behalf of any of the FS Parties with its consent or based upon information furnished by or on behalf of any of the FS Parties, in order to qualify or register the Shares under the securities laws thereof, (ii) arise out of or are based upon the omission or alleged omission to state in any of the foregoing documents or information, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), the Applications, any Blue Sky Applications or Sales Information or other documentation distributed in connection with the Offering; or (iv) result from any claims made with respect to the accuracy, reliability and completeness of the records identifying the Eligible Account Holders and Supplemental Eligible Account Holders or Other Members or for any denial or reduction of a subscription or order to purchase Common Stock, whether as a result of a properly calculated allocation pursuant to the Plan or otherwise, based upon such records; provided, however, that no indemnification is required under this subsection (a) to the extent such losses, claims, damages, liabilities, expenses or actions arise out of or |
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are based upon any untrue material statements or alleged untrue material statements in, or material omission or alleged material omission from, the Registration Statement (or any amendment or supplement thereto) or the Prospectus (or any amendment or supplement thereto), the Applications, the Blue Sky Applications or Sales Information or other documentation distributed in connection with the Conversion made in reliance upon and in conformity with information furnished to the FS Parties by the Agent or its representatives (including counsel) with respect to the Agent expressly for use in such documents. As of the date of this Agreement, the only such information about the Agent provided for such use is contained in the Prospectus in the last sentence of the first paragraph under the caption Market for the Common Stock and under the caption The Conversion and OfferingPlan of Distribution; Selling Agent and Underwriter Compensation. Provided further, that the FS Parties will not be responsible for any loss, liability, claim, damage or expense to the extent a court of competent jurisdiction finds they result from material oral misstatements by the Agent to a purchaser or prospective purchaser of Shares which are not based upon information in the Registration Statement or Prospectus, from actions taken or omitted to be taken by the Agent in bad faith, or from the Agents gross negligence or willful misconduct, and the Agent agrees to repay promptly to the FS Parties any amounts advanced to it by the FS Parties in connection with matters as to which it is found by a court of competent jurisdiction not to be entitled to indemnification hereunder. |
(b) | The Agent agrees to indemnify and hold harmless the FS Parties and their Related Persons against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses, subject to the limitation set forth in the last sentence of subsection (c) below), joint or several, which the FS Parties or any of their Related Persons, may suffer or to which the FS Parties or any of their Related Persons, may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the FS Parties and their Related Persons upon written demand for any reasonable expenses (including reasonable out-of-pocket expenses, fees and disbursements of counsel) incurred by them in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the Applications or any Blue Sky Applications or Sales Information or are based upon the omission or alleged omission to state in any of the foregoing documents a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Agents obligations under this Section 12(b) shall exist only if and only to the extent that such untrue statement or alleged untrue statement was made in, or such material fact or alleged material fact was omitted from, the Applications, Registration Statement (or any amendment or supplement thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the FS Parties by the Agent or its representatives (including counsel) expressly for use in such documents. As of the date of this Agreement, the only such information about the Agent provided for such use is contained in the Prospectus in the last sentence of the first paragraph under the caption Market for the Common Stock and under the caption The Conversion and Offering Plan of Distribution; Selling Agent and Underwriter Compensation. |
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(c) | Each indemnified party shall give prompt written notice to each indemnifying party of any action, proceeding, claim (whether commenced or threatened), or suit instituted against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have on account of this Section 12, Section 13 or otherwise, unless the failure to give such notice promptly results in material prejudice to the indemnifying party. An indemnifying party may participate at its own expense in the defense of such action. In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it reasonably acceptable to the indemnified parties that are defendants in such action, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them that are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action, proceeding or claim, other than reasonable costs of investigation. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate firm of attorneys (unless an indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or in addition to those of other indemnified parties) for all indemnified parties in connection with any one action, proceeding or claim or separate but similar or related actions, proceedings or claims in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall be liable for any settlement of any action, proceeding or suit, which settlement is effected without its prior written consent. Neither the FS Parties nor the Agent shall, without the written consent of the other, settle or compromise any claim against them or it based upon circumstances giving rise to an indemnification claim against the other party hereunder unless such settlement or compromise provides that the indemnified party shall be unconditionally and irrevocably released from all liability in respect to such claim. |
(d) | The agreements contained in this Section 12 and in Section 13 hereof and the representations and warranties of the FS Parties set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Agent or its officers, directors, controlling persons, agents, attorneys, servants or employees or by or on behalf of any of the FS Parties or any officers, directors, controlling persons, agents, attorneys, servants or employees of any of the FS Parties; (ii) delivery of and payment hereunder for the Shares; or (iii) any termination of this Agreement. Notwithstanding the prior sentence, Sections 12 and 13 hereof are subject to and limited by all applicable securities and banking laws and regulations including Section 23A and 23B of the Federal Reserve Act and Part 359 of the Regulations of the FDIC. |
Section 13. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 12 is due in accordance with its terms but is found in a final judgment by a court to be unavailable from the FS Parties or the Agent, the FS Parties and the Agent shall contribute to the aggregate losses, claims, damages and liabilities of the nature contemplated by such indemnification (including any investigation, legal and other expenses incurred in connection therewith and any amount paid in settlement of any action, suit, or proceeding of any claims asserted, but after deducting any contribution received by the FS Parties or the Agent from persons other than the other party thereto, who may also be liable for contribution) in such proportion so that (i) the Agent is responsible for that portion represented by the percentage that the fees paid to the Agent pursuant to Section 4 of this Agreement (not including expenses) (Agents Fees), less any portion of
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Agents Fees paid by Agent to Selected Dealers, bears to the total proceeds received by the FS Parties from the sale of the Shares in the Offering, net of all expenses of the Offering, except Agents Fees and (ii) the FS Parties shall be responsible for the balance. If, however, the allocation provided above is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 12 above, then each indemnifying party shall contribute to such amount paid or payable to such indemnified party in such proportion as is appropriate to reflect not only such relative benefits received by the FS Parties on the one hand and the Agent on the other from the Offering, but also the relative fault of the FS Parties on the one hand and the Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the FS Parties on the one hand and the Agent on the other hand shall be deemed to be in the same proportion as the total proceeds from the Offering, except Agents fees, net of all expenses of the Offering, received by the FS Parties bear, with respect to the Agent, to the total fees (not including expenses) received by the Agent less the portion of such fees paid by the Agent to Selected Dealers. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the FS Parties on the one hand or the Agent on the other and the parties relative intent, good faith, knowledge, access to information and opportunity to correct or prevent such statement or omission. The FS Parties and the Agent agree that it would not be just and equitable if contribution pursuant to this Section 13 were determined by pro-rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 13. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or action, proceedings or claims in respect thereof) referred to above in this Section 13 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. It is expressly agreed that the Agent shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to the Agent under this Agreement, less the portion of such fees paid by the Agent to Selected Dealers. It is understood and agreed that the above-stated limitation on the Agents liability is essential to the Agent and that the Agent would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution with respect to any loss or liability arising from such misrepresentation from any person who was not found guilty of such fraudulent misrepresentation. The duties, obligations and liabilities of the FS Parties and the Agent under this Section 13 and under Section 12 shall be in addition to any duties, obligations and liabilities which the FS Parties and the Agent may otherwise have. For purposes of this Section 13, each of the Agents and the FS Parties officers, directors and controlling persons within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the FS Parties and the Agent. Any party entitled to contribution, promptly after receipt of notice of commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against another party under this Section 13, will notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have hereunder or otherwise than under this Section 13. Notwithstanding anything to the contrary in this Agreement, none of the FS Parties shall provide any contribution under this Agreement to the extent prohibited by applicable securities and banking laws and regulations, including Section 23A and 23B of the Federal Reserve Act and Part 359 of the Regulations of the FDIC.
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Section 14. Survival.
(a) | All representations, warranties and indemnities and other statements contained in this Agreement, or contained in certificates of officers of the FS Parties or the Agent submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent or its controlling persons, or by or on behalf of the FS Parties and shall survive the issuance of the Shares, and any legal representative, successor or assign of the Agent, any of the FS Parties, and any indemnified person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations. |
(b) | The provisions of Paragraph 5 of the Engagement Letter, Additional Services, shall survive the issuance of the Shares (but not any termination or cancellation of this Agreement) for a period of three years, and any legal representative, successor or assign of the Agent and any of the FS Parties shall be entitled during such period to the benefit of the agreements contained therein. |
Section 15. Termination.
(a) | Agent may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows: |
(i) | In the event (a) the Plan is abandoned or terminated by the MHC or the Company; (b) FSBI fails to consummate the sale of the minimum number of Shares by the date on which such sale must be completed, in accordance with the provisions of the Plan or as required by the Conversion Regulations and applicable law; or (c) immediately prior to commencement of the Offering, the Agent terminates this relationship because such material adverse changes in the condition of the FS Parties or the prospective market for FSBIs Common Stock as in the Agents good faith opinion would make it inadvisable to proceed with the Offering, sale or delivery of the Shares, this Agreement shall terminate and the FS Parties shall refund to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest in accordance with Section 2 hereof, and any such termination shall be without liability of any party to any other party except as otherwise provided in Sections 2, 4, 10, 12, 13 and 14 hereof. |
(ii) | If any of the conditions specified in Section 11 hereof shall not have been fulfilled when and as required by this Agreement or waived in writing by the Agent, this Agreement and all of the Agents obligations hereunder may be canceled by the Agent by notifying FSBI of such cancellation in writing at any time at or prior to the Closing Date, and any such cancellation shall be without liability of any party to any other party except as otherwise provided in Sections 4(a) and 10 (relating to the reimbursement of expenses) and Sections 12, 13 and 14 hereof. |
(iii) | If Agent elects to terminate this Agreement as provided in this Section 15(a), FSBI shall be notified by the Agent as provided in Section 16 hereof. |
(iv) | If this Agreement is terminated in accordance with the provisions of this Section 15(a), the Agent shall retain the advisory and management fee paid to it pursuant to Section 4(a) and the FS Parties shall reimburse the Agent for any of its other actual, accountable, reasonable out-of-pocket expenses pursuant to Section 10, including, without limitation, communication, legal and travel expenses. |
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(b) | Either Agent or the FS Parties may terminate this Agreement in the event any of the FS Parties (in the event of a termination initiated by Agent) or Agent (in the event of a termination initiated by the FS Parties) is in material breach of the representations and warranties or covenants in this Agreement and such breach has not been cured within 15 days after the party initiating termination provides notice of such breach to the breaching party. If this Agreement is terminated by Agent under circumstances that would permit termination under Section 15(a) of this Agreement, then the provisions of Section 15(a) shall apply, regardless of whether this Agreement could also be terminated by Agent under this Section 15(b). |
(c) | This Agreement may be terminated by the mutual written consent of the parties hereto. |
Section 16. Notices. All communications hereunder, except as herein otherwise specifically provided, shall be mailed in writing and if sent to the Agent shall be mailed, delivered or emailed and confirmed to Keefe, Bruyette & Woods, Inc., 70 West Madison Street, Suite 2401, Chicago, Illinois 60602, Attention: Patricia A. McJoynt (with a copy to Breyer & Associates PC, 8180 Greensboro Drive, Suite 785, McLean, Virginia 22102, Attention: John F. Breyer, Jr., Esq. and to Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, 4th Floor, New York, New York 10019, Attention: Chief Counsel Investment Banking), and, if sent to the FS Parties, shall be mailed, delivered or emailed and confirmed to FSBI, the Company, the MHC and the Bank at First Seacoast Bank, 633 Central Avenue, Dover, New Hampshire 03820, Attention: James R. Brannen , President and Chief Executive Officers (with a copy to Luse Gorman, PC, 5335 Wisconsin Avenue, NW, Suite 780, Washington, DC 20015, Attention: Victor L. Cangelosi, Esq.).
Section 17. Parties. This Agreement shall inure to the benefit of and be binding upon the Agent and the FS Parties, and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 12 and 13 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained. It is understood and agreed that this Agreement is the exclusive agreement among the parties pertaining to the subject matter hereof, supersedes any prior Agreement among the parties and may not be varied except by a writing signed by all parties (except for specific references to the Engagement Letter) and may not be varied except in writing signed by all the parties.
Section 18. Partial Invalidity. In the event that any term, provision or covenant herein or the application thereof to any circumstances or situation shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term, provision or covenant to any other circumstance or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full extent permitted by law.
Section 19. Construction. This Agreement shall be construed in accordance with the laws of the State of New York.
Section 20. Counterparts. This Agreement may be executed in separate counterparts and by facsimile or electronic delivery, including by e-mail delivery of a .pdf or scan of a manual signature, each of which so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.
[Remainder of page intentionally blank. Signatures follow]
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and us in accordance with its terms.
Very truly yours,
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Exhibit 2
PLAN OF CONVERSION AND REORGANIZATION
OF
FIRST SEACOAST BANCORP, MHC
TABLE OF CONTENTS
1. |
INTRODUCTION | 1 | ||||
2. |
DEFINITIONS | 2 | ||||
3. |
PROCEDURES FOR CONVERSION | 8 | ||||
4. |
HOLDING COMPANY APPLICATIONS AND APPROVALS | 10 | ||||
5. |
SALE OF SUBSCRIPTION SHARES | 11 | ||||
6. |
PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES | 11 | ||||
7. |
RETENTION OF CONVERSION PROCEEDS BY THE HOLDING COMPANY | 12 | ||||
8. |
SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY) | 13 | ||||
9. |
SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY) | 13 | ||||
10. |
SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY) | 14 | ||||
11. |
SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY) | 14 | ||||
12. |
COMMUNITY OFFERING | 15 | ||||
13. |
SYNDICATED COMMUNITY OFFERING OR FIRM COMMITMENT UNDERWRITTEN OFFERING | 15 | ||||
14. |
LIMITATIONS ON PURCHASES | 16 | ||||
15. |
PAYMENT FOR SUBSCRIPTION SHARES | 18 | ||||
16. |
MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS | 19 | ||||
17. |
UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT | 20 | ||||
18. |
RESIDENTS OF FOREIGN COUNTRIES AND CERTAIN STATES | 20 | ||||
19. |
ESTABLISHMENT OF LIQUIDATION ACCOUNTS | 21 | ||||
20. |
VOTING RIGHTS OF STOCKHOLDERS | 23 | ||||
21. |
RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION OF SUBSCRIPTION SHARES | 23 | ||||
22. |
REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION | 24 | ||||
23. |
TRANSFER OF DEPOSIT ACCOUNTS | 24 | ||||
24. |
REGISTRATION AND MARKETING | 24 | ||||
25. |
TAX RULINGS OR OPINIONS | 25 | ||||
26. |
STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS | 25 | ||||
27. |
RESTRICTIONS ON ACQUISITION OF BANK AND HOLDING COMPANY | 26 | ||||
28. |
PAYMENT OF DIVIDENDS AND THE REPURCHASE OF STOCK | 27 | ||||
29. |
ARTICLES OF INCORPORATION AND BYLAWS | 27 | ||||
30. |
CONSUMMATION OF CONVERSION AND EFFECTIVE DATE | 27 | ||||
31. |
EXPENSES OF CONVERSION | 28 | ||||
32. |
AMENDMENT OR TERMINATION OF PLAN | 28 | ||||
33. |
CONDITIONS TO CONSUMMATION OF CONVERSION | 28 | ||||
34. |
INTERPRETATION | 28 |
(i)
(ii)
PLAN OF CONVERSION AND REORGANIZATION OF FIRST SEACOAST
BANCORP, MHC INTRODUCTION This Plan of Conversion and Reorganization (the Plan) provides for the conversion and reorganization of First Seacoast Bancorp,
MHC, a federally-chartered mutual holding company (the Mutual Holding Company), from the mutual to the capital stock form of organization (the Conversion). Currently, the Mutual Holding Company owns approximately 55.7% of the
outstanding shares of common stock of First Seacoast Bancorp, a federally-chartered stock corporation (the Mid-Tier Holding Company), and the Mid-Tier
Holding Company owns 100% of the outstanding shares of common stock of First Seacoast Bank (the Bank), a federally-chartered stock savings bank. As part of the Conversion, (i) a new stock holding company (the Holding
Company) will be established to succeed to all of the rights and obligations of the Mutual Holding Company and the Mid-Tier Holding Company, and (ii) the Holding Company will issue shares of Holding
Company Common Stock in the Offering and the Exchange Offering. The Subscription Shares will be offered for sale in the Offering upon the terms and conditions set forth in this Plan. The subscription rights granted to Participants in the
Subscription Offering are set forth in Sections 8 through 11 of this Plan. All sales of Subscription Shares in the Community Offering, in the Syndicated Community Offering or in the Firm Commitment Underwritten Offering, or in any other manner
permitted by the Bank Regulators, will be at the sole discretion of the Boards of Directors of the Bank and the Holding Company. As part of the Conversion, each Minority Stockholder will receive Exchange Shares in exchange for its Minority Shares in
the Exchange Offering. The Conversion will have no impact on depositors, borrowers or other customers of the Bank. After the Conversion, the Banks insured deposits will continue to be insured by the FDIC to the extent provided by applicable
law. The purpose of the Conversion is to convert the Mutual Holding Company to the capital stock form of organization, which will provide the Bank and the Holding Company with additional capital to grow and respond to changing regulatory and market
conditions. The Conversion will also provide the Bank and the Holding Company with greater flexibility to undertake corporate transactions, including mergers and acquisitions and branch expansions. This Plan has been unanimously adopted by the Boards of Directors of the Mutual Holding Company, the
Mid-Tier Holding Company and the Bank. This Plan also must be approved by at least: (i) a majority of the total votes eligible to be cast by Voting Members at the Members Meeting; (ii) two-thirds of the total votes eligible to be cast by Stockholders at the Stockholders Meeting; and (iii) a majority of the total votes eligible to be cast by Minority Stockholders at the Stockholders
Meeting. Approval of this Plan by the Voting Members and by the Stockholders shall constitute approval of each of the constituent transactions necessary to implement this Plan, including the MHC Merger and the
Mid-Tier Merger. The Federal Reserve must approve this Plan before it is presented to Voting Members and Stockholders for their approval.
DEFINITIONS For the purposes of this Plan, the following terms have the following meanings: Account Holder Any Person holding a Deposit Account in the Bank. 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 Stock Benefit Plan shall 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 shall be aggregated. Affiliate Any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with another Person. Appraised Value Range The range of the estimated consolidated pro forma market value of
the Holding Company, which shall also be equal to the estimated pro forma market value of the total number of shares of Conversion Stock to be issued in the Conversion, as determined by the Independent Appraiser before the Subscription Offering and
as it may be amended from time to time thereafter. The maximum and minimum of the Appraised Value Range may vary as much as 15% above and 15% below, respectively, the midpoint of the Appraised Value Range. Articles of Combination The Articles of Combination filed with the Federal Reserve, and any similar documents filed with the
Bank Regulators, in connection with the consummation of any merger relating to the Conversion. Articles of Merger The
Articles of Merger filed with the Maryland Department, and any similar documents filed in connection with the consummation of any merger relating to the Conversion. Associate The term Associate when used to indicate a relationship with any Person, means (i) any corporation or
organization (other than the Mutual Holding Company, the Mid-Tier Holding Company, the Bank or a majority-owned subsidiary of the Mutual Holding Company, the Mid-Tier
Holding Company or the Bank) if the 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 Offering and the sale of Subscription Shares following
the Conversion, a person who has a substantial beneficial interest in any Non-Tax-Qualified Employee Stock Benefit Plan or any Tax-Qualified Employee Stock Benefit Plan,
or who is a trustee or fiduciary of such plan, is not an Associate of such plan, and except that, for 2
purposes of aggregating total shares that may be held by Officers and Directors, the term Associate does not include any Tax-Qualified Employee
Stock Benefit Plan, and (iii) any person who is related by blood or marriage to such person and (A) who lives in the same home as such person or (B) who is a Director or Officer of the Mutual Holding Company, the Mid-Tier Holding Company, the Bank or the Holding Company, or any of their parents or subsidiaries. Bank First Seacoast Bank, a federally-chartered stock savings bank. Bank Liquidation Account The account established by the Bank representing the liquidation interests received by Eligible Account
Holders and Supplemental Eligible Account Holders in connection with the Conversion. Bank Regulators The Federal Reserve
and other bank regulatory agencies, if any, responsible for reviewing and approving the Conversion, including the ownership of the Bank by the Holding Company and the MHC Merger and the Mid-Tier Merger. Code The Internal Revenue Code of 1986, as amended. Community Offering The direct offering by the Holding Company of Subscription Shares not subscribed for in the Subscription
Offering for sale to certain members of the general public. The Community Offering may occur concurrently with the Subscription Offering, any Syndicated Community Offering or both, or upon conclusion of the Subscription 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 or policies of a Person, whether through the ownership of voting securities, by contract or otherwise as described in 12 C.F.R. Part 238. Conversion The conversion and reorganization of the Mutual Holding Company to stock form pursuant to this Plan, and all steps
incident or necessary thereto including the Offering and the Exchange Offering. Conversion Stock The Subscription Shares
and the Exchange Shares. Deposit Account Any withdrawable account, including, without limitation, savings, time, demand,
NOW accounts, money market, certificate and passbook accounts. Director A member of the Board of Directors of the Bank, the
Mid-Tier Holding Company, the Holding Company or the Mutual Holding Company, as appropriate in the context. Eligible Account Holder Any Person holding a Qualifying Deposit as of the close of business on the Eligibility Record Date for
purposes of determining subscription rights and establishing subaccount balances in the Liquidation Account and the Bank Liquidation Account. Eligibility Record Date The date for determining Eligible Account Holders of the Bank, which is June 30, 2021. 3
Employees All Persons employed by the Bank, the
Mid-Tier Holding Company, the Holding Company or the Mutual Holding Company. Employee Plan
Any one or more Tax-Qualified Employee Stock Benefit Plans of the Bank or its subsidiaries or the Holding Company, including any ESOP and 401(k) Plan. ESOP The Banks Employee Stock Ownership Plan, and related trust. Exchange Offering The offering of Exchange Shares to Minority Stockholders in exchange for Minority Shares. Exchange Ratio The ratio at which a Minority Share is exchanged for an Exchange Share upon consummation of the Conversion. The
Exchange Ratio (which shall be rounded to four decimal places) shall be determined such that as of the closing of the Conversion the ratio will result in the Minority Stockholders owning in the aggregate the same percentage of the outstanding shares
of Holding Company Common Stock immediately upon completion of the Conversion as the percentage of Mid-Tier Holding Company common stock owned by the Minority Stockholders in the aggregate immediately before
the consummation of the Conversion before giving effect to (a) cash in lieu of any fractional Exchange Shares and (b) any Subscription Shares purchased by Minority Stockholders in the Offering; provided that the Exchange Ratio will be
adjusted to reflect assets held by the Mutual Holding Company (other than shares of stock of the Mid-Tier Holding Company). Exchange Shares The shares of Holding Company Common Stock issued to Minority Stockholders in the Exchange Offering. FDIC The Federal Deposit Insurance Corporation. Federal Reserve The Board of Governors of the Federal Reserve System and the Federal Reserve Bank of Boston. Firm Commitment Underwritten Offering The offering, at the sole discretion of the Holding Company, of Subscription Shares not
subscribed for in the Subscription Offering and any 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. Holding Company The corporation formed under the laws of the State of Maryland, or the laws of another state of
the United States, for the purpose of acquiring all of the shares of capital stock of the Bank in connection with the Conversion. Holding Company Common Stock The common stock, par value $0.01 per share, of the Holding Company. Shares of Holding Company
Common Stock will be issued in the Offering and Exchange Offering. Independent Appraiser The appraiser retained by the
Mutual Holding Company, Mid-Tier Holding Company and the Bank to prepare an appraisal of the pro forma market value of the Holding Company. 4
Liquidation Account The account established by the Holding Company
representing the liquidation interests received by Eligible Account Holders and Supplemental Eligible Account Holders in connection with the Conversion in exchange for their interests in the Mutual Holding Company immediately before the Conversion.
Local Community The New Hampshire counties of Rockingham and Strafford. Majority Ownership Interest A fraction, the numerator of which is the number of shares of
Mid-Tier Holding Company common stock owned by the Mutual Holding Company immediately before the completion of the Conversion, and the denominator of which is the total number of shares of Mid-Tier Holding Company common stock issued and outstanding immediately before the completion of the Conversion. Maryland Department The Maryland State Department of Assessments and Taxation. Member Any Person who qualifies as a member of the Mutual Holding Company pursuant to its amended and restated charter. Member Voting Record Date The date fixed by the Directors for determining eligibility to vote at the Members Meeting. Members Meeting The special meeting of Voting Members, and any adjournments thereof, held to consider and vote upon this Plan,
if required by the Bank Regulators. MHC Merger The merger of the Mutual Holding Company with and into the Mid-Tier Holding Company, with the Mid-Tier Holding Company as the surviving entity. The MHC Merger shall occur immediately before the completion of the Conversion, as set
forth in this Plan. Mid-Tier Holding Company First Seacoast Bancorp, the
federally-chartered corporation that owns 100% of the outstanding shares of common stock of the Bank, and any successor thereto. Mid-Tier Merger The merger of the Mid-Tier Holding Company with the Holding Company, with the Holding Company as the resulting entity. The Mid-Tier Merger shall occur immediately following the MHC Merger and before the completion of the Conversion, as set forth in this Plan. Minority Shares All outstanding shares of common stock of the Mid-Tier Holding Company,
or shares of common stock of the Mid-Tier Holding Company issuable upon the exercise of options or grant of stock awards, owned by persons other than the Mutual Holding Company. Minority Stockholder Any owner of Minority Shares. Mutual Holding Company First Seacoast Bancorp, MHC, the federally-chartered mutual holding company of the Mid-Tier Holding Company and the Bank and that owns approximately 55.7% of the outstanding shares of common stock of the Mid-Tier Holding Company. 5
Offering The offering and issuance, pursuant to this Plan, of shares of
Holding Company Common Stock in a Subscription Offering, Community Offering and/or Syndicated Community Offering or Firm Commitment Underwritten Offering, as the case may be. The term Offering does not include the Exchange Offering. Offering Range The range of the number of Subscription Shares offered for sale in the Offering multiplied by the Subscription
Price. The Offering Range shall be equal to the Appraised Value Range multiplied by the Majority Ownership Interest (as adjusted to reflect assets held by the Mutual Holding Company (other than shares of stock of the
Mid-Tier Holding Company)). The maximum and minimum of the Offering Range may vary as much as 15% above and 15% below, respectively, the midpoint of the Offering Range. Officer The term Officer means the chairman of the board, president, vice president, treasurer, secretary, or comptroller of any
company, or any other person who participates in its major policy decisions. Order Form Any form (together with any cover
letter and acknowledgments) sent to any Participant or Person containing among other things a description of the alternatives available to such Person under this Plan and by which any such Person may make elections regarding subscriptions for
Subscription Shares. Other Member Any Person holding a Deposit Account at the close of business on the Member Voting Record
Date (other than an Eligible Account Holder or Supplemental Eligible Account Holder), and any borrower from the Bank who qualifies as a Voting Member. Participant Any Eligible Account Holder, Employee Plan, Supplemental Eligible Account Holder or Other Member. Person An individual, a corporation, a partnership, an association, a joint-stock company, a limited liability company, a trust,
an unincorporated organization, or a government or political subdivision of a government. Plan This Plan of Conversion and
Reorganization of the Mutual Holding Company as it exists on the date hereof and as it may hereafter be amended in accordance with its terms. Prospectus The one or more documents used in offering the Conversion Stock. Qualifying Deposit The aggregate balance of all Deposit Accounts in the Bank of (i) an Eligible Account Holder at the close
of business on the Eligibility Record Date, provided such aggregate balance is not less than $50.00, or (ii) a Supplemental Eligible Account Holder at the close of business on the Supplemental Eligibility Record Date, provided such aggregate
balance is not less than $50.00. 6
Resident Any Person who occupies a dwelling within the Local Community, has a
present intent to remain within the Local Community for a period of time, and manifests the genuineness of that intent by establishing an ongoing physical presence within the Local Community together with an indication that such presence within the
Local Community is something other than merely transitory. To the extent the Person is a corporation or other business entity, to be a Resident the principal place of business or headquarters of the corporation or business entity must be in the
Local 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, circumstances of the trustee shall be examined for purposes
of this definition. The Mutual Holding Company and the Bank may utilize deposit or loan records or such other evidence provided to it to determine whether a Person is a resident. In all cases, however, such a determination shall be in the sole
discretion of the Mutual Holding Company and the Bank. A Person must be a Resident for purposes of determining whether such person resides in the Local Community, as such term is used in this Plan. SEC The United States Securities and Exchange Commission. Stockholder Any owner of outstanding common stock of the Mid-Tier Holding Company,
including the Mutual Holding Company. Stockholder Voting Record Date The date fixed by the Directors for determining
eligibility to vote at the Stockholders Meeting. Stockholders Meeting The special, or annual, meeting of Stockholders, and
any adjournments thereof, held to consider and vote upon this Plan. Subscription Offering The offering of Subscription
Shares to Participants. Subscription Price The price per Subscription Share to be paid by Participants and others in the
Offering. The Subscription Price shall be $10.00, unless otherwise determined by the Board of Directors of the Holding Company, and it will be fixed before the commencement of the Subscription Offering. Subscription Shares Shares of Holding Company Common Stock offered for sale in the Offering. Subscription Shares do not include
Exchange Shares. Supplemental Eligible Account Holder Any Person (other than Directors and Officers of the Mutual Holding
Company, the Bank and the Mid-Tier Holding Company and their Associates) holding a Qualifying Deposit at the close of business on the Supplemental Eligibility Record Date and who is not an Eligible Account
Holder. 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 application for conversion. The Supplemental Eligibility Record Date will only occur if the Federal Reserve has not approved the Conversion within fifteen
(15) months after the Eligibility Record Date. Syndicated Community Offering The offering, at the sole discretion of
the Holding Company, of Subscription Shares not subscribed for in the Subscription Offering and the Community Offering, to members of the general public through a syndicate of broker-dealers. The Syndicated Community Offering may occur concurrently
with the Subscription Offering and any Community Offering. 7
Tax-Qualified Employee Stock Benefit Plan
Any defined benefit plan or defined contribution plan, such as an employee stock ownership plan, stock bonus plan, profit-sharing plan or other plan, which, with its related trust, meets the requirements to be qualified under Code
Section 401. A Non-Tax-Qualified Employee Stock Benefit Plan is any defined benefit plan or defined contribution plan which is not so qualified. Voting Member Any Member who at the close of business on the Member Voting Record Date is entitled to vote as a Member. PROCEDURES FOR CONVERSION A. After adoption of this Plan by the Boards of Directors of the Bank, the Mid-Tier Holding Company and
the Mutual Holding Company, this Plan, together with all other requisite material, shall be submitted to the Bank Regulators for approval. Notice of the adoption of this Plan by the Boards of Directors of the Bank, the Mutual Holding Company and the
Mid-Tier Holding Company will be published in a newspaper having general circulation in each community in which an office of the Bank is located, and copies of this Plan will be made available at each office
of the Bank for inspection by Members. The Mutual Holding Company will publish a notice of the filing with the Bank Regulators of an application to convert in accordance with the provisions of this Plan as well as notices required in connection with
any holding company application, merger application or other application required to complete the Conversion. B. Promptly following
approval by the Bank Regulators, this Plan will be submitted to: (i) a vote of the Voting Members at the Members Meeting and (ii) a vote of the Stockholders at the Stockholders Meeting. The Mutual Holding Company will mail to all Voting
Members, at their last known address appearing on the records of the Bank as of the Member Voting Record Date, a proxy statement in either long or summary form describing this Plan, which will be submitted to a vote of Voting Members at the Members
Meeting. The Mid-Tier Holding Company will mail to all Stockholders as of the Stockholder Voting Record Date a proxy statement describing this Plan, which will be submitted to a vote of Stockholders at the
Stockholders Meeting. The Holding Company also will mail to all Participants a Prospectus and Order Form for the purchase of Subscription Shares. In addition, all Participants will receive, or will be given the opportunity to request by either
telephone or by letter addressed to the Banks Secretary, a copy of this Plan as well as the articles of incorporation and bylaws of the Holding Company. This Plan must be approved by at least: (i) a majority of the total votes eligible to
be cast by Voting Members at the Members Meeting; (ii) two-thirds of the total votes eligible to be cast by Stockholders at the Stockholders Meeting; and (iii) a majority of the total votes eligible
to be cast by Minority Stockholders at the Stockholders Meeting. Upon such approval of this Plan, the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company and the Bank will take all other
necessary steps pursuant to applicable laws and regulations to consummate the Conversion. The Conversion must be completed within twenty-four (24) months of the approval of this Plan by Voting Members. 8
C. The period for the Subscription Offering will be not less than twenty (20) days nor
more than forty-five (45) days from the date Participants are first mailed a Prospectus and Order Form, unless extended. Any Subscription Shares for which subscriptions have not been received in the Subscription Offering may be issued in a
Community Offering, and/or a Syndicated Community Offering or a Firm Commitment Underwritten Offering, or in any other manner permitted by the Bank Regulators. All sales of Subscription Shares must be completed within forty-five (45) days after
the last day of the Subscription Offering unless the offering period is extended by the Mutual Holding Company and the Holding Company with the approval of the Bank Regulators. D. The Conversion will be effected as follows, or in any other manner that is consistent with the purposes of this Plan and applicable laws
and regulations. The choice of which method to effect the Conversion will be made by the Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company and the Bank immediately before the
closing of the Conversion. Each of the steps set forth below shall be deemed to occur in such order as is necessary to consummate the Conversion pursuant to this Plan, the intent of the Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company and the Bank, and applicable federal and state regulations and policy. Approval of this Plan by Voting Members and Stockholders also shall constitute approval of each of the transactions
necessary to implement this Plan. The Holding Company will be organized as a first-tier stock subsidiary of the
Mid-Tier Holding Company. The Mutual Holding Company will merge with the Mid-Tier Holding
Company, with the Mid-Tier Holding Company as the surviving entity, pursuant to the Agreement of Merger attached hereto as Exhibit A, whereby the shares of
Mid-Tier Holding Company common stock held by the Mutual Holding Company will be canceled and Members will constructively receive liquidation interests in the Mid-Tier
Holding Company in exchange for their ownership interests in the Mutual Holding Company. Immediately after the MHC Merger, the Mid-Tier Holding Company will
merge with the Holding Company, with the Holding Company as the surviving entity, pursuant to the Agreement of Merger attached hereto as Exhibit B, whereby the Bank will become the wholly-owned subsidiary of the Holding Company. As part of
the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by Members as part of the MHC Merger will automatically, without
further action on the part of the holders thereof, be exchanged for interests in the Liquidation Account, and each Minority Share shall automatically, without further action on the part of the holder thereof, be converted into and become the right
to receive an Exchange Share based upon the Exchange Ratio. Immediately after the Mid-Tier Merger, the Holding Company will offer
for sale the Subscription Shares in the Offering. 9
The Holding Company will contribute at least 50% of the net proceeds of the Offering to the Bank in
constructive exchange for additional shares of common stock of the Bank and in exchange for the Bank Liquidation Account. E. As part of the Conversion, the Minority Shares outstanding immediately before the consummation of the Conversion shall automatically,
without further action on the part of the holders thereof, be converted into and become the right to receive Exchange Shares based upon the Exchange Ratio. The basis for exchange of Minority Shares for Exchange Shares shall be fair and reasonable.
Options to purchase shares of Mid-Tier Holding Company common stock that are outstanding immediately before the consummation of the Conversion shall be converted into options to purchase shares of Holding
Company Common Stock, with the number of shares subject to the option and the exercise price per share to be adjusted based upon the Exchange Ratio so that the aggregate exercise price remains unchanged, and with the duration of the option remaining
unchanged. F. The Holding Company shall register the Conversion Stock with the SEC and any appropriate state securities authorities. In
addition, the Mid-Tier Holding Company shall prepare preliminary proxy materials as well as other applications and information for review by the SEC in connection with the solicitation of Stockholder approval
of this Plan. G. All assets, rights, interests, privileges, powers, franchises and property (real, personal and mixed) of the Mid-Tier Holding Company and the Mutual Holding Company shall be automatically transferred to and vested in the Holding Company by virtue of the Conversion without any deed or other document of transfer. The Holding
Company, without any order or action on the part of any court or otherwise and without any documents of assumption or assignment, shall hold and enjoy all of the properties, franchises and interests, including appointments, powers, designations,
nominations and all other rights and interests as the agent or other fiduciary in the same manner and to the same extent as such rights, franchises, and interests and powers were held or enjoyed by the
Mid-Tier Holding Company and the Mutual Holding Company. The Holding Company shall be responsible for all of the liabilities, restrictions and duties of every kind and description of the Mid-Tier Holding Company and the Mutual Holding Company immediately before the consummation of the Conversion, including liabilities for all debts, obligations and contracts of the
Mid-Tier Holding Company and the Mutual Holding Company, matured or unmatured, whether accrued, absolute, contingent or otherwise and whether or not reflected or reserved against on balance sheets, books of
accounts or records of the Mid-Tier Holding Company and the Mutual Holding Company. H. The home
office and branch offices of the Bank shall be unaffected by the Conversion. The executive offices of the Holding Company shall be located at the current executive offices of the Mutual Holding Company and
Mid-Tier Holding Company. HOLDING COMPANY APPLICATIONS AND APPROVALS The Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company, the Holding
Company and the Bank shall take all necessary steps to convert the Mutual Holding Company to stock form, form the Holding Company and complete the Offering. The Mutual Holding Company, Mid-Tier Holding
Company, Bank and Holding Company shall make timely applications to the Bank Regulators and filings with the SEC for any requisite regulatory approvals to complete the Conversion. 10
SALE OF SUBSCRIPTION SHARES The Subscription Shares will be offered for sale in the Subscription Offering to the Participants in the respective priorities set forth in
this Plan. The Subscription Offering may begin as early as the mailing of the proxy statement for the Members Meeting. The Holding Company Common Stock will not be insured by the FDIC. The Bank will not extend credit to any Person to purchase shares
of Holding Company Common Stock. Any Subscription Shares for which subscriptions have not been received in the Subscription Offering may
be issued in the Community Offering, subject to the terms and conditions of this Plan. The Community Offering, if any, will involve an offering of unsubscribed Subscription Shares directly to the general public with a first preference given to
natural persons and trusts of natural persons residing in the Local Community and a second preference given to Minority Stockholders as of the Stockholder Voting Record Date. The Community Offering may begin concurrently with, or at any time during
or after the Subscription Offering. The offer and sale of Subscription Shares before the Members Meeting, however, is subject to the approval of this Plan by the Voting Members and by the Stockholders, including Minority Stockholders. If feasible, any Subscription Shares remaining unsold after the Subscription Offering and any Community Offering may be offered for sale in a
Syndicated Community Offering or a Firm Commitment Underwritten Offering, or in any manner approved by the Bank Regulators that will achieve a widespread distribution of the Subscription Shares. The issuance of Subscription Shares in the
Subscription Offering and any Community Offering will be consummated simultaneously on the date the sale of Subscription Shares is consummated in any Syndicated Community Offering or Firm Commitment Underwritten Offering, and only if the required
minimum number of Subscription Shares will be issued. PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES The total number of shares of Conversion Stock to be offered in the Conversion will be determined jointly by the Boards of Directors of the
Mutual Holding Company, the Mid-Tier Holding Company and the Holding Company immediately before the commencement of the Subscription Offering, and will be based on the Appraised Value Range and the
Subscription Price. The Offering Range will be equal to the Appraised Value Range multiplied by the Majority Ownership Interest (as adjusted to reflect assets held by the Mutual Holding Company (other than shares of stock of the Mid-Tier Holding Company)). The estimated pro forma consolidated market value of the Holding Company will be subject to adjustment within the Appraised Value Range if necessitated by market or financial conditions,
with the receipt of any required approvals of the Bank Regulators, and the maximum of the Appraised Value Range may be increased by up to 15% after the commencement of the Subscription Offering to reflect changes in market and financial conditions
or demand for the shares. The number of shares of Conversion Stock issued in the Conversion will be equal to the estimated pro forma consolidated market value of the Holding Company, as may be amended, divided by the Subscription Price,
11
and the number of Subscription Shares issued in the Offering will be equal to the product of (i) the estimated pro forma consolidated market value of the Holding Company, as may be amended,
divided by the Subscription Price, and (ii) the Majority Ownership Interest (as adjusted to reflect assets held by the Mutual Holding Company (other than shares of stock of the Mid-Tier Holding Company)).
If the product of the Subscription Price multiplied by the number of shares of Conversion Stock to be issued in the Conversion is below
the minimum of the Appraised Value Range, or materially above the maximum of the Appraised Value Range, a resolicitation of purchasers may be required, provided that up to a 15% increase above the maximum of the Appraised Value Range will not be
deemed material so as to require a resolicitation. Any resolicitation shall be effected in such manner and within such time as the Mutual Holding Company, the Mid-Tier Holding Company and the Holding Company
shall establish, if all required regulatory approvals are obtained. Notwithstanding the foregoing, shares of Conversion Stock will not be
issued unless, before the consummation of the Conversion, the Independent Appraiser confirms to the Bank, the Mutual Holding Company, the Holding Company, and the Bank Regulators, that, to the best knowledge of the Independent Appraiser, nothing of
a material nature has occurred which, taking into account all relevant factors, would cause the Independent Appraiser to conclude that the number of shares of Conversion Stock issued in the Conversion multiplied by the Subscription Price is
incompatible with its estimate of the aggregate consolidated pro forma market value of the Holding Company. If such confirmation is not received, the Holding Company may cancel the Offering and the Exchange Offering, extend the Offering and
establish a new Subscription Price and/or Appraised Value Range, hold a new Offering and Exchange Offering after canceling the Offering and the Exchange Offering, or take such other action as the Bank Regulators may permit. The Holding Company Common Stock to be issued in the Conversion shall be fully paid and nonassessable. RETENTION OF CONVERSION PROCEEDS BY THE HOLDING COMPANY The Holding Company may retain up to 50% of the net proceeds of the Offering. The Holding Company believes that the Offering proceeds will
provide economic strength to the Holding Company and the Bank for the future in a highly competitive and regulated financial services environment, and would support the growth in the operations of the Holding Company and the Bank through increased
lending, acquisitions of financial service organizations, continued diversification into other related businesses and other business and investment activities, including the possible payment of dividends and possible repurchases of the Holding
Company Common Stock as permitted by applicable state law and by applicable federal regulations and policy. 12
SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY) A. Each Eligible Account Holder shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater
of $400,000 of Subscription Shares, 0.10% of the total number of Subscription Shares issued in the Offering, or fifteen times the product (rounded down to the next whole number) obtained by multiplying the number of Subscription Shares offered in
the Offering by a fraction of which the numerator is the amount of the Eligible Account Holders Qualifying Deposit and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders, in each case on the Eligibility
Record Date, subject to the purchase limitations specified in Section 14. B. If Eligible Account Holders exercise subscription
rights for a number of Subscription Shares in excess of the total number of such shares eligible for subscription, the Subscription Shares shall be allocated among the subscribing Eligible Account Holders so as to permit each subscribing Eligible
Account Holder to purchase a number of shares sufficient to make his or her total allocation of Subscription Shares equal to the lesser of 100 shares or the number of shares for which such Eligible Account Holder has subscribed. Any remaining shares
will be allocated among the subscribing Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the amount of the Qualifying Deposit of each Eligible Account Holder whose subscription remains unsatisfied bears to the
total amount of the Qualifying Deposits of all Eligible Account Holders whose subscriptions remain unsatisfied. 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. C. Subscription rights as Eligible Account Holders received by Directors and Officers and their Associates that are based on deposits made by
such persons during the twelve (12) months preceding the Eligibility Record Date shall be subordinated to the subscription rights of all other Eligible Account Holders, except as permitted by the Bank Regulators. SUBSCRIPTION RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY) The Employee Plans shall have subscription rights to purchase in the aggregate up to 10% of the Subscription Shares issued in the Offering,
including any Subscription Shares to be issued as a result of an increase in the maximum of the Offering Range after commencement of the Subscription Offering and before the completion of the Conversion. Consistent with applicable laws and
regulations and practices and policies, the Employee Plans may use funds contributed by the Holding Company or the Bank and/or borrowed from an independent financial institution or from the Holding Company to exercise such subscription rights, and
the Holding Company and the Bank may make scheduled discretionary contributions thereto, provided that such contributions do not cause the Holding Company or the Bank to fail to meet any applicable regulatory capital requirements. The Employee Plans
shall not be deemed to be Associates or Affiliates of or Persons Acting in Concert with any Director or Officer of the Holding Company or the Bank. Alternatively, if permitted by the Bank Regulators, the Employee Plans may purchase all or a portion
of such shares in the open market after the completion of the Conversion. 13
SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY) A. Each Supplemental Eligible Account Holder shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to
the greater of $400,000 of Subscription Shares, 0.10% of the total number of Subscription Shares issued in the Offering, or fifteen times the product (rounded down to the next whole number) obtained by multiplying the number of Subscription Shares
offered in the Offering by a fraction of which the numerator is the amount of the Supplemental Eligible Account Holders Qualifying Deposit 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, subject to the availability of sufficient shares after filling in full all subscription orders of Eligible Account Holders and Employee Plans and subject to the purchase limitations
specified in Section 14. B. If Supplemental Eligible Account Holders exercise subscription rights for a number of Subscription
Shares in excess of the total number of such shares eligible for subscription following subscriptions by Eligible Account Holders and Employee Plans, Subscription Shares shall be allocated among the subscribing Supplemental Eligible Account Holders
so as to permit each subscribing Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation of Subscription Shares equal to the lesser of one hundred (100) shares
or the number of shares for which such Supplemental Eligible Account Holder has subscribed. Any remaining shares will be allocated among the subscribing Supplemental Eligible Account Holders whose subscriptions remain unsatisfied in the proportion
that the amount of the Qualifying Deposit of such Supplemental Eligible Account Holder whose subscription remains unsatisfied bears to the total amount of the Qualifying Deposits of all Supplemental Eligible Account Holders whose subscriptions
remain unsatisfied. If the amount so allocated exceeds the amount subscribed for by any one or more Supplemental Eligible Account Holders, the excess shall be reallocated (one or more times as necessary) among those Supplemental Eligible Account
Holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated. SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY) A. Each Other Member shall have nontransferable subscription rights to subscribe for in the Subscription Offering up to the greater of $400,000
of Subscription Shares or 0.10% of the total number of shares of Subscription Shares issued in the Offering, subject to the availability of sufficient shares after filling in full all subscription orders of Eligible Account Holders, Employee Plans
and Supplemental Eligible Account Holders and subject to the purchase limitations specified in Section 14. 14
B. If Other Members exercise subscription rights for a number of Subscription Shares is in
excess of the total number of such shares available for subscription following subscriptions by Eligible Account Holders, Employee Plans and Supplemental Eligible Account Holders, Subscription Shares will be allocated among Other Members so as to
permit each such subscribing Other Member, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation of Subscription Shares equal to the lesser of one hundred (100) shares or the number of shares for
which each such Other Member has subscribed. Any remaining shares will be allocated among the subscribing Other Members whose subscriptions remain unsatisfied in the proportion that the amount of the subscription of each such Other Member bears to
the total amount of the subscriptions of all Other Members whose subscriptions remain unsatisfied. COMMUNITY OFFERING If subscriptions are not received for all Subscription Shares offered for sale in the Subscription Offering, shares for which subscriptions
have not been received may be offered for sale in the Community Offering through a direct community marketing program which may use a broker, dealer, consultant or investment banking firm experienced and expert in the sale of savings institutions
securities. Such entities may be compensated on a fixed fee basis or on a commission basis, or a combination thereof. If orders for Subscription Shares in the Community Offering exceed the number of shares available for sale, shares shall be
allocated (to the extent shares remain available) first to cover orders of natural persons (including trusts of natural persons) residing in the Local Community, second to cover orders of Minority Stockholders as of the Stockholder Voting Record
Date, and thereafter to cover orders of other members of the general public. If orders for Subscription Shares exceed the number of shares available for sale in a category pursuant to the purchase priorities described above, shares will be allocated
within the category so that each member of that category will receive the lesser of one hundred (100) shares or the amount ordered, and thereafter remaining shares will be allocated on an equal number of shares basis per order. In connection
with the allocation, orders received for Subscription Shares in the Community Offering will first be filled up to a maximum of two percent (2%) of the shares sold in the Offering, and thereafter any remaining shares will be allocated on an equal
number of shares basis per order. The Mutual Holding Company and the Holding Company shall use their best efforts consistent with this Plan to distribute Subscription Shares sold in the Community Offering in such a manner as to promote the widest
distribution practicable of such shares. The Holding Company reserves the right to reject any or all orders, in whole or in part, that are received in the Community Offering. Any Person may purchase up to $400,000 of Subscription Shares in the
Community Offering, subject to the purchase limitations specified in Section 14. SYNDICATED COMMUNITY OFFERING OR FIRM COMMITMENT UNDERWRITTEN OFFERING If feasible, the Board of Directors of the Holding Company may determine to offer Subscription Shares not sold in the Subscription Offering or
the Community Offering, if any, for sale in a Syndicated Community Offering using a broker, dealer, consultant or investment banking firm experienced and expert in the sale of savings institutions securities. Such entities may be compensated on a
fixed fee basis or on a commission basis, or a combination thereof. The Syndicated Community Offering shall be subject to such terms, conditions and procedures as may be determined by the Mutual Holding Company and the Holding Company, in a manner
that will achieve the widest distribution of Subscription Shares, subject to the right of the 15
Holding Company to accept or reject in whole or in part any orders received in the Syndicated Community Offering. In the Syndicated Community Offering, any Person may purchase up to $400,000 of
Subscription Shares, subject to the purchase limitations specified in Section 14. In addition, unless otherwise approved or permitted by the Federal Reserve, orders received for Subscription Shares in the Syndicated Community Offering will
first be filled up to a maximum of two percent (2%) of the shares sold in the Offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order. Provided that the Subscription Offering has begun, the
Holding Company may begin the Syndicated Community Offering at any time. The Holding Company reserves the right to reject any or all orders, in whole or in part, that are received in the Syndicated Community Offering. Alternatively, if feasible, the Board of Directors may determine to offer Subscription Shares not sold in the Subscription Offering or any
Community Offering for sale in a Firm Commitment Underwritten Offering subject to such terms, conditions and procedures as may be determined by the Mutual Holding Company and the Holding Company, subject to the right of the Holding Company to accept
or reject in whole or in part any orders in the Firm Commitment Underwritten Offering. In the Firm Commitment Underwritten Offering, any Person may purchase up to $400,000 of Subscription Shares, subject to the purchase limitations specified in
Section 14. In addition, unless otherwise approved or permitted by the Federal Reserve, orders received for Subscription Shares in the Firm Commitment Underwritten Offering will first be filled up to a maximum of two percent (2%) of the shares
sold in the Offering, and thereafter any remaining shares will be allocated on an equal number of shares basis per order. Provided the Subscription Offering has begun, the Holding Company may begin the Firm Commitment Underwritten Offering at any
time. The Holding Company reserves the right to reject any or all orders, in whole or in part, that are received in the Firm Commitment Underwritten Offering. If, for any reason, a Syndicated Community Offering or Firm Commitment Underwritten Offering of Subscription Shares not sold in the
Subscription Offering or any Community Offering cannot be effected, or if any insignificant residue of Subscription Shares is not sold in the Subscription Offering, Community Offering, or any Syndicated Community Offering or Firm Commitment
Underwritten Offering, the Holding Company will use its best efforts to make other arrangements for the disposition of unsubscribed shares aggregating at least the minimum of the Offering Range. Such other purchase arrangements will be subject to
receipt of any required approval of the Bank Regulators. LIMITATIONS ON PURCHASES The following limitations shall apply to all purchases and issuances of shares of Conversion Stock: A. The maximum number of Subscription Shares that may be subscribed for or purchased in all categories in the Offering by any Person or
Participant, together with any Associate or group of Persons Acting in Concert, shall not exceed $400,000 of Subscription Shares, except that the Employee Plans may subscribe for up to 10% of the Subscription Shares issued in the Offering (including
shares issued in the event of an increase in the maximum of the Offering Range of 15%). 16
B. The maximum number of shares of Holding Company Common Stock that may be issued to or
purchased in all categories of the Offering by Officers and Directors and their Associates in the aggregate shall not exceed 25% of the shares of Conversion Stock. C. The maximum number of Subscription Shares that may be subscribed for or purchased in all categories of the Offering by any Person or
Participant together with purchases by any Associate or group of Persons Acting in Concert, combined with Exchange Shares received by any such Person or Participant together with any Associate or group of Persons Acting in Concert, shall not exceed
9.9% of the shares of Conversion Stock, except that this ownership limitation shall not apply to the Employee Plans. However, Minority Stockholders will not be required to sell any shares of Holding Company Common Stock or be limited from receiving
any Exchange Shares or be required to divest themselves of any Exchange Shares as a result of this limitation. D. A minimum of
twenty-five (25) Subscription Shares must be purchased by each Person or Participant purchasing shares in the Offering to the extent those shares are available; provided, however, that if the product of the minimum number of Subscription Shares
purchased multiplied the Subscription Price 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. E. If the number of shares of Holding Company Common Stock otherwise allocable pursuant to Sections 8 through 13, inclusive, to any Person or
that Persons Associates would be in excess of the maximum number of shares permitted as set forth above, the number of shares of Holding Company Common Stock allocated to each such person shall be reduced to the lowest limitation applicable to
that Person, and then the number of shares allocated to each group consisting of a Person and that Persons Associates shall be reduced so that the aggregate allocation to that Person and his or her Associates complies with the above limits.
Depending upon market or financial conditions, the Boards of Directors of the Holding Company and the Mutual Holding Company, with the
receipt of any required approvals of the Bank Regulators and without further approval of Voting Members, may decrease or increase the purchase limitations in this Plan, provided that the maximum purchase limitations may not be increased to a
percentage in excess of 5% of the shares issued in the Offering except as provided below. If the Mutual Holding Company and the Holding Company increase the maximum purchase limitations, the Mutual Holding Company and the Holding Company are only
required to resolicit Participants who subscribed for the maximum purchase amount in the Subscription Offering and who indicated a desire to be resolicited on the Order Form and may, in the sole discretion of the Mutual Holding Company and the
Holding Company, resolicit certain other large purchasers. In the event of such a resolicitation, the Mutual Holding Company and the Holding Company shall have the right, in their sole discretion, to require such persons to supply immediately
available funds for the purchase of additional Subscription Shares. Such persons will be prohibited from paying with a personal check, but the Mutual Holding Company and the Holding Company may allow payment by wire transfer. If the maximum purchase
limitation is increased to 5% of the shares issued in the Offering, such limitation may be further increased to 9.99%, provided that orders for Subscription Shares exceeding 5% of the Subscription Shares issued in the Offering shall not exceed in
the aggregate 10% of the total Subscription Shares issued in the Offering. Requests to purchase additional Subscription Shares, if the purchase limitation is so increased, will be determined by the Board of Directors of the Holding Company in its
sole discretion. 17
In the event of an increase in the total number of shares offered in the Offering due to an
increase in the maximum of the Offering Range of up to 15% (the Adjusted Maximum), the additional shares may be used to fill the Employee Plans orders before all other orders and then will be allocated in accordance with the
priorities set forth in this Plan. For purposes of this Section 14, (i) Directors, Officers and Employees of the Bank, the Mid-Tier Holding Company, the Mutual Holding Company and the Holding Company or any of their subsidiaries shall not be deemed to be Associates or a group affiliated with each other or otherwise Acting in Concert
solely as a result of their capacities as such, (ii) shares purchased by Tax-Qualified Employee Stock Benefit Plans shall not be attributable to the individual trustees or beneficiaries of any such plan
for purposes of determining compliance with the limitations set forth in paragraphs A. and B. of this Section 14, and (iii) shares purchased by a Tax-Qualified Employee Stock Benefit Plan pursuant to
instructions of an individual in an account in such plan in which the individual has the right to direct the investment, including any plan of the Bank qualified under Section 401(k) of the Code shall be aggregated and included in that
individuals purchases and not attributed to the Tax-Qualified Employee Stock Benefit Plan. Each Person purchasing Subscription Shares in the Offering shall be deemed to confirm that such purchase does not conflict with the above
purchase limitations contained in this Plan. PAYMENT FOR SUBSCRIPTION SHARES All payments for Subscription Shares subscribed for in the Subscription Offering and Community Offering must be delivered in full to the Bank
or Holding Company, together with a properly completed and executed Order Form, on or before the expiration date of the Offering; provided, however, that if the Employee Plans subscribe for shares in the Subscription Offering, such plans will not be
required to pay for the shares at the time they subscribe but rather may pay for such shares subscribed for by such plans at the Subscription Price upon consummation of the Conversion. Subscription funds will be held in a segregated account at the
Bank. Except as set forth in Section 14.E., above, payment for Subscription Shares shall be made by personal check, money order or
bank draft from the subscriber. Alternatively, subscribers in the Subscription and Community Offerings may pay for the shares for which they have subscribed by authorizing the Bank on the Order Form to make a withdrawal from the designated types of
Deposit Accounts at the Bank in an amount equal to the aggregate Subscription Price of such shares. Such authorized withdrawal 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 requirement, the certificate shall be canceled at the time of withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate. Funds for which a withdrawal
is authorized will remain in the subscribers Deposit Account but may not be used by the subscriber during the Offering. 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 Subscription Price per share. Interest will 18
continue to be earned on any amounts authorized for withdrawal until such withdrawal is given effect. Interest on funds received by check, draft or money order will be paid by the Bank at not
less than the passbook rate. Such interest will be paid from the date payment is processed by the Bank until consummation or termination of the Offering. If for any reason the Offering is not consummated, all payments made by subscribers in the
Subscription and Community Offerings 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. The Bank is prohibited by
regulation from knowingly making any loans or granting any lines of credit for the purchase of Subscription Shares in the Offering. MANNER OF EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS As soon as practicable after the registration statement prepared by the Holding Company has been declared effective by the SEC and the stock
offering materials have been approved by the Bank Regulators, Order Forms will be distributed to the Eligible Account Holders, Employee Plans, Supplemental Eligible Account Holders and Other Members at their last known addresses appearing on the
records of the Bank for the purpose of subscribing for shares of Holding Company Common Stock in the Subscription Offering and will be made available for use by those Persons to whom a Prospectus is delivered. Each Order Form will be preceded or
accompanied by a Prospectus describing the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company, the Bank, the Holding Company Common Stock and the Offering. Each Order Form will contain,
among other things, the following: A. A specified date by which all Order Forms must be received by the Holding Company, or its agent,
which date shall be not less than twenty (20) days, nor more than forty-five (45) days, following the date on which the Order Forms are first mailed to Participants by the Mutual Holding Company or the Holding Company, and which date will
constitute the termination of the Subscription Offering unless extended; B. The Subscription Price for the Subscription Shares to be sold
in the Offering; C. A description of the minimum and maximum number of Subscription Shares which may be subscribed for pursuant to the
exercise of subscription rights or otherwise purchased in the Subscription and Community Offerings; D. Instructions as to how the
recipient of the Order Form is to indicate thereon the number of Subscription Shares 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 before the execution of the Order Form;
F. 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 Holding Company or its agent within the subscription period such properly completed and executed Order Form, together with payment in the full amount of the aggregate purchase price as specified in the
Order Form for the Subscription Shares 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(s) at the Bank); and
19
G. A statement to the effect that the executed Order Form, once received by the Mutual
Holding Company or the Holding Company, may not be modified or amended by the subscriber without the consent of the Holding Company. Notwithstanding the above, the Mutual Holding Company and the Holding Company reserve the right in their sole discretion to accept or reject
orders received on photocopied or facsimiled order forms. UNDELIVERED, DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT If Order Forms (a) are not delivered or are not timely delivered by the United States Postal Service, (b) are not received by the
Holding Company or are received by the Holding Company or its agent after the expiration date specified thereon, (c) are defectively completed or executed, (d) are not accompanied by the full required payment for the Subscription Shares
subscribed for (including cases in which deposit accounts from which withdrawals are authorized are insufficient 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 Participant to whom such rights have been granted will lapse as though such Participant failed to return the completed Order Form within the time period specified thereon; provided, however, that the
Holding Company 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 Holding Company may
specify. The interpretation by the Holding Company of terms and conditions of this Plan and of the Order Forms will be final, subject to the authority of the Bank Regulators. 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 Subscription Shares pursuant to this Plan reside. However, no such Person will be issued subscription rights or be permitted to purchase Subscription Shares in the Subscription Offering if such Person 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 this Plan reside in such state; (b) the issuance of subscription
rights or the offer or sale of Subscription Shares 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. 20
ESTABLISHMENT OF LIQUIDATION ACCOUNTS The Holding Company shall establish a Liquidation Account at the time of the Conversion in an amount equal to the product of (i) the
Majority Ownership Interest and (ii) the Mid-Tier Holding Companys total stockholders equity as reflected in the latest statement of financial condition contained in the final Prospectus used
in the Conversion, plus the value of the net assets of the Mutual Holding Company as reflected in the latest statement of financial condition of the Mutual Holding Company before the effective date of the Conversion (excluding its ownership of Mid-Tier Holding Company common stock). Following the Conversion, the Liquidation Account will be maintained for the benefit of the Eligible Account Holders and Supplemental Eligible Account Holders who continue to
maintain their Deposit Accounts at the Bank. Each Eligible Account Holder and Supplemental Eligible Account Holder shall, with respect to his Deposit Account, hold a related inchoate interest in a portion of the Liquidation Account balance in
relation to his Deposit Account balance at the Eligibility Record Date or Supplemental Eligibility Record Date, respectively, or to such balance as it may be subsequently reduced, as hereinafter provided. The Holding Company also shall cause the
Bank to establish and maintain the Bank Liquidation Account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their Deposit Accounts at the Bank. In the unlikely event of a complete liquidation of (i) the Bank or (ii) the Bank and the Holding Company (and only in such event)
following all liquidation payments to creditors (including those to Account Holders to the extent of their Deposit Accounts), each Eligible Account Holder and Supplemental Eligible Account Holder shall be entitled to receive a liquidating
distribution from the Liquidation Account, in the amount of the then adjusted subaccount balance for such Eligible Account Holders or Supplemental Eligible Account Holders Deposit Account, before any liquidation distribution may be made
to any holders of the Holding Companys capital stock. A merger, consolidation or similar combination with another depository institution or holding company thereof, in which the Holding Company and/or the Bank is not the surviving entity,
shall not be deemed to be a complete liquidation for this purpose. In such transactions, the Liquidation Account shall be assumed by the surviving holding company or institution. In the unlikely event of a complete liquidation of either (i) the Bank or (ii) the Bank and the Holding Company (and only in such
event) following all liquidation payments to creditors of the Bank (including those to Account Holders to the extent of their Deposit Accounts), at a time when the Bank has a positive net worth and the Holding Company does not have sufficient assets
(other than the stock of the Bank) at the time of liquidation to fund its obligations under the Liquidation Account, the Bank, with respect to the Bank Liquidation Account shall immediately pay directly to each Eligible Account Holder and
Supplemental Eligible Account Holder an amount necessary to fund the Holding Companys remaining obligations under the Liquidation Account before any liquidating distribution may be made to any holders of the Banks capital stock and
without making such amount subject to the Holding Companys creditors. Each Eligible Account Holder and Supplemental Eligible Account Holder shall be entitled to receive a distribution from the Bank Liquidation Account, in the amount of the
then adjusted subaccount balance for its Deposit Account then held, before any distribution may be made to any holders of the Holding Companys or Banks capital stock. In the event of a complete liquidation of the Holding Company where the Bank is not also completely liquidating, or in the event of a sale or
other disposition of the Holding Company apart from the Bank, each Eligible Account Holder and Supplemental Eligible Account Holder shall be treated as surrendering such Persons rights to the Liquidation Account and receiving
21
from the Holding Company an equivalent interest in the Bank Liquidation Account. Each such holders interest in the Bank Liquidation Account shall be subject to the same rights and terms as
if the Bank Liquidation Account were the Liquidation Account (except that the Holding Company shall cease to exist). The initial
subaccount balance for a Deposit Account held by an Eligible Account Holder and Supplemental Eligible Account Holder shall be determined by multiplying the opening balance in the Liquidation Account by a fraction, the numerator of which is the
amount of the Qualifying Deposits of such Eligible Account Holder or Supplemental Eligible Account Holder and the denominator of which is the total amount of all Qualifying Deposits of all Eligible Account Holders and Supplemental Eligible Account
Holders. For Deposit Accounts in existence at both the Eligibility Record Date and the Supplemental Eligibility Record Date, separate initial subaccount balances shall be determined on the basis of the Qualifying Deposits in such Deposit Account on
each such record date. Such initial subaccount balance shall not be increased, but shall be subject to downward adjustment as described below. If, at the close of business on any fiscal year end closing date, commencing on or after the effective date of the Conversion, the deposit
balance in the Deposit Account of an Eligible Account Holder or Supplemental Eligible Account Holder is less than the lesser of (i) the balance in the Deposit Account at the close of business on any other annual closing date after the
Eligibility Record Date or Supplemental Eligibility Record Date, or (ii) the amount of the Qualifying Deposit in such Deposit Account as of the Eligibility Record Date or Supplemental Eligibility Record Date, then the subaccount balance for
such Deposit Account shall be adjusted downward by reducing such subaccount balance in an amount proportionate to the reduction in such deposit balance. In the event of a downward adjustment, the subaccount balance shall not be subsequently
increased, notwithstanding any subsequent increase in the deposit balance of the related Deposit Account. If any such Deposit Account is closed, the related subaccount shall be reduced to zero. The creation and maintenance of the Liquidation Account and the Bank Liquidation Account shall not operate to restrict the use or application
of any capital of the Holding Company or the Bank, except that neither the Holding Company nor the Bank shall declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause its equity to be reduced
below: (i) the amount required for the Liquidation Account or the Bank Liquidation Account, as applicable; or (ii) the regulatory capital requirements of the Holding Company (to the extent applicable) or the Bank. Neither the Holding
Company nor the Bank shall be required to set aside funds in connection with its obligations hereunder relating to the Liquidation Account and the Bank Liquidation Account, respectively. Eligible Account Holders and Supplemental Eligible Account
Holders do not retain any voting rights in either the Holding Company or the Bank based on their interests in the Liquidation Account or the Bank Liquidation Account. The amount of the Bank Liquidation Account shall equal at all times the amount of the Liquidation Account, and the Bank Liquidation Account
shall be reduced by the same amount and upon the same terms as any reduction in the Liquidation Account. In no event will any Eligible Account Holder or Supplemental Eligible Account Holder be entitled to a distribution that exceeds such
holders subaccount balance in the Liquidation Account. 22
For the three (3)-year period following the completion of the Conversion, the Holding
Company will not without prior Federal Reserve approval (i) sell or liquidate the Holding Company, or (ii) cause the Bank to be sold or liquidated. Upon the written request of the Federal Reserve the Holding Company shall, or upon the
prior written approval of the Federal Reserve the Holding Company may, at any time after two (2) years from the completion of the Conversion, transfer the Liquidation Account to the Bank, at which time the Liquidation Account shall be assumed
by the Bank and the interests of Eligible Account Holders and Supplemental Eligible Account Holders will be solely and exclusively established in the Bank Liquidation Account. In the event such transfer occurs, the Holding Company shall be deemed to
have transferred the Liquidation Account to the Bank and such Liquidation Account shall be subsumed into the Bank Liquidation Account and shall not be subject in any manner or amount to the claims of the Holding Companys creditors. Approval of
this Plan by the Voting Members and Stockholders shall constitute approval of the transactions described herein. VOTING RIGHTS OF STOCKHOLDERS Following consummation of the Conversion, the holders of the voting capital stock of the Holding Company shall have the exclusive voting rights
with respect to the Holding Company. RESTRICTIONS ON RESALE OR SUBSEQUENT DISPOSITION OF SUBSCRIPTION SHARES A. All Subscription Shares purchased by Directors or Officers of the Mutual Holding Company, the
Mid-Tier Holding Company, the Holding Company or the Bank in the Offering shall be subject to the restriction that, except as provided in this Section or as may be approved by the Bank Regulators, no interest
in such shares may be sold or otherwise disposed of for value for a period of one (1) year following the date of purchase in the Offering. B. The restriction on disposition of Subscription Shares set forth above in this Section shall not apply to the following: Any exchange of such shares in connection with a merger or acquisition involving the Bank or the Holding
Company, as the case may be, which has been approved by the federal regulatory agency; and Any disposition of such shares following the death of the person to whom such shares were initially sold under
the terms of this Plan. C. With respect to all Subscription Shares subject to restrictions on resale or subsequent
disposition, each of the following provisions shall apply: Each certificate or record of ownership representing shares restricted by this section shall bear a legend
giving notice of the restriction; 23
Instructions shall be issued to the stock transfer agent for the Holding Company not to recognize or effect any
transfer of any certificate or record of ownership of any such shares in violation of the restriction on transfer; and Any shares of capital stock of the Holding Company issued with respect to a stock dividend, stock split, or
otherwise with respect to ownership of outstanding Subscription Shares subject to the restriction on transfer hereunder shall be subject to the same restriction as is applicable to such Subscription Shares. REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE CONVERSION
For a period of three (3) years following the Conversion, no Officer, Director or their Associates shall
purchase, without the prior written approval of the Bank Regulators, any outstanding shares of Holding Company Common Stock except from a broker-dealer registered with the SEC. This provision shall not apply to negotiated transactions involving more
than 1% of the outstanding shares of Holding Company Common Stock, the exercise of any options pursuant to a stock option plan or purchases of Holding Company Common Stock made by or held by any Tax-Qualified
Employee Stock Benefit Plan or Non-Tax-Qualified Employee Stock Benefit Plan of the Bank or the Holding Company (including the Employee Plans) which may be attributable
to any Officer or Director. As used herein, the term negotiated transaction means a transaction in which the securities are offered and the terms and arrangements relating to any sale are arrived at through direct communications between
the seller or any person acting on its behalf and the purchaser or his investment representative. The term investment representative shall mean a professional investment advisor acting as agent for the purchaser and independent of the
seller and not acting on behalf of the seller in connection with the transaction. TRANSFER OF DEPOSIT ACCOUNTS Each person holding a Deposit Account at the Bank at the time of Conversion shall retain an identical Deposit Account at the Bank following
Conversion in the same amount and subject to the same terms and conditions (except as to voting and liquidation rights) applicable to such Deposit Account in the Bank immediately before the completion of the Conversion. REGISTRATION AND MARKETING For the time period required by applicable laws and regulations, the Holding Company will register the securities issued in connection with the
Conversion pursuant to the Securities Exchange Act of 1934 and will not deregister such securities for a period of at least three (3) years thereafter, except that the requirement to maintain the registration of such securities for three
(3) years may be fulfilled by any successor to the Holding Company. In addition, the Holding Company will use its best efforts to encourage and assist a market-maker to establish and maintain a market for the Conversion Stock and to list those
securities on a national or regional securities exchange unless otherwise permitted by the Federal Reserve. 24
TAX RULINGS OR OPINIONS Consummation of the Conversion is expressly conditioned upon prior receipt by the Mutual Holding Company, the
Mid-Tier Holding Company, the Holding Company and the Bank of either a ruling, an opinion of counsel or a letter of advice from their tax advisors regarding the federal and state income tax consequences of the
Conversion to the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company, the Bank and the Account Holders and Voting Members receiving subscription rights in the Conversion. STOCK BENEFIT PLANS AND EMPLOYMENT AGREEMENTS A. The Holding Company and the Bank are authorized to adopt Tax-Qualified Employee Stock Benefit Plans
in connection with the Conversion, including without limitation, an ESOP. Existing as well as any newly created Tax-Qualified Employee Stock Benefit Plans may purchase shares of Holding Company Common Stock in
the Offering, to the extent permitted by the terms of such benefit plans and this Plan. B. As a result of the Conversion, the Holding
Company shall be deemed to have ratified and approved all employee stock benefit plans maintained by the Bank and the Mid-Tier Holding Company and shall have agreed to issue (and reserve for issuance) Holding
Company Common Stock in lieu of common stock of the Mid-Tier Holding Company pursuant to the terms of such benefit plans. Upon consummation of the Conversion, the
Mid-Tier Holding Company common stock held by such benefit plans shall be converted into Holding Company Common Stock based upon the Exchange Ratio. Also upon consummation of the Conversion, (i) all
rights to purchase, sell or receive Mid-Tier Holding Company common stock and all rights to elect to make payment in Mid-Tier Holding Company common stock under any
agreement between the Bank or the Mid-Tier Holding Company and any Director, Officer or Employee thereof or under any plan or program of the Bank or the Mid-Tier Holding
Company, shall automatically, by operation of law, be converted into and shall become an identical right to purchase, sell or receive Holding Company Common Stock and an identical right to make payment in Holding Company Common Stock under any such
agreement between the Bank or the Mid-Tier Holding Company and any Director, Officer or Employee thereof or under such plan or program of the Bank, and (ii) rights outstanding under all stock option plans
shall be assumed by the Holding Company and thereafter shall be rights only for shares of Holding Company Common Stock, with each such right being for a number of shares of Holding Company Common Stock based upon the Exchange Ratio and the number of
shares of Mid-Tier Holding Company common stock that were available thereunder immediately before the consummation of the Conversion, with the price adjusted to reflect the Exchange Ratio but with no change in
any other term or condition of such right. C. The Holding Company and the Bank are authorized to adopt stock option plans, restricted
stock award plans and other Non-Tax-Qualified Employee Stock Benefit Plans, provided that such plans conform to any applicable regulations. The Holding Company and the
Bank intend to implement a stock option plan and a restricted stock award plan no earlier than six months after completion of the Conversion. Stockholder approval of these plans will be required. If adopted within twelve (12) months following
the completion of the Conversion, the stock option plan will reserve a number of shares equal to up to 10% of the shares sold in the 25
Offering and the stock award plan will reserve a number of shares equal to up to 4% of the shares sold in the Offering for awards to employees and directors at no cost to the recipients (unless
the Banks tangible capital is less than 10% upon completion of the Offering in which case the stock award plan will reserve a number of shares equal to up to 3% of the shares sold in the Offering), subject to adjustment, if any, as may be
required by Federal Reserve regulations or policy in effect to reflect stock options or restricted stock granted by the Mid-Tier Holding Company before the completion of the Conversion. (Stock option plans,
restricted stock award plans, as well as Non-Tax-Qualified Employee Stock Benefit Plans, implemented more than one (1) year following the completion of the
Conversion are not subject to the restrictions set forth in the preceding sentence.) Shares for such plans may be issued from authorized but unissued shares, treasury shares or repurchased shares. D. The Holding Company and the Bank are authorized to enter into employment agreements and/or change in control agreements with their
executive officers. RESTRICTIONS ON ACQUISITION OF BANK AND HOLDING COMPANY The charter of the Bank may contain a provision stipulating that no person, except the Holding Company, for a
period of five (5) years following the closing date of the Conversion, may directly or indirectly acquire or offer to acquire the beneficial ownership of more than 10% of any class of equity security of the Bank, without the prior written
approval of the Federal Reserve. In addition, the charter of the Bank may also provide that for a period of five (5) years following the closing date of the Conversion, shares beneficially owned in violation of the above-described charter
provision shall not be entitled to vote and shall not be voted by any person or counted as voting stock in connection with any matter submitted to stockholders for a vote. In addition, special meetings of the stockholders relating to changes in
control or amendment of the charter may only be called by the Board of Directors, and stockholders shall not be permitted to cumulate their votes for the election of Directors. For a period of three (3) years from the date of consummation of the Conversion, no person, other than the
Holding Company, shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of equity security of the Bank without the prior written consent of the Federal Reserve. Nothing in this Plan shall
prohibit the Holding Company from taking actions permitted under 12 C.F.R. 239.63(f). B. The Articles of Incorporation
of the Holding Company may contain a provision stipulating that in no event shall any record owner of any outstanding shares of Holding Company Common Stock who beneficially owns in excess of 10% of such outstanding shares be entitled or permitted
to vote any shares held in excess of 10% of the Holding Companys outstanding shares. In addition, the Articles of Incorporation and Bylaws of the Holding Company may contain provisions that provide for, or prohibit, as the case may be,
staggered terms of the directors, qualifications for directors, noncumulative voting for directors, limitations on the calling of special meetings, a fair price provision for certain business combinations and certain notice requirements. 26
C. For the purposes of this section: The term person includes an individual, a firm, a corporation or other entity;
The term offer includes every offer to buy or 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; The term acquire includes every type of acquisition, whether effected by purchase, exchange,
operation of law or otherwise; and The term security includes non-transferable subscription
rights issued pursuant to a plan of conversion as well as a security as defined in 15 U.S.C. § 77b(a)(1). PAYMENT OF DIVIDENDS AND THE REPURCHASE OF STOCK A. The Holding Company shall comply with applicable regulations in the repurchase of any shares of its capital stock following consummation of
the Conversion. The Holding Company shall not declare or pay a cash dividend on, or repurchase any of, its capital stock, if such dividend or repurchase would reduce its capital below the amount then required for the Liquidation Account. B. The Bank shall not declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect thereof would cause its
regulatory capital to be reduced below its applicable regulatory capital requirements. ARTICLES OF INCORPORATION AND BYLAWS By voting to approve this Plan, Voting Members and Stockholders shall be voting to adopt the Articles of Incorporation and Bylaws of the
Holding Company. CONSUMMATION OF CONVERSION AND EFFECTIVE DATE The Effective Date of the Conversion shall be the date upon which the Articles of Combination shall be filed with the Federal Reserve and the
Articles of Merger shall be filed with the Maryland Department. The Articles of Combination and the Articles of Merger shall be filed after all requisite regulatory, Voting Member and Stockholder approvals have been obtained, all applicable waiting
periods have expired, and sufficient subscriptions and orders for Subscription Shares have been received. The closing of the sale of all shares of Holding Company Common Stock sold in the Offering and the Exchange Offering shall occur simultaneously
on the effective date of the closing. 27
EXPENSES OF CONVERSION The Mutual Holding Company, the Mid-Tier Holding Company, the Bank and the Holding Company may retain
and pay for the services of legal, financial and other advisors to assist in connection with any or all aspects of the Conversion, including the Offering, and such parties shall use their best efforts to assure that such expenses shall be
reasonable. AMENDMENT OR TERMINATION OF PLAN If deemed necessary or desirable, this Plan may be substantively amended as a result of comments from the Bank Regulators or otherwise at any
time before the meetings of Voting Members and Stockholders to vote on this Plan by the Board of Directors of the Mutual Holding Company, and at any time thereafter by the Board of Directors of the Mutual Holding Company with the concurrence of the
Bank Regulators. Any amendment to this Plan made after approval by Voting Members and Stockholders with the approval of the Bank Regulators shall not necessitate further approval by Voting Members or Stockholders unless otherwise required by the
Bank Regulators. The Board of Directors of the Mutual Holding Company may terminate this Plan at any time before the Members Meeting and Stockholders Meeting, and at any time thereafter with the concurrence of the Bank Regulators. By adoption of this Plan, Voting Members and Stockholders authorize the Board of Directors of the Mutual Holding Company to amend or terminate
this Plan under the circumstances set forth in this Section. CONDITIONS TO CONSUMMATION OF CONVERSION Consummation of the Conversion pursuant to this Plan is expressly conditioned upon the following: A. Prior receipt by the Mutual Holding Company, the Mid-Tier Holding Company, the Holding Company and
the Bank of rulings of the United States Internal Revenue Service and the state taxing authorities, or opinions of counsel or tax advisors as described in Section 25 hereof; B. The issuance of the Subscription Shares offered in the Conversion; C. The issuance of Exchange Shares; and D. The completion of the Conversion within the time period specified in Section 3 of this Plan. INTERPRETATION All interpretations of this Plan and application of its provisions to particular circumstances by a majority of the Board of Directors of the
Mutual Holding Company shall be final, subject to the authority of the Bank Regulators. Dated: August 11, 2022 28
EXHIBIT A FORM OF MERGER AGREEMENT BETWEEN FIRST SEACOAST BANCORP, MHC AND FIRST SEACOAST
BANCORP
MERGER AGREEMENT BETWEEN FIRST SEACOAST BANCORP, MHC AND FIRST SEACOAST
BANCORP THIS MERGER AGREEMENT (the MHC Merger Agreement), dated as of ______________, 202___, is made by and
between First Seacoast Bancorp, MHC (the Mutual Holding Company) and First Seacoast Bancorp (the Mid-Tier Holding Company). Capitalized terms have the respective meanings given them in
the Plan of Conversion and Reorganization of First Seacoast Bancorp, MHC (the Plan), unless otherwise defined herein. RECITALS: 1. The Mutual
Holding Company is a federally-chartered mutual holding company that owns approximately _____% of the outstanding common stock of the Mid-Tier Holding Company. 2. The Mid-Tier Holding Company is a federally-chartered corporation that owns 100% of the outstanding
common stock of First Seacoast Bank (the Bank). 3. At least two-thirds of the members
of the boards of directors of the Mutual Holding Company and the Mid-Tier Holding Company have approved this MHC Merger Agreement whereby the Mutual Holding Company shall merge with the Mid-Tier Holding Company with the Mid-Tier Holding Company as the surviving or resulting corporation (the MHC Merger), and have authorized the execution and
delivery thereof. NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto have
agreed as follows: 1. Merger. At and on the Effective Date of the MHC Merger, the Mutual Holding Company will merge with
the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (Resulting Corporation) whereby the shares of Mid-Tier Holding Company common stock held by the Mutual Holding Company will be canceled and Members, who are deemed for these purposes to be owners of the Mutual Holding Company, will constructively receive
liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the Mutual Holding Company. 2. Effective Date. The MHC Merger shall not be effective until and unless the Plan is approved by the Board of Governors of the
Federal Reserve System (the Federal Reserve) after approval of this MHC Merger Agreement by at least: (i) two-thirds of the total votes eligible to be cast by the Stockholders; (ii) a
majority of the total votes eligible to be cast by Minority Stockholders; and (iii) a majority of the votes eligible to be cast by Voting Members, and the Articles of Combination shall have been filed with the Federal Reserve with respect to
the MHC Merger. Approval of the Plan by the Voting Members shall constitute approval of this MHC Merger Agreement by the Voting Members. Approval of the Plan by Stockholders, including the Minority Stockholders, shall constitute approval of this MHC
Merger Agreement by the Stockholders.
3. Name. The name of the Resulting Corporation shall be First Seacoast
Bancorp. 4. Offices. The main office of the Resulting Corporation shall be 633 Central Avenue, Dover, New Hampshire 03820.
5. Directors and Officers. The directors and officers of the Mid-Tier Holding
Company immediately before the Effective Date shall be the directors and officers of the Resulting Corporation after the Effective Date. 6. Rights and Duties of the Resulting Corporation. At the Effective Date, the Mutual Holding Company shall be merged with and
into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the Resulting Corporation. The business of the Resulting Corporation shall be that of a federally
chartered corporation as provided in its Charter. All assets, rights, interests, privileges, powers, franchises and property (real, personal and mixed) of the Mid-Tier Holding Company and the Mutual Holding
Company shall be transferred automatically to and vested in the Resulting Corporation by virtue of the MHC Merger without any deed or other document of transfer. The Resulting Corporation, without any order or action on the part of any court or
otherwise and without any documents of assumption or assignment, shall hold and enjoy all of the properties, franchises and interests, including appointments, powers, designations, nominations and all other rights and interests as the agent or other
fiduciary in the same manner and to the same extent as such rights, franchises, and interests and powers were held or enjoyed by the Mid-Tier Holding Company and the Mutual Holding Company. The Resulting
Corporation shall be responsible for all of the liabilities, restrictions and duties of every kind and description of the Mid-Tier Holding Company and the Mutual Holding Company immediately before the
consummation of the MHC Merger, including liabilities for all debts, obligations and contracts of the Mid-Tier Holding Company and the Mutual Holding Company, matured or unmatured, whether accrued, absolute,
contingent or otherwise and whether or not reflected or reserved against on balance sheets, books of accounts or records of the Mid-Tier Holding Company or the Mutual Holding Company. The stockholders of the Mid-Tier Holding Company shall possess all voting rights with respect to the shares of stock of the Resulting Corporation. All rights of creditors and other obligees and all liens on property of the Mid-Tier Holding Company and the Mutual Holding Company shall be preserved and shall not be released or impaired. 7. Rights of Members and Stockholders. At the Effective Date, the shares of Mid-Tier
Holding Company common stock held by the Mutual Holding Company will be canceled and Members will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership
interests in the Mutual Holding Company. Minority Stockholders rights will remain unchanged. 8. Other Terms. All
terms used in this MHC Merger Agreement shall, unless defined herein, have the meanings set forth in the Plan. The Plan is incorporated herein by this reference and made a part hereof to the extent necessary or appropriate to effect and consummate
the terms of this MHC Merger Agreement and the Conversion. [Signature page immediately follows] A-2
IN WITNESS WHEREOF, the Mutual Holding Company and the
Mid-Tier Holding Company have caused this MHC Merger Agreement to be executed as of the date first above written. ATTEST: A-3
EXHIBIT B FORM OF MERGER AGREEMENT BETWEEN FIRST SEACOAST BANCORP AND FIRST SEACOAST
BANCORP, INC.
MERGER AGREEMENT BETWEEN FIRST SEACOAST BANCORP AND FIRST SEACOAST BANCORP, INC. THIS MERGER AGREEMENT (the Mid-Tier Merger Agreement), dated as of ______________,
202___, is made by and between First Seacoast Bancorp (the Mid-Tier Holding Company) and First Seacoast Bancorp, Inc. (the Holding Company). Capitalized terms have the respective
meanings given them in the Plan of Conversion and Reorganization of First Seacoast Bancorp, MHC (the Plan), unless otherwise defined herein. RECITALS: 1. The Mid-Tier Holding Company is a federally-chartered corporation that owns 100% of the outstanding common stock of First Seacoast Bank (the Bank). 2. The Holding Company is a Maryland-chartered corporation that has been organized to succeed to the operations of the Mid-Tier Holding Company. 3. At least two-thirds of the members
of the boards of directors of the Mid-Tier Holding Company and the Holding Company have approved this Mid-Tier Merger Agreement whereby the Mid-Tier Holding Company will merged with the Holding Company, with the Holding Company as the resulting corporation (the Mid-Tier Merger), and authorized the
execution and delivery thereof. NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the
parties hereto have agreed as follows: 1. Merger. At and on the Effective Date of the
Mid-Tier Merger, the Mid-Tier Holding Company will merge with and into the Holding Company, with the Holding Company as the resulting corporation (the Resulting
Corporation), whereby the Bank will become the wholly-owned subsidiary of the Holding Company. As part of the Mid-Tier Merger, the Members who constructively received liquidation interests in the Mid-Tier Holding Company will exchange the liquidation interests in the Mid-Tier Holding Company that they constructively received in the MHC Merger for interests in the
Liquidation Account, and Minority Stockholders immediately before the consummation of the Conversion will exchange their Minority Shares for Exchange Shares in the Exchange Offering pursuant to the Exchange Ratio. 2. Effective Date. The Mid-Tier Merger shall not be effective until and unless the Plan
is approved by the Board of Governors of the Federal Reserve System (the Federal Reserve) after approval by at least: (i) two-thirds of the votes eligible to be cast by Stockholders;
(ii) a majority of the votes eligible to be cast by Minority Stockholders; and (iii) a majority of the votes eligible to be cast by Voting Members, and the Articles of Combination shall have been filed with the Federal Reserve with respect
to the Mid-Tier Merger and Articles of Merger have been filed with the Maryland Department with respect to the Mid-Tier Merger. Approval of the Plan by the Stockholders,
including the Minority Stockholders, shall constitute approval of this Mid-Tier Merger Agreement by such stockholders.
3. Name. The name of the Resulting Corporation shall be First Seacoast
Bancorp, Inc. 4. Offices. The main office of the Resulting Corporation shall be 633 Central Avenue, Dover, New Hampshire
03820. 5. Directors and Officers. The directors and officers of the Mid-Tier
Holding Company immediately before the Effective Date shall be the directors and officers of the Resulting Corporation after the Effective Date. 6. Rights and Duties of the Resulting Corporation. At the Effective Date, the Mid-Tier
Holding Company shall merge with the Holding Company, with the Holding Company as the Resulting Corporation. The business of the Resulting Corporation shall be that of a Maryland corporation as provided in its Articles of Incorporation. All assets,
rights, interests, privileges, powers, franchises and property (real, personal and mixed) of the Mid-Tier Holding Company and the Holding Company shall be transferred automatically to and vested in the
Resulting Corporation by virtue of the Mid-Tier Merger without any deed or other document of transfer. The Resulting Corporation, without any order or action on the part of any court or otherwise and without
any documents of assumption or assignment, shall hold and enjoy all of the properties, franchises and interests, including appointments, powers, designations, nominations and all other rights and interests as the agent or other fiduciary in the same
manner and to the same extent as such rights, franchises, and interests and powers were held or enjoyed by the Mid-Tier Holding Company and the Holding Company. The Resulting Corporation shall be responsible
for all of the liabilities, restrictions and duties of every kind and description of the Mid-Tier Holding Company and the Holding Company immediately before the consummation of the Mid-Tier Merger, including liabilities for all debts, obligations and contracts of the Mid-Tier Holding Company and the Holding Company, matured or unmatured, whether accrued,
absolute, contingent or otherwise and whether or not reflected or reserved against on balance sheets, books of accounts or records of the Mid-Tier Holding Company or the Holding Company. The stockholders of
the Holding Company shall possess all voting rights with respect to the shares of stock of the Resulting Corporation. All rights of creditors and other obligees and all liens on property of the Mid-Tier
Holding Company and the Holding Company shall be preserved and shall not be released or impaired. 7. Rights of Members and
Stockholders. At the Effective Date, the Members immediately before the consummation of the Conversion will exchange the liquidation rights in the Mid-Tier Holding Company that they constructively received
in the MHC Merger for interests in the Liquidation Account and the Minority Stockholders immediately before the consummation of the Conversion will exchange their Minority Shares for Exchange Shares in the Exchange Offering pursuant to the Exchange
Ratio. All shares of Mid-Tier Holding Company Common Stock held in the treasury and each share of Mid-Tier Holding Company Common Stock owned by the Holding Company, or
any direct or indirect wholly owned subsidiary of the Holding Company or of the Mid-Tier Holding Company immediately before the Effective Date (other than shares held in a fiduciary capacity or in connection
with debts previously contracted) shall, at the Effective Date, cease to exist, and the Certificates for such shares shall be canceled as promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor.
B-2
8. Other Terms. All terms used in this
Mid-Tier Merger Agreement shall, unless defined herein, have the meanings set forth in the Plan. The Plan is incorporated herein by this reference and made a part hereof to the extent necessary or appropriate
to effect and consummate the terms of this Mid-Tier Merger Agreement and the Conversion. [Signature page immediately follows] B-3
IN WITNESS WHEREOF, the Mid-Tier Holding
Company and the Holding Company have caused this Mid-Tier Merger Agreement to be executed as of the date first above written. ATTEST: B-4
Exhibit A
Form of Merger Agreement between First Seacoast Bancorp, MHC and First Seacoast Bancorp
Exhibit B
Form of Merger Agreement between First Seacoast Bancorp and First Seacoast Bancorp, Inc.
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FIRST SEACOAST BANCORP, MHC
ATTEST:
By:
Michael J. Bolduc
James R. Brannen
Secretary
President and Chief Executive Officer
FIRST SEACOAST BANCORP
By:
Michael J. Bolduc
James R. Brannen
Secretary
President and Chief Executive Officer
FIRST SEACOAST BANCORP
ATTEST:
By:
Michael J. Bolduc
James R. Brannen
Secretary
President and Chief Executive Officer
FIRST SEACOAST BANCORP, INC.
By:
Michael J. Bolduc
James R. Brannen
Secretary
President and Chief Executive Officer
Exhibit 3.1
ARTICLES OF INCORPORATION
FIRST SEACOAST BANCORP, INC.
The undersigned, James R. Brannen, whose address is 633 Central Avenue, Dover, New Hampshire 03820, being at least eighteen years of age, acting as incorporator, does hereby form a corporation under the general laws of the State of Maryland, having the following Articles of Incorporation (the Articles):
ARTICLE 1. Name. The name of the corporation is First Seacoast Bancorp, Inc. (herein, the Corporation).
ARTICLE 2. Principal Office. The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202.
ARTICLE 3. Purpose. The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.
ARTICLE 4. Resident Agent. The name and address of the registered agent of the Corporation in the State of Maryland is CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. Said resident agent is a Maryland corporation.
ARTICLE 5. Capital Stock
A. Authorized Stock. The total number of shares of capital stock of all classes that the Corporation has authority to issue is one hundred million (100,000,000) shares, consisting of:
1. Ninety million (90,000,000) shares of common stock, par value one cent ($0.01) per share (the Common Stock); and
2. Ten million (10,000,000) shares of preferred stock, par value one cent ($0.01) per share (the Preferred Stock).
The aggregate par value of all the authorized shares of capital stock is one million dollars ($1,000,000.00). Except to the extent required by governing law, rule or regulation, the shares of capital stock may be issued from time to time by the Board of Directors without further approval of the stockholders of the Corporation. The Corporation shall have the authority to purchase its capital stock out of funds lawfully available therefor, which funds shall include, without limitation, the Corporations unreserved and unrestricted capital surplus. The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), and without action by the stockholders, may amend these Articles to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue. For the purposes of these Articles, the term Whole Board shall mean the total number of directors that the Corporation would have if there were no vacancies on the Board of Directors at the time any such resolution is presented to the Board of Directors for adoption.
B. Common Stock. Except as provided under the terms of any series of Preferred Stock and as limited by Section D of this Article 5, the exclusive voting power shall be vested in the Common Stock. Except as otherwise provided in these Articles, each holder of the Common Stock shall be entitled to one vote for each share of Common Stock standing in the holders name on the books of the Corporation. Subject to any rights and preferences of any series of Preferred Stock, holders of Common Stock shall be entitled to such dividends as may be declared by the Board of Directors out of funds lawfully available therefor. Upon the liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them, respectively, after: (i) payment or provision for payment of the Corporations debts and liabilities; (ii) distributions or provisions for distributions to holders of any class or series of stock having a preference over the Common Stock in the liquidation, dissolution or winding up of the Corporation; and (iii) distributions or provision for distributions in settlement of the Liquidation Account established by the Corporation as described in Section G of this Article 5.
C. Preferred Stock. The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, to establish from time to time the number of shares to be included in each such series, and to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the shares of each such series. The number of authorized shares of the Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required by law or pursuant to the terms of such Preferred Stock. The power of the stockholders to increase or decrease the authorized shares of the Preferred Stock shall not limit any of the powers of the Board of Directors provided under these Articles.
D. Restrictions on Voting Rights of the Corporations Equity Securities.
1. Notwithstanding any other provision of these Articles, in no event shall the record owner (or if more than one record owner, all such record owners taken as a group) of any outstanding Common Stock that is beneficially owned, directly or indirectly, by a Person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns in excess of 10% of the then-outstanding shares of Common Stock (the Limit), be entitled or permitted to any vote in respect of the shares held in excess of the Limit. The number of votes that may be cast by any particular record owner by virtue of the provisions hereof in respect of Common Stock beneficially owned by such Person owning shares in excess of the Limit (a Holder in Excess) shall be a number equal to the total number of votes that a single record owner of all Common Stock owned by such Holder in Excess would be entitled to cast after giving effect to the provisions hereof, multiplied by a fraction, the numerator of which is the number of shares of such class or series that are both (i) beneficially owned by such Holder in Excess and (ii) owned of record by such particular record owner, and the denominator of
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which is the total number of shares of Common Stock beneficially owned by such Holder in Excess. The provisions of this Section D of this Article 5 shall not be applicable if, before the Holder in Excess acquired beneficial ownership of such shares in excess of the Limit, such acquisition was approved by a majority of the Unaffiliated Directors. For this purpose, the term Unaffiliated Director means any member of the Board of Directors who is unaffiliated with the Holder in Excess and was a member of the Board of Directors before the time that the Holder in Excess became such, and any director who is thereafter chosen to fill any vacancy on the Board of Directors and who is elected and who, in either event, is unaffiliated with the Holder in Excess and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of the Unaffiliated Directors then serving on the Board of Directors.
2. The following definitions shall apply to this Section D of this Article 5.
(a) | An affiliate of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. |
(b) | Beneficial ownership shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 (or any successor rule or statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to said Rule 13d-3 as in effect on December 31, 2021; provided, however, that a Person shall, in any event, also be deemed the beneficial owner of any Common Stock: |
(1) | that such Person or any of its affiliates beneficially owns, directly or indirectly; or |
(2) | that such Person or any of its affiliates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of an agreement, contract, or other arrangement with the Corporation to effect any transaction of the type described in clause (i) or (ii) of the first sentence of Article 9 hereof) or upon the exercise of conversion rights, exchange rights, warrants, or options or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such Person nor any such affiliate is otherwise deemed the beneficial owner); or |
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(3) | that are beneficially owned, directly or indirectly, by any other Person with which such first mentioned Person or any of its affiliates acts as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation; and provided further, however, that (i) no director or officer of the Corporation (or any affiliate of any such director or officer) shall, solely by reason of any or all of such directors or officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any Common Stock beneficially owned by any other such director or officer (or any affiliate thereof), and (ii) neither any employee stock ownership plan, or similar plan, of the Corporation or any subsidiary of the Corporation nor any trustee with respect thereto (or any affiliate of such trustee) shall, solely by reason of such capacity of such trustee, be deemed, for any purposes hereof, to beneficially own any Common Stock held under any such plan. For purposes of computing the percentage of beneficial ownership of Common Stock of a Person, the outstanding Common Stock shall include shares deemed owned by such Person through application of this subsection but shall not include any other shares of Common Stock that may be issuable by the Corporation pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise. For all other purposes, the outstanding Common Stock shall include only Common Stock then outstanding and shall not include any Common Stock that may be issuable by the Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise. |
(c) | A Person shall mean any individual, firm, corporation, or other entity. |
(d) | The Board of Directors shall have the power to construe and apply the provisions of this Section D and to make all determinations necessary or desirable to implement such provisions including, but not limited to, matters with respect to (i) the number of shares of Common Stock beneficially owned by any Person, (ii) whether a Person is an affiliate of another, (iii) whether a Person has an agreement, arrangement, or understanding with another as to the matters referred to in the definition of beneficial ownership, (iv) the application of any other definition or operative provision of this Section D to the given facts, or (v) any other matter relating to the applicability or effect of this Section D. |
3. The Board of Directors shall have the right to demand that any Person reasonably believed by the Board of Directors to be a Holder in Excess (or holder of record of Common Stock beneficially owned by any Holder in Excess) supply the Corporation with complete information as to (i) the record owner(s) of all shares beneficially owned by such Holder in
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Excess, and (ii) any other factual matter relating to the applicability or effect of this Section D as may reasonably be requested of such Holder in Excess. The Board of Directors shall further have the right to receive from any Holder in Excess reimbursement for all expenses incurred by the Board in connection with its investigation of any matters relating to the applicability or effect of this Section D on such Holder in Excess, to the extent such investigation is deemed appropriate by the Board of Directors as a result of the Holder in Excess refusing to supply the Corporation with the information described in the previous sentence.
4. Any constructions, applications, or determinations made by the Board of Directors pursuant to this Section D in good faith and on the basis of such information and assistance as was then reasonably available for such purpose, shall be conclusive and binding upon the Corporation and its stockholders.
5. If any provision (or portion thereof) of this Section D shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Section D shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its stockholders that each such remaining provision (or portion thereof) of this Section D remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, including Holders in Excess, notwithstanding any such finding.
E. Majority Vote for Certain Actions. With respect to those actions as to which any provision of the Maryland General Corporation Law (the MGCL) requires stockholder authorization by a greater proportion than a majority of the total number of shares of all classes of capital stock or of the total number of shares of any class of capital stock, any such action shall be valid and effective if authorized by the affirmative vote of the holders of a majority of the total number of shares of all classes outstanding and entitled to vote thereon, except as otherwise provided in these Articles.
F. Quorum. Except as otherwise provided by law or expressly provided in these Articles, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if required, to the provisions of Article 5, Section D) entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders, and every reference in these Articles to a majority or other proportion of capital stock (or the holders thereof) for purposes of determining any quorum requirement or any requirement for stockholder consent or approval shall be deemed to refer to such majority or other proportion of the votes (or the holders thereof) then entitled to be cast in respect of such capital stock.
G. Liquidation Account. Under regulations of the Board of Governors of the Federal Reserve System, the Corporation must establish and maintain a liquidation account (the Liquidation Account) for the benefit of certain Eligible Account Holders and Supplemental Eligible Account Holders as defined in the Plan of Conversion and Reorganization of First Seacoast Bancorp, MHC, as may be amended from time to time (the Plan of Conversion). In the event of a complete liquidation involving (i) the Corporation or (ii) First Seacoast Bank, a
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federally-chartered savings bank that will be a wholly-owned subsidiary of the Corporation, the Corporation must comply with the regulations of the Board of Governors of the Federal Reserve System and the provisions of the Plan of Conversion with respect to the amount and priorities of each Eligible Account Holders and Supplemental Eligible Account Holders interests in the Liquidation Account. The interest of an Eligible Account Holder or Supplemental Eligible Account Holder in the Liquidation Account does not entitle either such account holder to voting rights.
ARTICLE 6. Preemptive Rights and Appraisal Rights.
A. Preemptive Rights. Except for preemptive rights approved by the Board of Directors pursuant to a resolution approved by a majority of the directors then in office, no holder of the capital stock of the Corporation or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued capital stock of any class or series, or any unissued bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for capital stock of any class or series or carrying any right to purchase stock of any class or series.
B. Appraisal Rights. Holders of shares of capital stock of the Corporation shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, pursuant to a resolution approved by a majority of the directors then in office, shall determine that such rights apply with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.
ARTICLE 7. Directors. The following provisions are made a part of these Articles for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
A. Management of the Corporation. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. All powers of the Corporation may be exercised by or under the authority of the Board of Directors, except as conferred on or as reserved to the stockholders by law, by these Articles or by the Bylaws of the Corporation; provided, however, that any limitations on the Board of Directors management or direction of the affairs of the Corporation shall reserve the directors full power to discharge their fiduciary duties.
B. Number, Class and Terms of Directors; No Cumulative Voting. The number of directors constituting the Board of Directors of the Corporation shall initially be nine (9), which number may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, however, that such number shall never be less than the minimum number of directors required by the MGCL now or hereafter in force. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes, with the term of office of the first class (Class I) to expire at the conclusion of the first
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annual meeting of stockholders, the term of office of the second class (Class II) to expire at the conclusion of the annual meeting of stockholders one year thereafter and the term of office of the third class (Class III) to expire at the conclusion of the annual meeting of stockholders two years thereafter, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election or for such shorter period of time as the Board of Directors may determine, with each director to hold office until his or her term expires and until his or her successor shall have been duly elected and qualified.
The names of the individuals who will serve as the initial directors of the Corporation until their successors are elected and qualify are as follows:
Term to Expire in 2023:
James R. Brannen
James Jalbert
Paula J. Williamson-Reid
Term to Expire in 2024:
Thomas J. Jean
Erica A. Johnson
Janet Sylvester
Term to Expire in 2025:
Michael J. Bolduc
Mark P. Boulanger
Dana C. Lynch
Stockholders shall not be permitted to cumulate their votes in the election of directors. A plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director.
C. Vacancies. Any vacancies in the Board of Directors may be filled in the manner provided in the Bylaws of the Corporation.
D. Removal. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5 hereof) voting together as a single class.
E. Stockholder Proposals and Nominations of Directors. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation. Stockholder proposals to be presented in connection with a special meeting of stockholders shall be presented by the Corporation only to the extent required by Section 2-502 of the MGCL and the Bylaws of the Corporation.
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ARTICLE 8. Bylaws. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of the Corporation required by law or by these Articles, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5 hereof), voting together as a single class, shall be required for the adoption, amendment or repeal of any provisions of the Bylaws of the Corporation by the stockholders.
ARTICLE 9. Evaluation of Certain Offers. The Board of Directors, when evaluating (i) any offer of another Person (as defined below) to (A) make a tender or exchange offer for any equity security of the Corporation, (B) merge or consolidate the Corporation with another corporation or entity, or (C) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation or (ii) any other actual or proposed transaction that would or may involve a change in control of the Corporation (whether by purchases of shares of capital stock or any other securities of the Corporation in the open market or otherwise, tender offer, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of the assets of the Corporation, proxy solicitation or otherwise), may, in connection with the exercise of its business judgment in determining what is in the best interests of the Corporation and its stockholders and in making any recommendation to the Corporations stockholders, give due consideration to all relevant factors, including, but not limited to: (A) the economic effect, both immediate and long-term, upon the Corporations stockholders, including stockholders, if any, who do not participate in the proposed transaction; (B) the social and economic effect on the present and future employees, creditors and customers of, and others dealing with, the Corporation and its subsidiaries and on the communities in which the Corporation and its subsidiaries operate or are located; (C) whether the proposal is acceptable based on the historical, current or projected future operating results or financial condition of the Corporation; (D) whether a more favorable price could be obtained for the Corporations capital stock or other securities in the future; (E) the reputation and business practices of the other entity to be involved in the transaction and its management and affiliates as they would affect the employees of the Corporation and its subsidiaries; (F) the future value of the capital stock or any other securities of the Corporation or the other entity to be involved in the proposed transaction; (G) any antitrust or other legal and regulatory issues that are raised by the proposal; (H) the business and historical, current or expected future financial condition or operating results of the other entity to be involved in the transaction, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the proposed transaction, and other likely financial obligations of the other entity to be involved in the proposed transaction; and (I) the ability of the Corporation to fulfill its objectives as a financial institution holding company and on the ability of its subsidiary financial institution(s) to fulfill the objectives of a federally-insured financial institution under applicable statutes and regulations. If the Board of Directors determines that any proposed transaction of the type described in clause (i) or (ii) of
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the immediately preceding sentence should be rejected, it may take any lawful action to defeat such proposed transaction, including, but not limited to, any or all of the following: advising stockholders not to accept the proposal; instituting litigation against the party making the proposal; filing complaints with governmental and regulatory authorities; acquiring the capital stock or any of the securities of the Corporation; selling or otherwise issuing authorized but unissued capital stock or other securities or granting options or rights with respect thereto; and obtaining a more favorable offer from another individual or entity. This Article 9 sets forth certain factors that may be considered by the Board of Directors, but does not create any implication concerning the factors that must be considered, or any other factors that may or may not be considered, by the Board of Directors regarding any proposed transaction of the type described in clause (i) or (ii) of the first sentence of this Article 9.
For purposes of this Article 9, a Person shall include an individual, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group or entity formed for the purpose of acquiring, holding or disposing of securities.
ARTICLE 10. Indemnification, etc. of Directors and Officers.
A. Indemnification. The Corporation shall indemnify (i) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (ii) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
B. Procedure. If a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances if it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of the indemnitees good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the
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applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination before the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.
C. Non-Exclusivity. The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporations Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.
D. Insurance. The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.
E. Miscellaneous. The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitees heirs, executors and administrators.
F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.
G. Repeal or Modification. Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of any indemnitee or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.
ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in
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money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Persons action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.
ARTICLE 12: Selection of Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporations stockholders, (iii) any action asserting a claim arising pursuant to any provision of the MGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Maryland, in all cases subject to the courts having personal jurisdiction over the indispensible parties named as defendants. The provisions of this Article 12 shall not apply to claims arising under the federal securities laws. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article 12.
ARTICLE 13. Amendment of the Articles of Incorporation. The Corporation reserves the right to amend or repeal any provision contained in these Articles in the manner prescribed by the MGCL, including any amendment altering the terms or contract rights, as expressly set forth in these Articles, of any of the Corporations outstanding capital stock by classification, reclassification or otherwise, and no stockholder approval shall be required if the approval of stockholders is not required for the proposed amendment or repeal by the MGCL, and all rights conferred upon stockholders are granted subject to this reservation.
The Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), and without action by the stockholders, may amend these Articles to increase or decrease the aggregate number of shares of capital stock or the number of shares of capital stock of any class or series that the Corporation has authority to issue.
No proposed amendment or repeal of any provision of these Articles shall be submitted to a stockholder vote unless the Board of Directors shall have (1) approved the proposed amendment or repeal, (2) determined that it is advisable, and (3) directed that it be submitted for consideration at either an annual or special meeting of the stockholders pursuant to a resolution approved by the Board of Directors. Any proposed amendment or repeal of any provision of these Articles may be abandoned by the Board of Directors at any time before its effective time upon the adoption of a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number).
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The amendment or repeal of any provision of these Articles shall be approved by at least two-thirds (2/3) of all votes entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote on the matter (after giving due effect to the provisions of Article 5 of these Articles), except that the proposed amendment or repeal of any provision of these Articles need only be approved by the vote of a majority of all the votes entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote on the matter (after giving due effect to the provisions of Article 5 of these Articles) if the amendment or repeal of such provision is approved by the Board of Directors pursuant to a resolution approved by at least two-thirds (2/3) of the Whole Board (rounded up to the nearest whole number).
Notwithstanding any other provision of these Articles or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by these Articles, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (after giving effect to the provisions of Article 5), voting together as a single class, shall be required to amend or repeal this Article 13, Section C, D, E or F of Article 5, Article 7 (other than the removal of the list of initial directors), Article 8, Article 9, Article 10, Article 11 or Article 12.
ARTICLE 14. Name and Address of Incorporator. The name and mailing address of the sole incorporator are as follows:
James R. Brannen
633 Central Avenue
Dover, New Hampshire 03820
[Signature Page Immediately Follows]
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I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Maryland, do make, file and record these Articles of Incorporation, do certify that the facts herein stated are true, and, accordingly, have hereto set my hand this 2nd day of September , 2022.
/s/ James R. Brannen |
James R. Brannen |
Incorporator |
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Exhibit 3.2
FIRST SEACOAST BANCORP, INC.
BYLAWS
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting.
The Corporation shall hold an annual meeting of its stockholders to elect directors and to transact any other business within its powers, at such place, on such date and at such time as the Board of Directors shall fix. Failure to hold an annual meeting does not invalidate the Corporations existence or affect any otherwise valid corporate act.
Section 2. Special Meetings.
Special meetings of stockholders of the Corporation may be called by the President, the Chief Executive Officer or the Chairperson of the Board or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies on the Board of Directors (hereinafter the Whole Board). Special meetings of the stockholders shall be called by the Secretary at the request of stockholders only on the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting. Such written request shall state the purpose or purposes of the meeting and the matters proposed to be acted upon at the meeting, and shall be delivered at the principal office of the Corporation addressed to the President or the Secretary. The Secretary shall inform the stockholders who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting and, upon payment of these costs to the Corporation, notify each stockholder entitled to notice of the meeting. The Board of Directors shall have the sole power to fix (i) the record date for determining stockholders entitled to request a special meeting of stockholders and the record date for determining stockholders entitled to notice of and to vote at the special meeting and (ii) the date, time and place of the special meeting and the means of remote communication, if any, by which stockholders and proxy holders may be considered present in person and may vote at the special meeting.
Section 3. Notice of Meetings; Adjournment or Postponement.
Not less than ten (10) nor more than ninety (90) days before each stockholders meeting, the Secretary shall give notice of the meeting in writing or by electronic transmission to each stockholder entitled to vote at the meeting and to each other stockholder entitled to notice of the meeting. The notice shall state the time and place of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at the meeting, and, if the meeting is a special meeting, or notice of the purpose is required by statute, the purpose of the meeting. Notice is given to a stockholder when it is personally delivered to the stockholder, left at the stockholders residence or usual place of business, mailed to the stockholder at the stockholders address as it appears on the records of the Corporation, or transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. If the
Corporation has received a request from a stockholder that notice not be sent by electronic transmission, the Corporation may not provide notice to the stockholder by electronic transmission. Notwithstanding the foregoing provisions, each person who is entitled to notice waives notice if such person, before or after the meeting, delivers a written waiver or waiver by electronic transmission which is filed with the records of the stockholders meetings, or if such person is present at the meeting in person or by proxy.
A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than one hundred twenty (120) days after the original record date. A meeting may be adjourned by a resolution adopted by a majority of the Whole Board or by the vote of a majority of the stockholders present at the meeting, whether or not a quorum is present at such meeting. At any adjourned meeting, any business may be transacted that might have been transacted at the original meeting.
A meeting of stockholders may be postponed to a date not more than one hundred twenty (120) days after the original record date. A meeting may be postponed by a resolution adopted by a majority of the Whole Board. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten (10) days before such date and otherwise in the manner set forth in this Section 3. At any postponed meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled.
If a meeting shall be adjourned or postponed to a date not more than one hundred twenty (120) days after the original record date, a new record date need not be established, and the original record date may be used for the purpose of determining which stockholders are entitled to notice of, and to vote at, the adjourned or postponed meeting. Any writing authorizing another person to act as proxy at a meeting of stockholders shall remain valid for use at any adjournment or postponement of such meeting unless such proxy is revoked or a later dated proxy is provided by such stockholder.
As used in these Bylaws, the term electronic transmission shall have the meaning given to such term by Section 1-101 of the Maryland General Corporation Law (the MGCL) or any successor provision.
Section 4. Quorum.
Unless the Articles of Incorporation provide otherwise, where a separate vote by a class or classes is required, a majority of the shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairperson of the meeting or the holders of a majority of the shares of stock who are present at the meeting, in person or by proxy, may, in accordance with Section 3 of this Article I, adjourn the meeting to another place, date or time.
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Section 5. Organization and Conduct of Business.
The Chairperson of the Board of Directors or the Vice Chairperson of the Board, if any, or in their absence, the Chief Executive Officer, or in his or her absence, such other person as may be designated by a majority of the Whole Board, shall call to order any meeting of the stockholders and act as chairperson of the meeting. In the absence of the Secretary, the secretary of the meeting shall be such person as the chairperson of the meeting appoints. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her to be in order.
Section 6. Advance Notice Provisions for Business to be Transacted at Annual Meetings and Elections of Directors.
(a) At any annual meeting of the stockholders, unless otherwise required by law, only such business shall be conducted as shall have been brought before the meeting: (i) as specified in the Corporations notice of the meeting; (ii) by or at the direction of the Board of Directors; or (iii) by any stockholder of the Corporation who (a) is a stockholder of record on the date such stockholder gives the notice provided for in this Section 6(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting, and (b) complies with the notice procedures set forth in this Section 6(a). For business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of the immediately preceding sentence, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such business must otherwise be a proper matter for action by stockholders.
To be timely, a stockholders notice must be delivered or mailed to and received by the Secretary at the principal executive office of the Corporation not less than ninety (90) days nor more than one hundred (100) days before the anniversary of the prior years annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than thirty (30) days before the anniversary of the prior years annual meeting of stockholders, such written notice shall be timely only if delivered or mailed to and received by the Secretary of the Corporation at the principal executive office of the Corporation no earlier than the day on which public disclosure of the date of such annual meeting is first made and not later than the 10th day following the earlier of the day notice of the meeting was mailed to stockholders or such public disclosure was made.
The advance notice periods provided in this Section 6(a), once established by the initial notice or public disclosure of a date for the annual meeting of stockholders, shall remain in effect regardless of whether a subsequent notice or public disclosure shall provide that the meeting shall have been adjourned or that the date of the meeting shall have been postponed or otherwise changed from the date provided in the initial notice or public disclosure.
A stockholders notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such stockholder as they appear on the Corporations books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder and such beneficial owner; (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
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Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this Section 6(a). The chairperson of the meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 6(a) and, if he or she should so determine, he or she shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.
At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting pursuant to the Corporations notice of the meeting.
(b) Only persons who are nominated according with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders at which directors are to be elected only: (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who (1) is a stockholder of record on the date such stockholder gives the notice provided for in this Section 6(b) and on the record date for the determination of stockholders entitled to vote at such meeting and (2) complies with the notice procedures set forth in this Section 6(b) and the requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations promulgated thereunder. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation.
To be timely, a stockholders notice must be delivered or mailed to and received by the Secretary at the principal executive office of the Corporation not less than ninety (90) days nor more than one hundred (100) days before the anniversary of the prior years annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than thirty (30) days before the anniversary of the prior years annual meeting of stockholders, such written notice shall be timely only if delivered or mailed to and received by the Secretary of the Corporation at the principal executive office of the Corporation no earlier than the day on which public disclosure of the date of such annual meeting is first made and not later than the tenth (10th) day following the earlier of the day notice of the meeting was mailed to stockholders or such public disclosure was made.
The advance notice periods provided in this Section 6(b), once established by the initial notice or public disclosure of a date for the annual meeting of stockholders, shall remain in effect regardless of whether a subsequent notice or public disclosure shall provide that the meeting shall have been adjourned or that the date of the meeting shall have been postponed or otherwise changed from the date provided in the initial notice or public disclosure.
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A stockholders notice must be in writing and set forth (i) as to each person whom the stockholder proposes to nominate for election as a director, (a) all information relating to such person that would indicate such persons qualification to serve on the Board of Directors of the Corporation; (b) an affidavit that such person would not be disqualified under the provisions of Article II, Section 12 of these Bylaws; (c) such information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, or any successor rule or regulation; and (d) a written consent of each proposed nominee to be named as a nominee, including in proxy materials relating to the meeting to nominate the nominee(s), and to serve as a director if elected; and (ii) as to the stockholder giving the notice: (a) the name and address of such stockholder as they appear on the Corporations books and of the beneficial owner, if any, on whose behalf the nomination is made; (b) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder and such beneficial owner; (c) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (d) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; (e) whether such stockholder intends to solicit proxies in support of director nominees other than the Corporations nominees in accordance with the Exchange Act and the rules and regulations promulgated thereunder; and (f) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation. Upon request by the Corporation, if a stockholder provides notice of its intent to solicit proxies in support of director nominees other than the Corporations nominees in accordance with the Exchange Act and the rules and regulations promulgated thereunder, the stockholder shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting of stockholders, reasonable evidence that it has met the requirements of the Exchange Act and the rules and regulations promulgated thereunder. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 6(b). The chairperson of the meeting shall, if the facts so warrant, determine that a nomination was not made in accordance with such provisions and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Furthermore, unless otherwise required by law, if any stockholder (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (ii) subsequently fails to comply with any requirements of Rule 14a-19 under the Exchange Act or any other rules or regulations thereunder, then the Corporation shall disregard any proxies or votes solicited for such nominees and such nomination shall be disregarded.
(c) For purposes of subsections (a) and (b) of this Section 6, the term public disclosure shall mean disclosure (i) in a press release issued through a nationally-recognized news service, (ii) in a document publicly filed or furnished by the Corporation with the United States Securities and Exchange Commission or (iii) on a website maintained by the Corporation. The timely notice requirements provided in subsections (a) and (b) of this Section 6 shall apply to all stockholder nominations for election as a director and all stockholder proposals for business to be conducted at an annual meeting regardless of whether such proposal is submitted for inclusion in the Corporations proxy materials pursuant to Rule 14a-8 of Regulation 14A under the Exchange Act or whether such nomination is submitted for inclusion in the Corporations proxy materials pursuant to Rule 14a-19 of Regulation 14A under the Exchange Act.
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Section 7. Proxies and Voting.
Unless the Articles of Incorporation provide for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of capital stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders; however, a share is not entitled to be voted if any installment payable on it is overdue and unpaid. In all elections for directors, directors shall be determined by a plurality of the votes cast, and except as otherwise required by law or as provided in the Articles of Incorporation, all other matters voted on by stockholders shall be determined by a majority of the votes cast on the matter.
A stockholder may vote the capital stock the stockholder owns of record either in person or by proxy. A stockholder may sign a writing authorizing another person to act as proxy. Signing may be accomplished by the stockholder or the stockholders authorized agent signing the writing or causing the stockholders signature to be affixed to the writing by any reasonable means, including facsimile signature. A stockholder may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization for the person to act as the proxy to the person authorized to act as proxy or to any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization. The authorization may be transmitted by a telegram, cablegram, datagram, electronic mail or any other electronic or telephonic means. Unless a proxy provides otherwise, a proxy is not valid more than 11 months after its date. A proxy is revocable by a stockholder at any time without condition or qualification unless the proxy states that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable for as long as it is coupled with an interest. The interest with which a proxy may be coupled includes an interest in the capital stock to be voted under the proxy or another general interest in the Corporation or its assets or liabilities.
Section 8. Conduct of Voting
The Board of Directors shall, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, to act at the meeting or any adjournment thereof and make a written report thereof, in accordance with applicable law. If one or more inspectors are not so elected, the chairperson of the meeting shall make such appointment at the meeting of stockholders. At all meetings of stockholders, the proxies and ballots shall be received, and all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided or determined by the inspector of election. All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or his or her proxy or the chairperson of the meeting, a written vote shall be taken. Every written vote shall be taken by ballot, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. No candidate for election as a director at a meeting shall serve as an inspector at such meeting.
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Section 9. Control Share Acquisition Act.
Notwithstanding any other provision of the Articles of Incorporation or these Bylaws, Title 3, Subtitle 7 of the MGCL (or any successor statute) shall not apply to any acquisition by any person of shares of capital stock of the Corporation. This Section 9 may be repealed by a majority of the Whole Board, in whole or in part, at any time, whether before or after an acquisition of Control Shares (as defined in Section 3-701(d) of the MGCL, or any successor provision) and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent Control Share Acquisition (as defined in Section 3-701(d) of the MGCL, or any successor provision).
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers, Number and Term of Office.
The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation shall, by virtue of the Corporations election made hereby to be governed by Section 3-804(b) of the MGCL, be fixed from time to time exclusively by vote of the Board of Directors; provided, however, that such number shall never be less than the minimum number of directors required by the MGCL now or hereafter in force. The Board of Directors shall annually elect a Chairperson of the Board from among its members and shall designate the Chairperson of the Board or his or her designee to preside at its meetings. The Board of Directors may also annually elect a Vice Chairperson. In the absence of the Chairperson of the Board, the Vice Chairperson of the Board shall preside at the meetings of the Board of Directors, and in his or her absence such other person as may be designated by a majority of the Whole Board shall preside at the meetings of the Board of Directors.
The directors, other than those who may be elected by the holders of any series of preferred stock of the Corporation, shall be divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the first annual meeting of stockholders, the term of office of the second class to expire at the annual meeting of stockholders one year thereafter and the term of office of the third class to expire at the annual meeting of stockholders two years thereafter, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the first annual meeting, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election or for such shorter period of time as the Board of Directors may determine, with each director to hold office until his or her successor shall have been duly elected and qualified.
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Section 2. Vacancies and Newly Created Directorships.
By virtue of the Corporations election made hereby to be subject to Section 3-804(c) of the MGCL, any vacancies in the Board of Directors resulting from an increase in the size of the Board of Directors or the death, resignation or removal of a director may be filled only by the affirmative vote of two-thirds (2/3) of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
Section 3. Regular Meetings.
Regular meetings of the Board of Directors shall be held at such place or places or by means of remote communication, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required. Any regular meeting of the Board of Directors may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number), by the Chairperson of the Board, by the Vice Chairperson of the Board or by the Chief Executive Officer, and shall be held at such place or by means of remote communication, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director who has not waived notice by mailing and post-marking written notice not less than five (5) days before the meeting, or by facsimile or other electronic transmission of the same not less than twenty four (24) hours before the meeting. Any director may waive notice of any special meeting, either before or after such meeting, by delivering a written waiver or a waiver by electronic transmission that is filed with the records of the meeting. Attendance of a director at a special meeting shall constitute a waiver of notice of such meeting, except where the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any special meeting of the Board of Directors need be specified in the notice of such meeting. Any special meeting of the Board of Directors may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.
Section 5. Quorum.
At any meeting of the Board of Directors, a majority of the Whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.
Section 6. Participation in Meetings By Conference Telephone or by Other Electronic Communications Equipment.
Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone or by means of other electronic communications equipment if all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at such meeting.
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Section 7. Conduct of Business.
At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided in these Bylaws or the Articles of Incorporation or required by law. Action may be taken by the Board of Directors without a meeting if a unanimous consent which sets forth the action is given in writing or by electronic transmission by each member of the Board of Directors and filed in paper or electronic form with the minutes of proceedings of the Board of Directors.
Section 8. Powers.
All powers of the Corporation may be exercised by or under the authority of the Board of Directors except as provided by the Articles of Incorporation. Consistent with the foregoing, the Board of Directors shall have, among other powers, the unqualified power:
(i) | To declare dividends from time to time in accordance with law; |
(ii) | To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine; |
(iii) | To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith; |
(iv) | To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being; |
(v) | To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents; |
(vi) | To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; |
(vii) | To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and |
(viii) | To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporations business and affairs. |
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Section 9. Compensation of Directors.
Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.
Section 10. Resignation.
Any director may resign at any time by giving written notice of such resignation to the Chairperson, the President or the Secretary at the principal office of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.
Section 11. Presumption of Assent.
A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to such action unless such director announces his or her dissent at the meeting and (a) such directors dissent is entered in the minutes of the meeting, (b) such director files his or her written dissent to such action with the secretary of the meeting before the adjournment thereof, or (c) such director forwards his or her written dissent within twenty four (24) hours after the meeting is adjourned, by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, to the secretary of the meeting or the Secretary of the Corporation. Such right to dissent shall not apply to a director who voted in favor of such action or failed to make his or her dissent known at the meeting.
Section 12. Director Qualifications.
(a) No person shall be eligible for election or appointment to the Board of Directors: (i) if a financial or securities regulatory agency has, within the past ten years, issued a cease and desist, consent or other formal order, other than a civil money penalty, against such person, which order is subject to public disclosure by such agency; (ii) if such person has been convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law; (iii) if such person is currently charged in any information, indictment, or other complaint with the commission of or participation in such a crime; or (iv) other than the persons appointed as initial directors in connection with the formation of the Corporation and other than persons who are also executive officers of the Corporation or of the Corporations banking subsidiary, First Seacoast Bank, if such person did not, at the time of his or her first election or appointment to the Board of Directors, maintain his or her principal residence (as determined by reference to such persons most recent tax returns, copies of which shall be provided to the Corporation for the sole purpose of determining compliance with this clause (iv)) within a county in which the Corporation or any subsidiary thereof maintains an office (including a loan production office), or in any county contiguous to a county in which the Corporation or any subsidiary thereof maintains an office (including a loan production office) for a period of at least one (1) year before the date of his or her purported nomination, election or appointment to the Board of Directors. No person may serve on the Board of Directors if such person is: (w) at the same time, a director, officer, employee or 10% or more stockholder of a bank, savings institution, credit union, mortgage banking company,
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consumer loan company or similar organization, other than a subsidiary of the Corporation, that engages in financial services related business activities or solicits customers, whether through a physical presence or electronically, in the same market area as the Corporation or any of its subsidiaries; (x) does not agree in writing to comply with all of the Corporations policies applicable to directors including but not limited to its confidentiality policy and confirm in writing his or her qualifications hereunder; (y) is a party to any agreement, understanding or arrangement with a party other than the Corporation or a subsidiary that (1) provides him or her with material benefits which are tied to or contingent on the Corporation entering into a merger, sale of control or similar transaction in which it is not the surviving institution, (2) materially limits his or her voting discretion as a member of the Board of Directors of the Corporation, or (3) materially impairs his or her ability to discharge his or her fiduciary duties with respect to the fundamental strategic direction of the Corporation; or (z) has lost more than one election for service as a director of the Corporation.
(b) No person seventy (70) years of age or older shall be eligible for election, reelection, appointment, or reappointment to the Board of Directors of the Corporation. No director shall serve as such beyond December 31st of the year in which he or she becomes seventy (70) years of age.
(c) The Board of Directors shall have the power to construe and apply the provisions of this Section 12 and to make all determinations necessary or desirable to implement such provisions.
Section 13. Attendance at Board Meetings.
The Board of Directors shall have the right to remove any director from the board upon a directors unexcused absence from (i) three consecutive regularly scheduled meetings of the Board of Directors, or (ii) three regularly scheduled meetings of the Board of Directors in any fiscal year of the Corporation.
ARTICLE III
COMMITTEES
Section 1. Committees of the Board of Directors.
(a) General Provisions. The Board of Directors may appoint from among its members an audit committee, a compensation committee, a nominating and corporate governance committee, and such other committees as the Board of Directors deems necessary or desirable. The Board of Directors may delegate to any committee so appointed any of the powers and authorities of the Board of Directors to the fullest extent permitted by the MGCL and any other applicable law.
(b) Composition. Each committee shall be composed of one or more directors or any other number of members specified in these Bylaws or required by applicable regulations or stock exchange rules. The Chairperson of the Board may recommend committees, committee memberships, and committee chairs to the Board of Directors. The Board of Directors shall have the power at any time to appoint the chairperson and the members of any committee, change the
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membership of any committee, to fill all vacancies on committees, to designate alternate members to replace or act in the place of any absent or disqualified member of a committee, or to dissolve any committee. A member of a committee may resign from that committee at any time by giving written notice of such resignation to the Chairperson of the Board. Unless otherwise specified therein, such resignation from the committee shall take effect upon receipt thereof.
(c) Issuance of Capital Stock. If the Board of Directors has given general authorization for the issuance of capital stock providing for or establishing a method or procedure for determining the maximum number of shares to be issued, a committee of the Board of Directors, in accordance with that general authorization or any stock option or other plan or program adopted by the Board of Directors, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any capital stock may be issued, including all terms and conditions required or permitted to be established or authorized by the Board of Directors. Any committee so designated may exercise the power and authority of the Board of Directors if the resolution that designated the committee or a supplemental resolution of the Board of Directors shall so provide.
Section 2. Conduct of Business.
Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if a unanimous consent which sets forth the action is given in writing or by electronic transmission by each member of the committee and filed in paper or electronic form with the minutes of the proceedings of such committee. The members of any committee may conduct any meeting thereof by conference telephone or other communications equipment in accordance with the provisions of Section 6 of Article II.
ARTICLE IV
OFFICERS
Section 1. Generally.
(a) The Board of Directors as soon as may be practicable after the annual meeting of stockholders shall choose a Chairperson of the Board, a President, a Secretary and a Chief Financial Officer/Treasurer and from time to time may choose such other officers as it may deem proper. Any number of offices may be held by the same person, except that no person may concurrently serve as both President and Vice President of the Corporation.
(b) The term of office of all officers shall be until the next annual election of officers and until their respective successors are chosen, but any officer may be removed from office at any time by the affirmative vote of a majority of the Whole Board.
(c) All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.
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Section 2. Chairperson of the Board of Directors.
The Chairperson of the Board of Directors of the Corporation shall perform all duties and have all powers which are commonly incident to the office of Chairperson of the Board or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation that are authorized.
Section 3. Vice Chairperson of the Board of Directors.
If appointed, the Vice Chairperson of the Board of Directors of the Corporation shall perform all duties and have all powers which are commonly incident to the office of Chairperson of the Board, with such duties to be performed and powers to be held in the absence of the Chairperson of the Board, or which are delegated to him or her by the Board of Directors.
Section 4. Chief Executive Officer.
If appointed, the Chief Executive Officer, subject to the control of the Board of Directors, shall serve in general executive capacity and have general power over the management and oversight of the administration and operation of the Corporations business and general supervisory power and authority over its policies and affairs. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.
Section 5. President.
The President shall perform the duties of the Chief Executive Officer in the Chief Executive Officers absence or during his or her disability to act. In addition, the President shall perform the duties and exercise the powers usually incident to their respective office and/or such other duties and powers as may be properly assigned to the President from time to time by the Board of Directors, the Chairperson of the Board or the Chief Executive Officer.
Section 6. Vice President.
The Vice President or Vice Presidents (including Executive Vice Presidents or other levels of Vice President designated by the Board of Directors), if any, shall perform the duties of the Chief Executive Officer in the absence of both the Chief Executive Officer and the President, or during their disability to act. In addition, the Vice Presidents shall perform the duties and exercise the powers usually incident to their respective office and/or such other duties and powers as may be properly assigned to the Vice Presidents from time to time by the Board of Directors, the Chairperson of the Board or the Chief Executive Officer.
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Section 7. Secretary.
The Secretary or an Assistant Secretary shall issue notices of meetings, shall keep the minutes of meetings, shall have charge of the seal and the corporate books, shall perform such other duties and exercise such other powers as are usually incident to such offices and/or such other duties and powers as are properly assigned thereto by the Board of Directors, the Chairperson of the Board or the Chief Executive Officer.
Section 8. Chief Financial Officer/Treasurer.
The Chief Financial Officer/Treasurer shall have charge of all monies and securities of the Corporation, other than monies and securities of any division of the Corporation that has a treasurer or financial officer appointed by the Board of Directors, and shall keep regular books of account. The funds of the Corporation shall be deposited in the name of the Corporation by the Chief Financial Officer/Treasurer with such banks or trust companies or other entities as the Board of Directors from time to time shall designate. The Chief Financial Officer/Treasurer shall sign or countersign such instruments as require his or her signature, shall perform all such duties and have all such powers as are usually incident to such office and/or such other duties and powers as are properly assigned to him or her by the Board of Directors, the Chairperson of the Board or the Chief Executive Officer, and may be required to give bond for the faithful performance of his or her duties in such sum and with such surety as may be required by the Board of Directors.
Section 9. Other Officers.
The Board of Directors may designate and fill such other offices in its discretion and the persons holding such other offices shall have such powers and shall perform such duties as the Board of Directors or Chief Executive Officer may from time to time assign.
Section 10. Action with Respect to Securities of Other Corporations.
Securities of other corporations or associations, registered in the name of the Corporation, may be voted by the Chief Executive Officer, the President, a Vice President, or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.
ARTICLE V
STOCK
Section 1. Certificates of Stock.
The Board of Directors may determine to issue certificated or uncertificated shares of capital stock and other securities of the Corporation. For certificated stock, each stockholder is entitled to certificates which represent and certify the shares of stock the stockholder holds in the Corporation. Each stock certificate shall include on its face the name of the Corporation, the name of the stockholder or other person to whom it is issued, and the class of stock and number of shares it represents. It shall also include on its face or back (a) a statement of any restrictions on transferability and a statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue, of the differences in the relative rights and preferences between the shares of each series of
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preferred stock which the Corporation is authorized to issue, to the extent they have been set, and of the authority of the Board of Directors to set the relative rights and preferences of subsequent series of preferred stock or (b) a statement which provides in substance that the Corporation will furnish a full statement of such information to any stockholder on request and without charge. Such request may be made to the Secretary or to the Corporations transfer agent. Upon the issuance of uncertificated shares of capital stock, the Corporation shall send the stockholder a written statement of the same information required above with respect to stock certificates. Each stock certificate shall be in such form, not inconsistent with law or with the Articles of Incorporation, as shall be approved by the Board of Directors or any officer or officers designated for such purpose by resolution of the Board of Directors. Each stock certificate shall be signed by the Chairperson of the Board, the President, or a Vice-President, and countersigned by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each certificate may be sealed with the actual corporate seal or a facsimile of it or in any other form and the signatures may be either manual or facsimile signatures. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. A certificate may not be issued until the stock represented by it is fully paid.
Section 2. Transfers of Stock.
Transfers of capital stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the capital stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.
Section 3. Record Dates or Closing of Transfer Books.
The Board of Directors may, and shall have the power to, set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to notice of a meeting, vote at a meeting, receive a dividend, or be allotted other rights. The record date may not be before the close of business on the day the record date is fixed nor, subject to Section 3 of Article I of these Bylaws, more than ninety (90) days before the date on which the action requiring the determination will be taken; the transfer books may not be closed for a period longer than twenty (20) days; and, in the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten (10) days before the date of the meeting. Any shares of the Corporations own stock acquired by the Corporation between the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders and the time of the meeting may be voted at the meeting by the holder of record as of the record date and shall be counted in determining the total number of outstanding shares entitled to be voted at the meeting.
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Section 4. Lost, Stolen or Destroyed Certificates.
The Board of Directors of the Corporation may determine the conditions for issuing a new stock certificate in place of one which is alleged to have been lost, stolen, or destroyed, or the Board of Directors may delegate such power to any officer or officers of the Corporation or to the transfer agent designated to transfer shares of the stock of the Corporation. In their discretion, the Board of Directors or such officer or officers may require the owner of the certificate to give a bond, with sufficient surety, to indemnify the Corporation against any loss or claim arising as a result of the issuance of a new certificate. In their discretion, the Board of Directors or such officer or officers may refuse to issue such new certificate without the order of a court having jurisdiction over the matter.
Section 5. Stock Ledger.
The Corporation shall maintain a stock ledger which contains the name and address of each stockholder and the number of shares of stock of each class which the stockholder holds. The stock ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. The original or a duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular class of stock or, if none, at the principal executive office of the Corporation.
Section 6. Regulations.
The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.
ARTICLE VI
MISCELLANEOUS
Section 1. Facsimile Signatures.
In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.
Section 2. Corporate Seal.
The Board of Directors may provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. If the Corporation is required to place its corporate seal to a document, it is sufficient to meet the requirement of any law, rule, or regulation relating to a corporate seal to place the word (seal) adjacent to the signature of the person authorized to sign the document on behalf of the Corporation.
Section 3. Books and Records.
The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its stockholders and Board of Directors and of any committee when exercising any of the powers of the Board of Directors. The books and records of the Corporation may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction. The original or a certified copy of these Bylaws shall be kept at the principal office of the Corporation.
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Section 4. Reliance Upon Books, Reports and Records.
Each director, each member of any committee designated by the Board of Directors, and each officer and agent of the Corporation shall, in the performance of his or her duties, in addition to any protections conferred upon him or her by law, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation 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, committee member, officer or agent 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 Corporation.
Section 5. Fiscal Year.
The fiscal year of the Corporation shall commence on the first day of January and end on the last day of December in each year.
Section 6. Time Periods.
In applying any provision of these Bylaws that requires that an act be done or not be done a specified number of days before an event or that an act be done during a period of a specified number of days before an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.
Section 7. Checks, Drafts, Etc.
All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation, shall be signed by any officer, employee or agent of the Corporation that is authorized by the Board of Directors.
Section 8. Mail.
Any notice or other document that is required by these Bylaws to be mailed shall be deposited in the United States mail, postage prepaid.
Section 9. Contracts and Agreements.
To the extent permitted by applicable law, and except as otherwise prescribed by the Articles of Incorporation or these Bylaws, the Board of Directors may authorize any officer, employee or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.
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ARTICLE VII
AMENDMENTS
These Bylaws may be adopted, amended or repealed as provided in the Articles of Incorporation.
# # #
Adopted: September 8, 2022
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Exhibit 4
NO. | FIRST SEACOAST BANCORP, INC. | Shares |
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
CUSIP:
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
AND RESTRICTIONS
THIS CERTIFIES that | is the owner of |
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE
The shares evidenced by this certificate are transferable only on the books of First Seacoast Bancorp, Inc. by the holder hereof, in person or by attorney, upon surrender of this certificate properly endorsed. The interest in First Seacoast Bancorp, Inc. evidenced by this certificate may not be retired or withdrawn except as provided in the Articles of Incorporation and Bylaws of First Seacoast Bancorp, Inc.
The common stock evidenced by this certificate is not an account of an insurable type and is not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
IN WITNESS WHEREOF, First Seacoast Bancorp, Inc. has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its seal to be hereunto affixed.
Dated:
By: |
|
[SEAL] | By: |
| ||||
Michael J. Bolduc | James R. Brannen | |||||||
Corporate Secretary | President and Chief Executive Officer |
The Board of Directors of First Seacoast Bancorp, Inc. (the Company) is authorized by resolution or resolutions, from time to time adopted, to provide for the issuance of more than one class of stock, including preferred stock in series, and to fix and state the voting powers, designations, preferences, limitations and restrictions thereof. The Company will furnish to any stockholder upon request and without charge a full description of each class of stock and any series thereof.
The shares evidenced by this certificate are subject to a limitation contained in the Articles of Incorporation to the effect that in no event shall any record owner of any outstanding common stock that is beneficially owned, directly or indirectly, by a person who beneficially owns in excess of 10% of the outstanding shares of common stock (the Limit) be entitled or permitted to any vote in respect of shares held in excess of the Limit.
The shares represented by this certificate may not be cumulatively voted on any matter. The Articles of Incorporation require that, with limited exceptions, no amendment, addition, alteration, change or repeal of the Articles of Incorporation shall be made, unless such is first approved by the Board of Directors of the Company and approved by the stockholders by a majority of the total shares entitled to vote, or in certain circumstances approved by the affirmative vote of up to 80% of the shares entitled to vote.
The following abbreviations when used in the inscription on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM | - as tenants in common |
UNIF GIFT MIN ACT | - ____________ Custodian _____________ | |||||||
(Cust) | (Minor) | |||||||||
TEN ENT | - as tenants by the entireties |
Under Uniform Gifts to Minors Act | ||||||||
JT TEN | - as joint tenants with right of survivorship and not as tenants in common |
(State) |
Additional abbreviations may also be used though not in the above list
For value received, ________________________________________ hereby sell, assign and transfer unto
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 do 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, ________________________
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. THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS ASSOCIATIONS, AND CREDIT UNIONS) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO SEC RULE 17Ad-15.
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
September 13, 2022
The Board of Directors
First Seacoast Bancorp, Inc.
633 Central Avenue
Dover, NH 03820
Re: | First Seacoast Bancorp, Inc. |
Common Stock, Par Value $0.01 Per Share
Ladies and Gentlemen:
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 First Seacoast Bancorp, Inc. (the Company). We have reviewed the Companys Articles of Incorporation, the Companys Registration Statement on Form S-1 (the Form S-1), the Plan of Conversion and Reorganization of First Seacoast Bancorp, MHC (the Plan), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock. The opinion expressed below is limited to the laws of the State of Maryland (which includes applicable provisions of the Maryland General Corporation Law, the Maryland Constitution, and reported judicial decisions interpreting the Maryland General Corporation Law and the Maryland Constitution).
We are of the opinion that upon the declaration of effectiveness of the Form S-1, the Common Stock, when issued and sold in accordance with the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Form S-1 and to the reference to our firm under the caption Legal Matters in the Prospectus contained in the Form S-1.
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 8, 2022
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
633 Central Avenue
Dover, New Hampshire 03820
Boards of Directors:
You have requested this firms opinion regarding the material federal income tax consequences that will result from the conversion of First Seacoast Bancorp, MHC, a federally chartered mutual holding company (the Mutual Holding Company), from the mutual to the capital stock form of organization (the Conversion), pursuant to the Plan of Conversion and Reorganization of First Seacoast Bancorp, MHC, dated August 11, 2022 (the Plan), and the integrated transactions described below.
In connection with our opinion, we have made such investigations as we have deemed relevant or necessary for the purpose of this opinion. In our examination, we have assumed the authenticity of original documents, the accuracy of copies and the genuineness of signatures. We have further assumed the absence of adverse facts not apparent from the face of the instruments and documents we examined and we have relied upon the accuracy of the factual matters set forth in the Plan, the Registration Statement to be filed by First Seacoast Bancorp, Inc., a Maryland stock corporation (the Holding Company), with the Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended, and the Application for Conversion on Form FR MM-AC filed by the Mutual Holding Company and the Application on Form H-(e)1 filed by the Holding Company, each with the Board of Governors of the Federal Reserve System (the Federal Reserve). In addition, we are relying on a letter from Feldman Financial Advisors, Inc. to you, dated September 8, 2022, stating its belief as to certain valuation matters described below. Capitalized terms used but not defined herein shall have the same meaning as set forth in the Plan. In rendering this opinion, we assume that each of the parties to the Conversion will comply with all reporting obligations with respect to the Conversion required under the Internal Revenue Code of 1986, as amended (the Code), and the regulations promulgated thereunder (the Treasury Regulations).
LUSE GORMAN, PC
ATTORNEYS AT LAW
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
September 8, 2022
Page 2
Our opinion is based upon the existing provisions of the Code, and the Treasury Regulations, and upon current Internal Revenue Service (IRS) published rulings and existing court decisions, any of which could be changed at any time. Any such changes may be retroactive and could significantly modify the statements and opinions expressed herein. Similarly, any change in the facts and assumptions stated herein, upon which this opinion is based, could modify the conclusions herein. 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.
We opine only as to the matters we expressly set forth herein, and no opinions should be inferred as to any other matters or as to the tax treatment of the transactions that we do not specifically address. We express no opinion as to other federal laws and regulations, or as to laws and regulations of other jurisdictions, or as to factual or legal matters other than as set forth herein.
For purposes of this opinion, we are relying on the representations as to factual matters provided to us by the Mutual Holding Company, First Seacoast Bank (the Bank), First Seacoast Bancorp, a federal corporation (the Mid-Tier Holding Company), and the Holding Company, as set forth in the joint certificate for each of those aforementioned entities, which has been signed by an authorized officer of each of the aforementioned entities and incorporated herein by reference.
Description of Proposed Transactions
Based upon our review of, and in reliance upon, the documents described above, we understand that the relevant facts are as follows:
The Bank became the wholly owned subsidiary of the Mid-Tier Holding Company in July 2019. The Mid-Tier Holding Company is a stock holding company, whose shares of common stock are presently listed on the Nasdaq Capital Market under the symbol FSEA. The Mid-Tier Holding Companys majority owner is the Mutual Holding Company, which owns 55.7% of its outstanding shares. The owners of the Mutual Holding Company are the depositors of the Bank, who are entitled upon the complete liquidation of the Mutual Holding Company to any liquidation proceeds after the payment of creditors. At June 30, 2022, the Mid-Tier Holding Company had 6,064,891 shares of common stock outstanding of which 2,718,966 shares, or 44.8%, were owned by the public and the remaining 3,345,925 shares or 55.2% of common stock of the Mid-Tier Holding Company were owned by the Mutual Holding Company.
LUSE GORMAN, PC
ATTORNEYS AT LAW
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
September 8, 2022
Page 3
The Boards of Directors of the Mutual Holding Company, the Holding Company, the Mid-Tier Holding Company, and the Bank have adopted the Plan providing for the conversion of the Mutual Holding Company from a federally chartered mutual holding company to the capital stock form of organization. As part of the Conversion, the Holding Company will succeed to all the rights and obligations of the Mutual Holding Company and the Mid-Tier Holding Company and will offer shares of Holding Company Common Stock to eligible depositors and borrowers of the Bank and members of the general public in the Offering.
Pursuant to the Plan, the Conversion will be effected as follows and in such order as is necessary to consummate the Conversion:
(1) | The Holding Company will be organized as a first tier Maryland-chartered stock holding company subsidiary of the Mid-Tier Holding Company. |
(2) | The Mutual Holding Company will merge with and into the Mid-Tier Holding Company, with the Mid-Tier Holding Company as the surviving entity (the MHC Merger), whereby the shares of Mid-Tier Holding Company common stock held by the Mutual Holding Company will be cancelled and Members will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their liquidation interests in the Mutual Holding Company. |
(3) | Immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Holding Company (the Mid-Tier Merger), with the Holding Company as the resulting entity. As part of the Mid-Tier Merger, the liquidation interests in Mid-Tier Holding Company constructively received by Members as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the Liquidation Account maintained by the Holding Company and the Minority Shares will automatically, without further action on the part of the holders thereof, be converted into and become the right to receive Holding Company Common Stock based on the Exchange Ratio (as further described herein). |
(4) | Immediately after the Mid-Tier Merger, the Holding Company will sell Holding Company Common Stock in the Offering. |
(5) | The Holding Company will contribute at least 50% of the net proceeds of the Offering to the Bank in constructive exchange for additional common stock of the Bank and in exchange for the Bank Liquidation Account. |
LUSE GORMAN, PC
ATTORNEYS AT LAW
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
September 8, 2022
Page 4
Following the Conversion, a Liquidation Account will be maintained by the Holding Company for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their deposit accounts with the Bank. Pursuant to the Plan, the initial balances of the Liquidation Account will be equal to the product of (i) the Majority Ownership Interest and (ii) the Mid-Tier Holding Companys total stockholders equity as reflected in the latest statement of financial condition contained in the final Prospectus used in the Conversion, plus the value of the net assets of the Mutual Holding Company as reflected in the latest statement of financial condition of the Mutual Holding Company before the effective date of the Conversion (excluding its ownership of Mid-Tier Holding Company common stock). The terms of the Liquidation Account and Bank Liquidation Account, which supports the payment of the Liquidation Account in the event the Holding Company lacks sufficient net assets, are set forth in the Plan.
As part of the Conversion, all of the then-outstanding shares of Mid-Tier Holding Company common stock owned by Minority Stockholders will be converted into and become shares of Holding Company Common Stock pursuant to the Exchange Ratio which ensures that after the Conversion, Minority Stockholders will own in the aggregate the same percentage of Holding Company Common Stock as they held in Mid-Tier Holding Company common stock immediately prior to the Conversion, exclusive of Minority Stockholders purchases of additional shares of Holding Company Common Stock in the Offering, receipt of cash in lieu of fractional shares and adjustment of the exchange ratio to reflect assets held by Mutual Holding Company (other than shares of stock of the Mid-Tier Holding Company). As part of the Conversion, additional shares of Holding Company Common Stock will be sold on a priority basis to eligible depositors and borrowers of the Bank and to members of the public in the Offering.
As a result of the Conversion and Offering, the Holding Company will be a publicly held corporation, will register the Holding Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and will become subject to the rules and regulations thereunder and file periodic reports and proxy statements with the SEC. The Bank will become a wholly owned subsidiary of the Holding Company and will continue to carry on its business and activities as conducted immediately prior to the Conversion.
The stockholders of the Holding Company will be the former Minority Stockholders of the Mid-Tier Holding Company immediately prior to the Conversion, plus those persons who purchase shares of Holding Company Common Stock in the Offering. Nontransferable rights to subscribe for the Holding Company Common Stock have been granted, in order of priority, to Eligible Account Holders, the Banks tax-qualified employee plans (Employee Plans),
LUSE GORMAN, PC
ATTORNEYS AT LAW
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
September 8, 2022
Page 5
Supplemental Eligible Account Holders, and certain depositors and borrowers of the Bank as of the Voting Record Date who qualify as Voting Members (Other Members). Subscription rights are nontransferable. The Holding Company will also offer shares of Holding Company Common Stock not subscribed for in the Subscription Offering, if any, for sale in a Community Offering or Syndicated Community Offering to certain members of the general public (with preferences given first to persons residing in the New Hampshire counties of Rockingham and Strafford) and if shares remain after the subscription and community offerings, shares may be offered, at the sole discretion of the Bank and Holding Company, to members of the general public in a Syndicated Community Offering.
Opinions
Based on the foregoing description of the Conversion, including the MHC Merger and the Mid-Tier Merger, and subject to the qualifications and limitations set forth in this letter, we are of the opinion that:
1. The MHC Merger will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code. (Section 368(a)(l)(A) of the Code)
2. The constructive exchange of the Eligible Account Holders and Supplemental Eligible Account Holders liquidation interests in the Mutual Holding Company for liquidation interests in the Mid-Tier Holding Company in the MHC Merger and of the liquidation interest in the Mid-Tier Holding Company for interests in the Liquidation Account will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Income Tax Regulations. (cf. Rev. Rul. 69-3, 1969-1 C.B. 103, and Rev. Rul. 69-646, 1969-2 C.B. 54)
3. No gain or loss will be recognized by the Mutual Holding Company on the transfer of its assets to the Mid-Tier Holding Company and the Mid-Tier Holding Companys assumption of its liabilities, if any, in constructive exchange for liquidation interests in the Mid-Tier Holding Company or on the constructive distribution of such liquidation interests to members of the Mutual Holding Company. (Section 361(a), 361(c) and 357(a) of the Code)
4. No gain or loss will be recognized by the Mid-Tier Holding Company upon the receipt of the assets of the Mutual Holding Company in the MHC Merger in exchange for the constructive transfer of liquidation interests in the Mid-Tier Holding Company to the members of the Mutual Holding Company. (Section 1032(a) of the Code)
LUSE GORMAN, PC
ATTORNEYS AT LAW
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
September 8, 2022
Page 6
5. Persons who have liquidation interests in the Mutual Holding Company will recognize no gain or loss upon the constructive receipt of a liquidation interest in the Mid-Tier Holding Company in exchange for their liquidation interests in the Mutual Holding Company. (Section 354(a) of the Code)
6. The basis of the assets of Mutual Holding Company (other than stock in the Mid-Tier Holding Company) to be received by the Mid-Tier Holding Company will be the same as the basis of such assets in the Mutual Holding Company immediately prior to the transfer. (Section 362(b) of the Code)
7. The holding period of the assets of the Mutual Holding Company transferred to the Mid-Tier Holding Company will include the holding period of those assets in the Mutual Holding Company. (Section 1223(2) of the Code)
8. The Mid-Tier Merger will constitute a mere change in identity, form or place of organization within the meaning of Section 368(a)(1)(F) of the Code and therefore will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code. (Section 368(a)(1)(F) of the Code)
9. The Mid-Tier Holding Company will not recognize any gain or loss on the transfer of its assets to the Holding Company and the Holding Companys assumption of its liabilities in exchange for shares of Holding Company Common Stock or the distribution of such stock to Minority Stockholders and the constructive distribution of interests in the Liquidation Account to the Eligible Account Holders and Supplemental Eligible Account Holders. (Sections 361(a), 361(c) and 357(a) of the Code)
10. No gain or loss will be recognized by the Holding Company upon the receipt of the assets of Mid-Tier Holding Company in the Mid-Tier Merger. (Section 1032(a) of the Code)
11. The basis of the assets of the Mid-Tier Holding Company to be received by the Holding Company will be the same as the basis of such assets in the Mid-Tier Holding Company immediately prior to the transfer. (Section 362(b) of the Code)
12. The holding period of the assets of Mid-Tier Holding Company to be received by the Holding Company will include the holding period of those assets in the Mid-Tier Holding Company immediately prior to the transfer. (Section 1223(2) of the Code)
LUSE GORMAN, PC
ATTORNEYS AT LAW
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
September 8, 2022
Page 7
13. Except with respect to the receipt of cash in lieu of fractional share interests, Mid-Tier Holding Company stockholders will not recognize any gain or loss upon their exchange of Mid-Tier Holding Company common stock for Holding Company Common Stock. (Section 354 of the Code).
14. The payment of cash to the Minority Stockholders in lieu of fractional shares of Holding Company Common Stock will be treated as though the fractional shares were distributed as part of the Mid-Tier Merger and then redeemed by Holding Company. The cash payments will be treated as distributions in full payment for the fractional shares deemed redeemed under Section 302(a) of the Code, with the result that such stockholders will have short-term or long-term capital gain or loss to the extent that the cash they receive differs from the basis allocable to such fractional shares. (Rev. Rul. 66-365, 1966-2 C.B. 116 and Rev. Proc. 77-41, 1977-2 C.B. 574)
15. Eligible Account Holders and Supplemental Eligible Account Holders will not recognize any gain or loss upon the constructive exchange of their liquidation interests in Mid-Tier Holding Company for interests in the Liquidation Account in the Holding Company. (Section 354 of the Code) The constructive exchange of the liquidation interests in the Mid-Tier Holding Company for interests in the Holding Company will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Income Tax Regulations.
16. It is more likely than not that the fair market value of the nontransferable subscription rights to purchase Holding Company Common Stock is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members upon distribution to them of nontransferable subscription rights to purchase shares of Holding Company Common Stock. (Section 356(a) of the Code.) Eligible Account Holders, Supplemental Eligible Account Holders and Other Members will not realize any taxable income as a result of their exercise of the nontransferable subscription rights. (Rev. Rul. 56-572, 1956-2 C.B. 182)
17. It is more likely than not that, at the effective date of the Conversion, the fair market value of the benefit provided to Eligible Account Holders and Supplemental Eligible Account Holders in an interest in the Bank Liquidation Account is zero. Pursuant to the Plan, the Bank Liquidation Account supports the payment of the Liquidation Account in the unlikely event that either the Bank (or the Holding Company and the Bank) were to liquidate after the Conversion (including a liquidation of the Bank or the Bank and the Holding Company in a purchase and assumption transaction with a credit union acquiror) when the Holding
LUSE GORMAN, PC
ATTORNEYS AT LAW
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
September 8, 2022
Page 8
Company lacks sufficient net assets to pay distributions from the Liquidation Account when due. Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders and Supplemental Eligible Account Holders upon the distribution to them of such rights in the Bank Liquidation Account as of the effective date of the Conversion. (Section 356(a) of the Code)
18. Each stockholders aggregate basis in its Holding Company Common Stock received in the exchange will be the same as such stockholders aggregate basis of its Mid-Tier Holding Company common stock surrendered in exchange therefore. (Section 358(a) of the Code)
19. It is more likely than not that the basis of the Holding Company Common Stock purchased in the Offering by the exercise of the nontransferable subscription rights will be the purchase price thereof. (Section 1012 of the Code)
20. Each stockholders holding period in its Holding Company Common Stock received in the exchange will include the period during which the Mid-Tier Holding Company common stock surrendered was held, provided that the common stock surrendered is a capital asset in the hands of the stockholder on the date of the exchange. (Section 1223(1) of the Code)
21. The holding period of the Holding Company Common Stock purchased pursuant to the exercise of subscriptions rights will commence on the effective date of the Conversion. (Section 1223(5) of the Code)
22. No gain or loss will be recognized by the Holding Company on the receipt of money in exchange for Holding Company Common Stock sold in the Offering. (Section 1032 of the Code)
Our opinion in paragraph 19 above is predicated on the representation that no person will receive any payment, whether in money or property, in lieu of the issuance of subscription rights. Our opinions under paragraphs 16 and 18 are based on the position that the subscription rights to purchase shares of Holding Company Common Stock received by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members have a fair market value of zero. We understand 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 Holding Company Common Stock at the same price to be paid by members of the general public in any Community Offering or Syndicated Community Offering. We also note
LUSE GORMAN, PC
ATTORNEYS AT LAW
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
September 8, 2022
Page 9
that the IRS has not in the past concluded that subscription rights have value. In addition, we are relying on a letter from Feldman Financial Advisors, Inc. to you stating its belief that subscription rights do not have any economic value. Based on the foregoing, we believe it is more likely than not that the nontransferable subscription rights to purchase Holding Company Common Stock have no value.
If the subscription rights are subsequently found to have an economic value, income may be recognized by various recipients of the subscription rights (in certain cases, whether or not the rights are exercised) and the Holding Company and/or the Bank may be subject to tax on the distribution of the subscription rights.
Our opinion in paragraph 17 above is based on the premise that the benefit provided by the Bank Liquidation Account supporting the payment of the Liquidation Account in the event the Holding Company lacks sufficient net assets, has a fair market value of zero at the time of the Conversion. The Bank Liquidation Account payment obligation arises only if the Holding Company lacks sufficient net assets to fund the Liquidation Account in a solvent liquidation of the Bank and/or Holding Company or if the Bank (or Bank and Holding Company) enters into a transaction to transfer its assets and liabilities to another entity, including a credit union. We understand that: (i) no holder of an interest in a liquidation account has ever received payment of an interest in a liquidation account attributable to the liquidation of a solvent bank and/or holding company (other than as set forth below); (ii) the interests in the Liquidation Account and Bank Liquidation Account are not transferable by an Eligible Account Holder or Supplemental Eligible Account Holder; (iii) the amounts due under the Liquidation Account with respect to each Eligible Account Holder and Supplemental Eligible Account Holder will be reduced as their deposits in the Bank are reduced, as described in the Plan; and (iv) holders of an interest in a Liquidation Account have received payments of their interest in only a limited number of instances (out of hundreds of transactions involving mergers, acquisitions and the purchase of assets and assumptions of liabilities of holding companies and subsidiary banks). These instances involved the purchase and assumption of a banks assets by a credit union. However, not all states permit the sale of a banks assets to a credit union, further limiting the opportunity for this type of transaction. We also note that the U.S. Supreme Court in Paulsen v. Commissioner, 469 U.S. 131 (1985) stated the following:
The right to participate in the net proceeds of a solvent liquidation is also not a significant part of the value of the shares. Referring to the possibility of a solvent liquidation of a mutual savings association, this Court observed: It stretches the imagination very far to attribute any real value to such a remote contingency, and when coupled with the fact that it represents nothing which the depositor can readily transfer, any theoretical value reduces almost to the vanishing point. Society for Savings v. Bowers, 349 U.S. 143, 150 (1955).
LUSE GORMAN, PC
ATTORNEYS AT LAW
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
September 8, 2022
Page 10
In the present case, we believe that the same analysis as was applied in Paulsen and Society for Savings can be applied to the extremely remote contingency that a depositor will, at some undetermined time in the future, realize value from the sale of the banks assets to a credit union. First, some states prohibit a credit union from acquiring a banks assets through a purchase and assumption transaction. Second, although other states do, as noted above, there have been only a limited number of instances where a credit union has acquired the assets of a bank where an amount representing the then-value of a liquidation account has been (or will be) paid to the banks eligible depositors. These instances all involved former mutual banks that were required to establish liquidation accounts in a conversion to a stock bank and who later engaged in a purchase and assumption transaction with a credit union. We are aware of less than ten instances out of hundreds of converted former mutual banks since 1816 (the date the first mutual bank was chartered in Massachusetts) have engaged in purchase and assumption transactions with credit unions and have been required to distribute to their depositors the remains of any liquidation accounts. Under these circumstances, we agree with the statement by the Supreme Court in Society for Savings that any theoretical value reduces almost to the vanishing point.
In addition, we are relying on a letter from Feldman Financial Advisors, Inc. to you stating its belief that the benefit provided by the Bank Liquidation Account supporting the payment of the Liquidation Account does not have any economic value at the time of the Conversion. Based on the foregoing, we believe it is more likely than not that such rights in the Bank Liquidation Account have no value.
If the IRS were to subsequently find that the Bank Liquidation Account had economic value as of the time of the Conversion, each Eligible Account Holder and Supplemental Eligible Account Holder may need to recognize income in the amount of the fair market value of their interest in the Bank Liquidation Account as of the effective date of the Conversion. However, we are not aware of any situation where rights in a bank liquidation account have been found to have an economic value at the time of a mutual-to-stock conversion of a mutual institution or a second-step conversion of a mutual holding company.
LUSE GORMAN, PC
ATTORNEYS AT LAW
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
September 8, 2022
Page 11
CONSENT
We hereby consent to the filing of this opinion as an exhibit to the Mutual Holding Companys Application for Conversion on Form MM-AC and the Holding Company Application on Form LL-10(e), each as filed with the Federal Reserve, and to the 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 Application for Conversion and Form S-1 under the captions The Conversion and Stock Offering-Material Income Tax Consequences and Legal Matters.
Very truly yours, |
/s/ Luse Gorman, PC Luse Gorman, PC |
Exhibit 8.2
September 8, 2022
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
633 Central Avenue
Dover, New Hampshire 03820
Ladies and Gentlemen:
You have requested this firms opinion regarding certain material State of New Hampshire Business Profits Tax, New Hampshire Business Enterprise Tax and New Hampshire Interest and Dividends Tax consequences of the proposed conversion of First Seacoast Bancorp, MHC, a federally chartered mutual holding company (Mutual Holding Company), from the mutual holding company to the stock holding company form of organization (Conversion), pursuant to the Plan of Conversion of First Seacoast Bancorp, MHC, dated August 11, 2022 (Plan).
In connection therewith, we have examined the Plan, the Registration Statement filed by First Seacoast Bancorp, Inc., a Maryland stock corporation (Holding Company) with the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended, and the Application for Conversion on Form Fr MM-AC filed by the Mutual Holding Company with the Board of Governors of the Federal Reserve System (the Federal Reserve). Unless otherwise defined, all terms used herein have the meanings given to such terms in the Plan. In our review, we have assumed the genuineness of all signatures where due execution and delivery are requirements to the effectiveness thereof, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, electronic files or photostatic copies and the authenticity of the originals of such copies. In rendering the opinion set forth below, we have relied on the opinion of Luse Gorman, PC, (Counsel) related to material Federal income tax consequences of the proposed Conversion (Federal Tax Opinion), without undertaking to verify the same by independent investigation. Furthermore, we assume that each of the parties to the Conversion will comply with all reporting obligations with respect to the Conversion required under the Internal Revenue Code of 1986, as amended (Code), and the regulations thereunder (Treasury Regulations).
In rendering our opinion, we have considered the applicable provisions of the Code, as amended, the Treasury Regulations, pertinent judicial authorities, interpretative rulings of the Internal Revenue Service and such other authorities as we have considered relevant any of which could be changed at any time. Any such changes may be retroactive and could significantly modify the statements and opinions expressed herein. Similarly, any change in the facts and assumptions stated below, upon which this opinion is based, could modify the conclusions herein. 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.
Page 2
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
September 8, 2022
Our opinions are not binding on the New Hampshire Department of Revenue Administration (Department) and there can be no assurance that the Department will not take a position contrary to any of the opinions expressed herein. Because the opinions expressed herein are based upon current tax law, future changes in New Hampshire tax laws, regulations, rulings or case law may affect the tax consequences relating to the Plan. However, we have no responsibility to update this opinion for events, transactions or circumstances occurring after the date of this letter.
For purposes of this opinion, we are relying on the representations as to factual matters provided to us by the Mutual Holding Company, First Seacoast Bank (the Bank), First Seacoast Bancorp, a federal corporation (the Mid-Tier Holding Company), and the Holding Company, as set forth in the joint certificate for each of those aforementioned entities, which has been signed by an authorized officer of each of the aforementioned entities and incorporated herein by reference.
Statement of Facts/Description of the Proposed Transactions
Based upon our review of the documents described above, and in reliance upon such documents, we understand that the relevant facts are as follows. The Bank, a federally-chartered mutual savings bank, is currently a wholly owned subsidiary of First Seacoast Bancorp., a federal corporation (Mid-Tier Holding Company), which is a subsidiary of the Mutual Holding Company. The Mutual Holding Company is a mutual holding company with no stockholders. The depositors of the Bank are considered the owners of the Mutual Holding Company and are entitled upon the complete liquidation of the Mutual Holding Company to any liquidation proceeds after the payment of creditors. At June 30, 2022, the Mid-Tier Holding Company had 6,064,891 shares of common stock outstanding of which 2,718,966 shares, or 44.8%, were owned by the public and the remaining 3,345,925 shares or 55.2% of common stock of the Mid-Tier Holding Company were owned by the Mutual Holding Company.
The Boards of Directors of the Mutual Holding Company, the Holding Company, the Mid-Tier Holding Company, and the Bank adopted the Plan providing for the conversion of the Mutual Holding Company from a federally-chartered mutual holding company to the capital stock form of organization. As part of the Conversion, the Holding Company will succeed to all the rights and obligations of the Mutual Holding Company and the Mid-Tier Holding Company, and will offer for sale shares of its common stock (Holding Company Common Stock) to Eligible Account Holders, Supplemental Eligible Account Holders (if any), Tax-Qualified Employee Plans established by the Bank or the Stock Holding Company, and employees, officers, directors, trustees and corporators of the Mutual Holding Company or the Bank, according to the subscription priorities set forth in the Plan. Any shares not subscribed for in the Subscription Offering may be offered for sale to certain members of the public directly by the Stock Holding Company through a Direct Community Offering and/or a Syndicated Community Offering.
Pursuant to the Plan, the Conversion will be effected as follows and in such order as is necessary to consummate the Conversion:
1) | The Holding Company will be organized as a Maryland-chartered first-tier stock holding company subsidiary of the Mid-Tier Holding Company. |
2) | The Mutual Holding Company will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (MHC Merger) whereby the shares of Mid-Tier Holding Company held by the Mutual Holding Company will be cancelled and Members will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their liquidation interests in the Mutual Holding Company. |
Page 3
First Seacoast Bancorp, MHC
First Seacoast Bancorp, a federal corporation
First Seacoast Bancorp, Inc., a Maryland corporation
First Seacoast Bank
September 8, 2022
3) | Immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Stock Holding Company (Mid-Tier Merger), with the Stock Holding Company as the resulting entity. As part of the Mid-Tier Merger, the liquidation interests in Mid-Tier Holding Company constructively received by the persons who held liquidation interests in the Mutual Holding Company will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the Holding Company Liquidation Account and the Minority Shares will automatically, without further action on the part of the holders thereof, be converted into and become the right to receive Holding Company Common Stock based on the Exchange Ratio. |
4) | Immediately after the Mid-Tier Merger, the Stock Holding Company will offer for sale shares of Holding Company Common Stock in the Offering. |
5) | The Stock Holding Company will contribute at least 50% of the net proceeds of the Offering to the Bank in constructive exchange for additional shares of common stock of the Bank and in exchange for the Bank Liquidation Account. |
Following the Conversion, a Holding Company Liquidation Account will be maintained by the Holding Company for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their deposit accounts with the Bank. Pursuant to the Plan, the Holding Company Liquidation Account will be equal to the Mutual Holding Companys total equity as reflected in the latest statement of financial condition contained in the final Prospectus used in the Offering. The terms of the Stock Holding Company Liquidation Account and Bank Liquidation Account, which supports the payment of the Stock Holding Company Liquidation Account in the event the Stock Holding Company lacks sufficient net assets, are described in the Plan.
As part of the Conversion, all of the then-outstanding shares of Mid-Tier Holding Company common stock owned by the Minority Stockholders will be converted into and become shares of Holding Company Common Stock pursuant to the Exchange Ratio in a manner that ensures that after the Conversion, Minority Stockholders will own in the aggregate the same percentage of Holding Company Common Stock as they held in Mid-Tier Holding Company common stock immediately prior to the Conversion, exclusive of Minority Stockholders purchases of additional shares of Holding Company Common Stock in the Offering and receipt of cash in lieu of fractional shares. As part of the Conversion, additional shares of Holding Company Common Stock will be sold on a priority basis to eligible depositors and borrowers of the Bank and to members of the public in the Offering.
As a result of the Conversion and Offering, the Stock Holding Company will be a publicly-held corporation, will have registered the Holding Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, and will become subject to the rules and regulations thereunder and file periodic reports and proxy statements with the SEC. The Bank will become a wholly-owned subsidiary of the Holding Company and will continue to carry on its business and activities as conducted immediately prior to the Conversion.
The stockholders of the Holding Company will be the former Minority Stockholders of the Mid-Tier Holding Company immediately prior to the Conversion, plus those persons who purchase shares of Holding Company Common Stock in the Offering. Nontransferable rights to subscribe for the Holding Company Common Stock have been granted, in order of priority, to Eligible Account Holders, the Banks tax-qualified employee plans (Employee Plans), Supplemental Eligible Account Holders, and certain depositors and borrowers of the Bank as of the Voting Record Date who qualify as Voting Members (Other Members). Subscription rights are
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nontransferable. The Holding Company will also offer shares of Holding Company Common Stock not subscribed for in the Subscription Offering, if any, for sale in a Community Offering or Syndicated Community Offering to certain members of the general public (with preferences given first to persons residing in the New Hampshire counties of Rockingham and Strafford) and if shares remain after the subscription and community offerings, shares may be offered, at the sole discretion of the Bank and Holding Company, to members of the general public in a Syndicated Community Offering.
Luse Gorman, PC Federal Opinion
Luse Gorman, PC has provided an opinion that addresses the material federal income tax consequences of the Conversion and reorganization. The opinion concluded, as follows:
1. The MHC Merger will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code. (Section 368(a)(l)(A) of the Code)
2. The constructive exchange of the Eligible Account Holders and Supplemental Eligible Account Holders liquidation interests in the Mutual Holding Company for liquidation interests in the Mid-Tier Holding Company in the MHC Merger and of the liquidation interest in the Mid-Tier Holding Company for interests in the Liquidation Account will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Income Tax Regulations. (cf. Rev. Rul. 69-3, 1969-1 C.B. 103, and Rev. Rul. 69-646, 1969-2 C.B. 54)
3. No gain or loss will be recognized by the Mutual Holding Company on the transfer of its assets to the Mid-Tier Holding Company and the Mid-Tier Holding Companys assumption of its liabilities, if any, in constructive exchange for liquidation interests in the Mid-Tier Holding Company or on the constructive distribution of such liquidation interests to members of the Mutual Holding Company. (Section 361(a), 361(c) and 357(a) of the Code)
4. No gain or loss will be recognized by the Mid-Tier Holding Company upon the receipt of the assets of the Mutual Holding Company in the MHC Merger in exchange for the constructive transfer of liquidation interests in the Mid-Tier Holding Company to the members of the Mutual Holding Company. (Section 1032(a) of the Code)
5. Persons who have liquidation interests in the Mutual Holding Company will recognize no gain or loss upon the constructive receipt of a liquidation interest in the Mid-Tier Holding Company in exchange for their liquidation interests in the Mutual Holding Company. (Section 354(a) of the Code)
6. The basis of the assets of Mutual Holding Company (other than stock in the Mid-Tier Holding Company) to be received by the Mid-Tier Holding Company will be the same as the basis of such assets in the Mutual Holding Company immediately prior to the transfer. (Section 362(b) of the Code)
7. The holding period of the assets of the Mutual Holding Company transferred to the Mid-Tier Holding Company will include the holding period of those assets in the Mutual Holding Company. (Section 1223(2) of the Code)
8. The Mid-Tier Merger will constitute a mere change in identity, form or place of organization within the meaning of Section 368(a)(1)(F) of the Code and therefore will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code. (Section 368(a)(1)(F) of the Code)
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9. The Mid-Tier Holding Company will not recognize any gain or loss on the transfer of its assets to the Holding Company and the Holding Companys assumption of its liabilities in exchange for shares of Holding Company Common Stock or the distribution of such stock to Minority Stockholders and the constructive distribution of interests in the Liquidation Account to the Eligible Account Holders and Supplemental Eligible Account Holders. (Sections 361(a), 361(c) and 357(a) of the Code)
10. No gain or loss will be recognized by the Holding Company upon the receipt of the assets of Mid-Tier Holding Company in the Mid-Tier Merger. (Section 1032(a) of the Code)
11. The basis of the assets of the Mid-Tier Holding Company to be received by the Holding Company will be the same as the basis of such assets in the Mid-Tier Holding Company immediately prior to the transfer. (Section 362(b) of the Code)
12. The holding period of the assets of Mid-Tier Holding Company to be received by the Holding Company will include the holding period of those assets in the Mid-Tier Holding Company immediately prior to the transfer. (Section 1223(2) of the Code)
13. Except with respect to the receipt of cash in lieu of fractional share interests, Mid-Tier Holding Company stockholders will not recognize any gain or loss upon their exchange of Mid-Tier Holding Company common stock for Holding Company Common Stock. (Section 354 of the Code).
14. The payment of cash to the Minority Stockholders in lieu of fractional shares of Holding Company Common Stock will be treated as though the fractional shares were distributed as part of the Mid-Tier Merger and then redeemed by Holding Company. The cash payments will be treated as distributions in full payment for the fractional shares deemed redeemed under Section 302(a) of the Code, with the result that such stockholders will have short-term or long-term capital gain or loss to the extent that the cash they receive differs from the basis allocable to such fractional shares. (Rev. Rul. 66-365, 1966-2 C.B. 116 and Rev. Proc. 77-41, 1977-2 C.B. 574)
15. Eligible Account Holders and Supplemental Eligible Account Holders will not recognize any gain or loss upon the constructive exchange of their liquidation interests in Mid-Tier Holding Company for interests in the Liquidation Account in the Holding Company. (Section 354 of the Code) The constructive exchange of the liquidation interests in the Mid-Tier Holding Company for interests in the Holding Company will satisfy the continuity of interest requirement of Section 1.368-1(b) of the Income Tax Regulations.
16. It is more likely than not that the fair market value of the nontransferable subscription rights to purchase Holding Company Common Stock is zero. Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members upon distribution to them of nontransferable subscription rights to purchase shares of Holding Company Common Stock. (Section 356(a) of the Code.) Eligible Account Holders, Supplemental Eligible Account Holders and Other Members will not realize any taxable income as a result of their exercise of the nontransferable subscription rights. (Rev. Rul. 56-572, 1956-2 C.B. 182)
17. It is more likely than not that, at the effective date of the Conversion, the fair market value of the benefit provided to Eligible Account Holders and Supplemental Eligible Account Holders in an interest in the Bank Liquidation Account is zero. Pursuant to the Plan, the Bank Liquidation Account supports the payment of the Liquidation Account in the unlikely event that either the Bank (or the Holding Company and the Bank) were to liquidate after the Conversion (including a liquidation of the Bank or the Bank and the Holding Company in a purchase and assumption transaction with a credit union
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acquiror) when the Holding Company lacks sufficient net assets to pay distributions from the Liquidation Account when due. Accordingly, it is more likely than not that no gain or loss will be recognized by Eligible Account Holders and Supplemental Eligible Account Holders upon the distribution to them of such rights in the Bank Liquidation Account as of the effective date of the Conversion. (Section 356(a) of the Code)
18. Each stockholders aggregate basis in its Holding Company Common Stock received in the exchange will be the same as such stockholders aggregate basis of its Mid-Tier Holding Company common stock surrendered in exchange therefore. (Section 358(a) of the Code)
19. It is more likely than not that the basis of the Holding Company Common Stock purchased in the Offering by the exercise of the nontransferable subscription rights will be the purchase price thereof. (Section 1012 of the Code)
20. Each stockholders holding period in its Holding Company Common Stock received in the exchange will include the period during which the Mid-Tier Holding Company common stock surrendered was held, provided that the common stock surrendered is a capital asset in the hands of the stockholder on the date of the exchange. (Section 1223(1) of the Code)
21. The holding period of the Holding Company Common Stock purchased pursuant to the exercise of subscriptions rights will commence on the effective date of the Conversion. (Section 1223(5) of the Code)
22. No gain or loss will be recognized by the Holding Company on the receipt of money in exchange for Holding Company Common Stock sold in the Offering. (Section 1032 of the Code)
Counsels opinion in paragraph 19 above is predicated on the representation that no person will receive any payment, whether in money or property, in lieu of the issuance of subscription rights. Counsels opinions under paragraphs 16 and 18 are based on the position that the subscription rights to purchase shares of Holding Company Common Stock received by Eligible Account Holders, Supplemental Eligible Account Holders, employees, officers, directors, trustees and corporators in the Subscription Offering have a fair market value of zero. Counsel understands 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 Holding Company Common Stock at the same price to be paid by members of the general public in any Community Offering. Counsel also notes that the IRS has not in the past concluded that subscription rights have value. In addition, Counsel is relying on a letter from Feldman Financial Advisors, Inc. to you stating its belief that subscription rights do not have any economic value at the time of distribution or at the time the rights are exercised in the Subscription Offering. Based on the foregoing, Counsel believes it is more likely than not that the nontransferable subscription rights to purchase Holding Company Common Stock have no value.
If the subscription rights are subsequently found to have an economic 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 Bank may be taxable on the distribution of the subscription rights.
Counsels opinion under paragraph 17 above is based on the position that the benefit provided by the Bank Liquidation Account supporting the payment of the Holding Company Liquidation Account in the event the Holding Company lacks sufficient net assets has a fair market value of zero. The Bank Liquidation Account payment obligation arises only if the Holding Company lacks sufficient net assets to fund the Liquidation Account in a solvent liquidation of the Bank and/or Holding Company or if the Bank (or
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Bank and Holding Company) enters into a transaction to transfer its assets and liabilities to another entity, including a credit union. Counsel understands that: (i) no holder of an interest in a liquidation account has ever received payment of an interest in a liquidation account attributable to the liquidation of a solvent bank and/or holding company (other than as set forth below); (ii) the interests in the Liquidation Account and Bank Liquidation Account are not transferable by an Eligible Account Holder or Supplemental Eligible Account Holder; (iii) the amounts due under the Liquidation Account with respect to each Eligible Account Holder and Supplemental Eligible Account Holder will be reduced as their deposits in the Bank are reduced, as described in the Plan; and (iv) holders of an interest in a Liquidation Account have received payments of their interest in only a limited number of instances (out of hundreds of transactions involving mergers, acquisitions and the purchase of assets and assumptions of liabilities of holding companies and subsidiary banks). These instances involved the purchase and assumption of a banks assets by a credit union. However, not all states permit the sale of a banks assets to a credit union, further limiting the opportunity for this type of transaction. Counsel also notes that the U.S. Supreme Court in Paulsen v. Commissioner, 469 U.S. 131 (1985) stated the following:
The right to participate in the net proceeds of a solvent liquidation is also not a significant part of the value of the shares. Referring to the possibility of a solvent liquidation of a mutual savings association, this Court observed: It stretches the imagination very far to attribute any real value to such a remote contingency, and when coupled with the fact that it represents nothing which the depositor can readily transfer, any theoretical value reduces almost to the vanishing point. Society for the Savings v. Bowers, 349 U.S. 143, 150 (1955).
In the present case, Counsel believes that the same analysis as was applied in Paulsen and Society for Savings can be applied to the extremely remote contingency that a depositor will, at some undetermined time in the future, realize value from the sale of the banks assets to a credit union. First, some states prohibit a credit union from acquiring a banks assets through a purchase and assumption transaction. Second, although other states do, as noted above, there have been only a limited number of instances where a credit union has acquired the assets of a bank where an amount representing the then-value of a liquidation account has been (or will be) paid to the banks eligible depositors. These instances all involved former mutual banks that were required to establish liquidation accounts in a conversion to a stock bank and who later engaged in a purchase and assumption transaction with a credit union. Counsel is aware of less than ten instances out of hundreds of converted former mutual banks since 1816 (the date the first mutual bank was chartered in Massachusetts) have engaged in purchase and assumption transactions with credit unions and have been required to distribute to their depositors the remains of any liquidation accounts. Under these circumstances, Counsel agrees with the statement by the Supreme Court in Society for Savings that any theoretical value reduces almost to the vanishing point.
In addition, Counsel is relying on a letter from Feldman Financial Advisors, Inc. to you stating its belief that the benefit provided by the Bank Liquidation Account supporting the payment of the Liquidation Account does not have any economic value at the time of the Conversion. Based on the foregoing, Counsel believes it is more likely than not that such rights in the Bank Liquidation Account have no value.
If such rights in the Bank Liquidation Account are subsequently found to have an economic value, income may be recognized by each Eligible Account Holder and Supplemental Eligible Account Holder in the amount of the fair market value of their interest in the Bank Liquidation Account as of the effective date of the Conversion. However, Counsel is not aware of any situation where rights in a bank liquidation account have been found to have an economic value at the time of a mutual-to-stock conversion of a mutual institution or a second-step conversion of a mutual holding company.
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DISCUSSION RELATED TO NEW HAMPSHIRE TAX LAWS
New Hampshire Business Profits Tax (Business Profits Tax)
New Hampshire imposes the Business Profits Tax (BPT) upon the taxable business profits of every business organization carrying on any business within the state at a rate of 7.6% for taxable years ending on or after December 31, 2022. For taxable periods ending on or after December 31, 2023, the BPT rate is reduced to 7.5%.
Taxable business profits means gross business profits adjusted by additions and subtractions required by NHRSA 77-A:4 and then adjusted by the appropriate method of apportionment provided in NHRSA 77-A:3. For tax years beginning on or after January 1, 2020, gross business profits is defined as the amount of taxable income as would be determinable under the provisions of the United States Internal Revenue Code of 1986 in effect on December 31, 2018, subject to certain adjustments under NHRSAs 77-A:3-a and b for a corporation and any other business organization required to make and file a U.S. corporation income tax return or not required to file separately because the corporation is a member of an affiliated group (New Hampshire Statutes, Title V, Chapter 77-A, Section 1).
New Hampshire Business Enterprise Tax (Business Enterprise Tax)
New Hampshire currently imposes the Business Enterprise Tax (BET) on every business enterprise, any organization carrying on a business for profit (except organizations described in IRC Section 501(c)(3) that do not have unrelated business income), at the rate of .55% upon the taxable enterprise value tax base.
Taxable enterprise value tax base is defined as the enterprise value tax base adjusted by the special adjustments provided in NHRSA 77-E:3 and then adjusted by the method of apportionment provided in NHRSA 77-E:4. The enterprise value tax base is defined as the sum of all compensation paid or accrued, interest paid and accrued and dividends paid by the business enterprise, before special adjustments provided in NHRSA 77-E:3 or apportionment as provided in NHRSA 77-E:4 (New Hampshire Statutes, Title V, Chapter 77-E, Section 1).
For the New Hampshire BET purposes, the taxable period is defined as the calendar or fiscal year, or fractional part of a year, which the business enterprise uses for federal income tax purposes (New Hampshire Statutes, Title V, Chapter 77-E, Section 1).
New Hampshire Individual, Certain Partnerships, LLCs and Estates Interest and Dividends Tax (Interest and Dividends Tax)
New Hampshire imposes the Interest and Dividends Tax (I&DT) on resident individuals at any time during the year at a rate of 5.0% of taxable income. (New Hampshire Statutes, Title V, chapter 77, Section 1).
Please note, recently enacted legislation ( HB2, An Act Relative to State Fees, Funds, Revenues, and Expenditures) phases out the I&D Tax starting at 4% for taxable periods ending on or after December 31, 2023, 3% for taxable periods ending on or after December 31, 2024, 2% for taxable periods ending on or after December 31, 2025 and 1% for taxable periods ending on or after December 31, 2026. The I&DT is then repealed for taxable periods beginning after December 31, 2026.
Taxable income for a resident individual is defined generally as interest (except interest on state notes and bonds) and dividends, except for exceptions found in Section 77:4. (New Hampshire Statutes, Title V, Chapter 77, Section 4).
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OPINION
Accordingly, based on the facts, representations and assumptions set forth herein and the existing law, it is the opinion of Baker Newman Noyes LLC regarding the BPT, BET and I&DT impacts of the Plan that:
1) | For purposes of the New Hampshire BPT, BET and I&DT regimes, no income, gain or loss will be recognized by the Mutual Holding Company, Mid-Tier Holding Company, Holding Company or Bank as a result of the transactions contemplated by the Plan. |
2) | No income, gain or loss will be recognized by the Eligible Account Holders, persons who have liquidation interests in the Mutual Holding Company, persons who have liquidation interests in the Mid-Tier Holding Company, and other purchasers in the Subscription Offering as a result of the transactions contemplated by the Plan. |
3) | No gain or loss will be recognized by the Mid-Tier Holding Company shareholders upon their exchange of Mid-Tier Holding Company common stock for Holding Company Common Stock. |
4) | No gain or loss will be recognized by the Minority Stockholders upon their exchange of Mid-Tier Holding Company common stock for Holding Company Common Stock except to the extent of any cash received in lieu of a fractional share interest in Stock Holding Company. Minority Stockholders who receive cash in lieu of fractional shares of Holding Company Common Stock will recognize gain or loss equal to the difference between the amount of cash received and the portion of such holders tax basis of the shares of Mid-Tier Holding Company allocable to the fractional share; such gain or loss will be capital gain or loss if such shares were held as a capital asset as of the date of the Mid-Tier Merger, and will be long-term gain or loss if such holders holding period in the shares of Mid-Tier Holding Company common stock is more than one year on the date of the Mid-Tier Merger. |
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 New Hampshire Department of Revenue Administration 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.
References to New Hampshire statutes and regulations are based upon current laws as enacted and pronouncements thereunder as of the date of this memorandum. In rendering our opinions, we are relying upon the relevant provisions of the Internal Revenue Service Code of 1986, as amended, New Hampshire statutes and the regulations, judicial and administrative interpretations thereof, all as of the date of this memorandum. However, all of the foregoing authorities are subject to change or modification which can be retroactive in effect and, therefore, could also affect our opinions. We take no responsibility to update our opinions for any subsequent change or modification.
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This opinion is given solely for the benefit of Mutual Holding Company, Mid-Tier Holding Company, Holding Company, Bank, Eligible Account Holders, Supplemental Eligible Account Holders, and other persons described in the Plan who will receive Subscription Rights, and may not be relied upon by any other party or entity or otherwise referred to in any document without our express written consent.
CONSENT
We hereby consent to the filing of this opinion as an exhibit to the Mutual Holding Companys Application for Conversion on Form MM-AC and the Holding Company Application on Form LL-10(e), each as filed with the Federal Reserve, and to the 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 Application for Conversion and Form S-1 under the captions The Conversion and Stock Offering-Material Income Tax Consequences and Legal Matters.
Very truly yours, |
/s/ Baker Newman & Noyes LLC BAKER NEWMAN & NOYES LLC |
Exhibit 10.3
EMPLOYMENT AGREEMENT
This Employment Agreement (this Agreement) is made effective as of March 1, 2019 (the Effective Date), by and between Federal Savings Bank, a federally-chartered savings bank (the Bank), and Timothy F. Dargan (the Executive). The Bank and the Executive are sometimes collectively referred to herein as the parties. Any reference to the Company shall mean First Seacoast Bancorp, the proposed federal mid-tier holding company of the Bank, which is in formation. The Company is a signatory to this Agreement solely as provided for in Section 12 of this Agreement.
WITNESSETH
WHEREAS, the Executive is currently employed as Senior Vice President and Senior Commercial Loan Officer of the Bank; and
WHEREAS, the Bank desires to assure itself of the continued availability of the Executives services as provided for in this Agreement; and
WHEREAS, the Executive is willing to serve the Bank on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the terms and conditions hereinafter provided, the parties hereby agree as follows:
1. | POSITION AND RESPONSIBILITIES. |
During the term of this Agreement, the Executive shall serve as Senior Vice President and Senior Commercial Loan Officer of the Bank. As Senior Vice President and Senior Commercial Loan Officer of the Bank, the Executive shall be responsible for the overall management of the Banks commercial lending and commercial business development functions, and shall be responsible for establishing the commercial lending and business development objectives, policies and strategic plan of the Bank, in conjunction with the President and Chief Executive Officer. The Executive also shall be responsible for providing leadership and direction to departments or divisions of the Bank and shall support the executive leadership function of the organization. The Executive also agrees to serve, if elected or appointed, as an officer and/or director of any affiliate of the Bank.
2. | TERM AND DUTIES. |
(a) Two-Year Term; Annual Renewal. The term of this Agreement shall commence as of the Effective Date and shall continue thereafter for a period of two (2) years. Commencing on the first anniversary of the Effective Date (the Anniversary Date) and continuing on each Anniversary Date thereafter, the term of this Agreement shall renew for an additional year so that the remaining term of this Agreement again becomes two (2) years; provided, however, that in order for the term of this Agreement to renew, the disinterested members of the Board of Directors must take the following actions within the following time frames prior to each Anniversary Date: (i) at least thirty (30) days prior to the Anniversary Date, conduct or review a comprehensive
performance evaluation of the Executive for purposes of determining whether to extend the term of this Agreement; and (ii) affirmatively approve the renewal or non-renewal of the term of this Agreement, which decision shall be included in the minutes of the meeting of the Board of Directors. If the decision of the disinterested members of the Board of Directors is to not renew the term of this Agreement, then the Board of Directors shall provide the Executive with a written notice of non-renewal (Non-Renewal Notice) prior to the applicable Anniversary Date and the term of this Agreement shall terminate at the end of twelve (12) months following that Anniversary Date (i.e., at the end of the then current term of this Agreement). The failure of the disinterested members of the Board of Directors to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board of Directors fails to affirmatively issue the Non-Renewal Notice to the Executive. Notwithstanding the foregoing, in the event the Company or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control, as defined below, then the term of this Agreement shall be extended automatically and shall end twenty-four (24) months following the date on which the Change in Control occurs.
(b) Termination of Employment. Notwithstanding anything contained in this Agreement to the contrary, either the Executive or the Bank may terminate the Executives employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of this Agreement. The Executive may voluntarily terminate employment with the Bank during the term of this Agreement other than for Good Reason upon at least sixty (60) days written notice to the Bank. Upon the Executives voluntary termination without Good Reason, the Executive shall have no right to receive any compensation or benefits under this Agreement, other than benefits that have vested prior to the date of termination.
(c) Continued Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of the Executives employment following the expiration of the term of this Agreement, upon terms and conditions as the Bank and the Executive may mutually agree.
(d) Duties; Membership on Other Boards of Directors. During the term of this Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence taken in accordance with the policies of the Bank, the Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization, operation and management of the Bank; provided, however, that the Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, businesses or civic organizations, which will not present any conflict of interest with the Bank, or materially affect the performance of the Executives duties with the Bank. The Executive shall provide the Board of Directors annually with a list of organizations for which the Executive acts as a director or officer.
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3. | COMPENSATION, BENEFITS, AND EXPENSE REIMBURSEMENT. |
(a) Base Salary. In consideration of the Executives performance of the duties set forth in Section 2, the Bank shall provide the Executive the compensation specified in this Agreement. The Bank shall pay the Executive a salary of $172,000 per year (Base Salary). The Base Salary shall be payable biweekly, or with such other frequency as officers of the Bank are generally paid. During the term of this Agreement, the Base Salary shall be reviewed at least annually by the Board of Directors or by a committee designated by the Board of Directors, and the Bank may increase, but not decrease (except for a decrease that is generally applicable to all senior management employees) the Executives Base Salary. Any increase in Base Salary shall become the Base Salary for purposes of this Agreement.
(b) Bonus Compensation. The Executive will be eligible for an annual performance-based bonus based on the criteria determined by the Board of Directors and communicated to the Executive in writing. Additionally, the Executive will be eligible for a discretionary bonus in the sole discretion of the Board of Directors or the appropriate committee of the Board of Directors. The Executive shall be entitled to equitable participation in incentive compensation and bonuses in any plan or arrangement of the Bank or the Company in which the Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement or otherwise.
(c) Employee Benefits. The Bank shall provide the Executive with benefits under employee benefit plans, arrangements and perquisites substantially equivalent to those in which the Executive was participating or from which he was deriving a benefit immediately prior to the Effective Date, and the Bank shall not, without the Executives prior written consent, make any changes in those plans, arrangements or perquisites that would adversely affect the Executives rights or benefits thereunder, except as to any changes that are applicable to all participating employees or are otherwise consistent with the terms of the applicable plans and arrangements. Without limiting the generality of the foregoing provisions of this Section 3(c), the Executive will be entitled to participate in and receive benefits under any employee benefit plans including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident insurance plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank and/or the Company in the future to its senior executives, including any stock benefit plans, subject to and on a basis consistent with the terms, conditions and overall administration of those plans and arrangements.
(d) Paid Time Off. Executive shall be entitled to paid vacation time each year during the term of this Agreement (measured on a fiscal or calendar year basis, in accordance with the Banks usual practices), as well as sick leave, holidays and other paid absences in accordance with the Banks policies and procedures for senior executives. Any unused paid time off during an annual period shall be treated in accordance with the Banks personnel policies as in effect from time to time.
(e) Expense Reimbursements. The Bank shall also pay or reimburse the Executive for all reasonable travel, entertainment and other reasonable expenses incurred by the Executive during the course of performing his obligations under this Agreement, including, without limitation, fees for memberships in clubs and organizations as the Executive and the Board of Directors shall mutually agree are necessary and appropriate in connection with the performance of his duties, upon presentation to the Bank of an itemized account of the expenses in the form as the Bank may reasonably require, provided that the payment or reimbursement shall be made as soon as practicable and in accordance with the Banks policies and procedures, but in no event later than March 15 of the year following the year in which the right to the payment or reimbursement occurred.
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4. | PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. |
(a) Upon the occurrence of an Event of Termination (as herein defined) during the term of this Agreement, the provisions of this Section 4 shall apply; provided, however, that in the event an Event of Termination occurs in connection with a Change in Control (as provided for in Section 5), Section 5 shall apply with respect to the determination of severance benefits. As used in this Agreement, an Event of Termination shall mean and include any one or more of the following:
(i) the involuntary termination of the Executives employment by the Bank for any reason other than termination governed by Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that the termination of employment constitutes a Separation from Service (as defined in Section 4(d)); or
(ii) the Executives resignation from the Banks employ upon any of the following (unless the condition has been previously consented to by the Executive):
(A) the failure to appoint the Executive to the position(s) set forth in Section 1 or a material change in the Executives function, duties, or responsibilities, which would cause the Executives position(s) to become of lesser responsibility, importance, or scope from the position(s) and responsibilities, importance or scope described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Bank), unless the Executive has agreed to the change in writing;
(B) a relocation of the Executives principal place of employment to a location that is more than fifty (50) miles from the location of the Banks principal executive offices as of the Effective Date;
(C) a material reduction in the benefits and perquisites, including Base Salary, provided to the Executive from those being provided as of the Effective Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees of the Bank);
(D) a liquidation or dissolution of the Bank; or
(E) a material breach of this Agreement by the Bank.
Upon the occurrence of any event described in this clause (ii), the Executive shall have the right to elect to terminate his employment by resignation for Good Reason upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed ninety (90) days) after the event giving rise to the right to elect occurs. In such a case, the termination of employment by the Executive shall constitute an Event of Termination; provided, however, the Bank shall have thirty (30) days to cure the condition giving rise to the right of the Executive to terminate employment (although the Bank may elect to waive said thirty (30) day period). For the avoidance of doubt, the non-renewal of this Agreement under Section 2(a), without the occurrence of one of the events set forth in this clause (ii), prior to the end of the term of this Agreement, shall not be considered an event that would permit the Executive to resign for Good Reason and receive a severance payment pursuant to the terms of this Agreement.
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(b) Upon the occurrence of an Event of Termination, the Bank shall pay the Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses to which the Executive would have been entitled for the lesser of (i) twelve (12) months or (ii) the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable that would have been payable hereunder, the bonus(es) will be deemed to be equal to the average annual bonus paid over the prior three years. The payment shall be made in a lump sum on or before the 30th day following the Executives termination of employment, unless the payment is due in connection with a termination program involving more than one employee, in which case the payment shall be due within no more than the 60th day following the Executives termination of employment, provided the Executive executes and does not revoke the Release (as described below). The payment of severance will not be reduced in the event the Executive obtains other employment following his termination of employment. Notwithstanding the foregoing, the Executive shall not be entitled to any payment or benefits under this Section 4 unless and until the Executive executes a general release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which the Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement (the Release), with any such Release to be in a form prepared or approved by the Bank.
(c) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Banks expense, until the earlier of for the lesser of (i) the remaining unexpired term of the Agreement or (ii) the time at which the Executive receives coverage under another employers plan, nontaxable medical and dental coverage substantially comparable and in accordance with its customary co-pay percentages, as reasonably available, to the coverage maintained by the Bank for the Executive and his dependents prior to the Event of Termination, except to the extent the coverage may be changed in its application to all Bank employees and then the coverage provided to the Executive and his dependents shall be commensurate with the changed coverage. Notwithstanding the foregoing, if applicable law prohibits (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health or life insurance plans, or if providing the benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) of the non-taxable medical and dental benefits, with the payment made in a lump sum on or before the 30th day following the Executives termination of employment, unless the payment is due in connection with a termination program involving more than one employee, in which case the payment shall be due within no more than the 60th day following the Executives termination of employment, or if later, the date on which the Bank determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons, provided the Executive executes and does not revoke the Release. If providing a lump sum cash payment would result in a violation of Section 409A of the Internal Revenue Code of 1986, as amended (the Code), then the cash payment(s) shall be made to the Executive at the time the premiums would otherwise have been paid.
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(d) For purposes of this Agreement, a Separation from Service shall have occurred if the Bank and the Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the thirty-six (36) months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If the Executive is a Specified Employee, as defined in Code Section 409A, and any payment to be made under sub-paragraph (b) or (c) of this Section 4 is determined to be subject to Code Section 409A without any exception, then, if required by Code Section 409A, the payment or a portion of the payment (to the minimum extent possible) shall be delayed and paid on the first day of the seventh (7th) month following the Executives Separation from Service.
5. | CHANGE IN CONTROL. |
(a) Any payments made to the Executive pursuant to this Section 5 are in lieu of any payments that may otherwise be owed to the Executive pursuant to Section 4 of this Agreement, such that the Executive shall either receive payments pursuant to Section 4 or pursuant to Section 5, but not pursuant to both provisions.
(b) For purposes of this Agreement, the term Change in Control shall mean:
(1) | Merger: The Company or the Bank merges into or consolidates with another entity, or merges another Bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation; |
(2) | Acquisition of Significant Share Ownership: A person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Companys or the Banks voting securities; provided, however, this clause (2) shall not apply to beneficial ownership of the Companys or the Banks voting shares held in a fiduciary capacity by an entity of which the Company or the Bank directly or indirectly beneficially owns 50% or more of its outstanding voting securities; |
(3) | Change in Board Composition: During any period of two consecutive years, individuals who constitute the Companys or the Banks board of directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Companys or the Banks board of directors; provided, however, that for purposes of this clause (c), each director who is first elected (or first nominated by the board of directors for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of the period; or |
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(4) | Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets. |
Notwithstanding anything herein to the contrary, a Change in Control shall not be deemed to have occurred in connection with the Banks mutual holding company reorganization and/or minority stock offering. Additionally, a Change in Control shall not be deemed to have occurred in the event of a second-step conversion of the First Seacoast Bancorp, MHC to a stock holding company with a contemporaneous stock offering.
(c) Upon the occurrence of a Change in Control followed by an Event of Termination (as defined in Section 4) during the term of this Agreement, the Executive shall receive as severance pay or liquidated damages, or both, from the Bank (or its successor) an amount equal to two (2) times his base amount, as that term is defined for purposes of Code Section 280G. The payment shall be made in a lump sum within ten (10) days of the Executives Separation from Service (within the meaning of Code Section 409A) and shall not be reduced in the event the Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of a Change in Control followed by an Event of Termination (as defined in Section 4), during the Term, the Bank (or its successor) shall provide solely at the Banks (or its successors) expense, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for the Executive and his dependents prior to his termination, except to the extent the coverage may be changed in its application to all Bank employees and then the coverage provided to the Executive and his dependents shall be commensurate with the changed coverage. The continued coverage shall cease twenty-four (24) months following the termination of the Executives employment. Notwithstanding the foregoing, if applicable law prohibits (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health, dental or life insurance plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value (or the remaining value) of the non-taxable medical and dental benefits or life insurance coverage, with the payment to be made by lump sum within ten (10) business days of the date of termination, or if later, the date on which the Bank determines that the insurance coverage (or the remainder of the insurance coverage) cannot be provided for the foregoing reasons. If providing a lump sum cash payment would result in a violation of Code Section 409A, then the cash payment(s) shall be made to the Executive at the time the premiums would otherwise have been paid by the Bank.
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6. | TERMINATION DUE TO DISABILITY OR DEATH. |
(a) Termination of the Executives employment due to Disability shall be construed to comply with Code Section 409A and shall be deemed to have occurred if: (i) the Executive 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 last for a continuous period of not less than twelve (12) months, and as a result, the Executive is 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 or the Company; or (ii) the Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executives employment due to Disability. Upon the determination that the Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days.
(b) The Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its employees and/or executive officers, subject to the terms and conditions of the plan and the approval of the claim by the applicable insurance carrier. To the extent the benefits are less than the Base Salary, the Bank shall pay the Executive an amount equal to the difference between the disability plan benefits and the amount of the Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, and the amounts will be payable in accordance with the regular payroll practices of the Bank.
(c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for the Executive and the Executives dependents prior to the termination of his employment due to Disability (in accordance with its customary co-pay percentages), except to the extent the coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated due to Disability. This coverage shall cease upon the earlier of (i) the date the Executive returns to the full-time employment with the Bank or another employer or (ii) twelve (12) months from the date of termination of the Executives employment due to Disability. Nothing herein shall be construed to prevent the Executive from continuing the coverage for the remainder of any applicable COBRA period solely at his own expense. If participation by the Executive is not permitted under the terms of an applicable plan (i.e., such as a group life insurance plan), the Bank shall provide the Executive with reimbursement (payable on a monthly basis) of premiums paid by the Executive to obtain similar benefits for the period specified above; provided, however, that the reimbursement shall not exceed the cost of the monthly premiums for active employees.
(d) In the event of Executives death during the term of this Agreement, his spouse (or, if he is not married at the time of his death, his estate, legal representatives or named beneficiaries) shall be paid the Base Salary at the rate in effect at the time of the Executives death in accordance with the regular payroll practices of the Bank for a period of six (6) months from the date of death. The payments are in addition to any life insurance benefits that Executives beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of the Executive, including, but not limited to, the Banks tax-qualified retirement plans. In addition, the Bank shall continue to provide for twelve (12) months after the Executives death non-taxable medical, dental and other insurance benefits substantially comparable to the coverage maintained by the Bank for the Executives dependents prior to his death (in accordance with the customary co-pay percentages). Nothing herein shall be construed to prevent the Executives eligible dependents from continuing the coverage for the remainder of any applicable COBRA period at their own expense.
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7. | TERMINATION DUE TO RETIREMENT. |
Termination of the Executives employment due to Retirement shall mean termination of the Executives employment at any time after the Executive reaches age 65 or in accordance with any retirement policy established by the Board of Directors with the Executives consent as it applies to him. Upon termination of the Executive due to Retirement, no amounts or benefits shall be due the Executive under Section 4, but the Executive shall be entitled to all benefits under any retirement plan of the Bank and any other applicable plans or arrangements to which the Executive is a party or a participant. The Executive shall not be deemed to have terminated his employment due to Retirement in the event his employment is terminated pursuant to Section 5.
8. | TERMINATION FOR CAUSE. |
(a) The Bank may terminate the Executives employment at any time, but any termination other than termination for Cause, as defined herein, shall not prejudice the Executives right to compensation or other benefits under this Agreement. The Executive shall have no right to receive compensation or other benefits for any period after a termination for Cause. Cause as used herein, shall exist when there has been a good faith determination by the Board of Directors that there shall have occurred one or more of the following events with respect to the Executive:
(1) | personal dishonesty in the Executives performance of his duties on behalf of the Bank; |
(2) | incompetence in the Executives performance of his duties on behalf of the Bank; |
(3) | willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Bank or injury to the business reputation of the Bank or its affiliates; |
(4) | breach of fiduciary duty involving personal profit; |
(5) | material breach of the Banks Code of Ethics or similar employment policies; |
(6) | intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors; |
(7) | willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or |
(8) | material breach by the Executive of any provision of this Agreement. |
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Notwithstanding the foregoing, Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than 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 (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board of Directors), finding that, in the good faith determination of the Board of Directors, the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board of Directors is to make a final determination whether Cause exists, if the Board of Directors determines in good faith at a meeting of the Board of Directors, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause, the Board of Directors may suspend, with pay, the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a subsequent meeting within that time frame at which the Executive shall be given the opportunity to be heard before the Board of Directors. Upon a finding of Cause, the Board of Directors shall deliver to the Executive a Notice of Termination pursuant to Section 10.
(b) For purposes of this Section 8, no act or failure to act, on the part of the Executive, shall be considered willful unless it is committed, or omitted, by the Executive in bad faith or without reasonable belief that the Executives action or omission was in the best interests of the Bank. Any act, or failure to act, based upon the direction of the Board of Directors or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank.
9. | RESIGNATION FROM BOARDS OF DIRECTORS. |
In the event of the Executives termination of employment due to an Event of Termination or for Cause, the Executive shall have deemed to have resigned as a director of the Bank, the Company, and any affiliate of the Bank or the Company (as applicable), including the First Seacoast Bancorp, MHC, effective immediately. This Section 9 shall constitute a resignation for all such purposes and the Executive agrees that the resignation(s) shall take effect immediately upon the termination of employment without any further action necessary on the part of the Executive, the Bank, the Company or any affiliate of the Bank or the Company.
10. | NOTICE. |
(a) Any termination by the Bank for Cause shall be communicated by Notice of Termination to the Executive. If, within thirty (30) days after any Notice of Termination for Cause is given, the Executive notifies the Bank that a dispute exists concerning the termination, the parties shall promptly proceed to arbitration, as provided in Section 20. Notwithstanding the pendency of any such dispute, the Bank shall discontinue paying the Executives compensation and, to the extent permissible by law, discontinue providing any welfare benefits to the Executive or his dependents until the dispute is finally resolved. If it is determined through arbitration that the Executive is entitled to compensation and benefits under Section 4 or 5, the payment of the compensation and the provision of benefits by the Bank shall commence immediately following the date of resolution by arbitration, with interest due the Executive on the cash amount that would have been paid pending arbitration (at the prime rate as published in The Wall Street Journal from time to time).
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(b) Any other termination by the Bank (i.e., any termination other than one for Cause, which is governed by Section 10(a)) or by the Executive shall also be communicated by a Notice of Termination to the other party. If, within thirty (30) days after any Notice of Termination is given, the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, the parties shall promptly proceed to arbitration as provided in Section 20. Notwithstanding the pendency of any such dispute with respect to a termination of employment other than in connection with or following a Change in Control, the Bank shall discontinue paying the Executives compensation and, to the extent permissible by law, discontinue providing any welfare benefits to the Executive or his dependents until the dispute is finally resolved. If it is determined through arbitration that the Executive is entitled to compensation and benefits under Section 4, the payment of the compensation and the provision of benefits by the Bank shall commence immediately following the date of resolution by arbitration, with interest due the Executive on the cash amount that would have been paid pending arbitration (at the prime rate as published in The Wall Street Journal from time to time). With respect to any dispute regarding a termination of employment in connection with or following a Change in Control, the Bank shall continue to pay the Executive his Base Salary, and other compensation and benefits in effect when the notice giving rise to the dispute was given; provided, however, that the payments and benefits shall not continue beyond the then remaining unexpired term of the Agreement. If it is determined that the Executive is entitled to receive severance benefits under this Agreement, then any continuation of Base Salary and other compensation and benefits made to the Executive under this Section 10 shall offset the amount of any severance benefits otherwise due to the Executive under this Agreement.
(c) For purposes of this Agreement, a Notice of Termination shall mean a written notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executives employment under the provision so indicated.
11. | POST-TERMINATION OBLIGATIONS. |
(a) One-Year Non-Solicitation. The Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank, he shall not, without the prior written consent of the Bank, either directly or indirectly (i) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Bank or the Company, or any of their respective subsidiaries or affiliates, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank or the Company, or any of their direct or indirect subsidiaries or affiliates or has headquarters or offices within thirty-five (35) miles of the locations in which the Bank or the Company has business operations or has filed an application for regulatory approval to establish an office, or (ii) solicit business from any customer of the Bank or their subsidiaries, divert or attempt to divert any business from the Bank or their subsidiaries, or induce, attempt to induce, or assist others in inducing or attempting to induce any agent, customer or supplier of the Bank or any other person or entity associated or doing business with the Bank (or proposing to become associated or to do business with the Bank) to terminate such persons or entitys relationship with the Bank (or to refrain from becoming associated with or doing business with the Bank) or in any other manner to interfere with the relationship between the Bank and any such person or entity. Notwithstanding the foregoing, these non-solicitation restrictions shall not apply if the Executives employment is terminated in connection with or following a Change in Control.
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(b) One-Year Non-Competition. The Executive hereby covenants and agrees that, for a period of one (1) year following his termination of employment with the Bank, he shall not, without the written consent of the Bank, either directly or indirectly become an officer, employee, consultant, director, independent contractor, agent, sole proprietor, joint venturer, greater than five percent (5%) equity owner or stockholder, partner or trustee of any savings association, savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other financial services entity or business that competes with the business of the Bank or its affiliates or has headquarters or offices within thirty-five (35) miles of the locations in which the Bank or the Company has business operations or has filed an application for regulatory approval to establish an office. Notwithstanding the foregoing, this non-competition restriction shall not apply if the Executives employment is terminated in connection with or following a Change in Control.
(c) The Executive understands and agrees that the Executives employment creates a relationship of confidence and trust between the Executive and the Bank with respect to all Confidential Information. At all times, both during the Executives employment with the Bank and after its termination (with or without this Agreement being in effect), the Executive will keep in confidence and trust all Confidential Information, and will not use or disclose any Confidential Information without the written consent of the Bank, except as may be necessary in the ordinary course of performing the Executives duties to the Bank. As used in this Agreement, Confidential Information means information belonging to the Bank, the Company or the MHC, which is of value to the Bank, the Company and the MHC in the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to the Bank. Confidential Information includes, without limitation, financial information, reports, and forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Bank. Confidential Information includes information developed by the Executive in the course of the Executives employment by the Bank, as well as other information to which the Executive may have access in connection with the Executives employment. Confidential Information also includes the confidential information of others with which the Bank has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain not by reason of a breach of this Section 11(c).
(d) The Executive shall, upon reasonable notice, furnish any information and provide assistance to the Bank as may reasonably be required by the Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that the Executive shall not be required to provide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates.
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(e) All payments and benefits to the Executive under this Agreement shall be subject to the Executives compliance with this Section 11 to the extent permitted by law. The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of the Executives breach of this Section 11, agree that, in the event of any such breach by the Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive and all persons acting for or with the Executive without the necessity of posting bond. The Executive represents and admits that the Executives experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Bank, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to them for a breach or threatened breach, including the recovery of damages from the Executive.
(f) The provisions of this Section 11 shall survive the termination of this Agreement and/or the expiration of the term of this Agreement.
12. | SOURCE OF PAYMENTS. |
All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Company may accede to this Agreement but only for the purpose of guaranteeing payment and provision of all amounts and benefits due hereunder to the Executive.
13. | EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS. |
This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor of the Bank and the Executive. Notwithstanding the foregoing, this Agreement shall not supersede or alter any non-disclosure agreement with the Bank. This Agreement shall also not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that the Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.
14. | NO ATTACHMENT; BINDING ON SUCCESSORS. |
(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 effect any such action shall be null, void, and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of, the Executive and the Bank and the Company and their respective successors and assigns.
15. | MODIFICATION AND WAIVER. |
(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
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(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 written waiver shall be deemed a continuing waiver unless specifically stated therein, and each waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of the term or condition for the future as to any act other than that specifically waived.
16. | REQUIRED PROVISIONS. |
(a) The Bank may terminate the Executives employment at any time, but any termination by the Board of Directors other than termination for Cause shall not prejudice the Executives right to compensation or other benefits under this Agreement. The Executive shall have no right to receive compensation or other benefits for any period after termination for Cause.
(b) If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Banks affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Banks obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended.
(c) If the Executive is removed and/or permanently prohibited from participating in the conduct of the Banks affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.
(d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.
(e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the Regulator) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.
(f) Notwithstanding anything herein contained to the contrary, any payments to the Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.
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17. | SEVERABILITY. |
If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, the invalidity shall not affect any other provision of this Agreement or any part of the provision held invalid by any court or arbitrator, and each other provision and part thereof shall to the full extent consistent with law continue in full force and effect.
18. | 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.
19. | GOVERNING LAW. |
This Agreement shall be governed by the laws of the State of New Hampshire except to the extent superseded by federal law.
20. | ARBITRATION. |
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a panel of three arbitrators sitting in a location selected by the Executive within fifty (50) miles from the main office of the Bank, in accordance with the rules of the American Arbitration Associations National Rules for the Resolution of Employment Disputes (National Rules) then in effect. One arbitrator shall be selected by the Executive, one arbitrator shall be selected by the Bank and the third arbitrator shall be selected by the arbitrators selected by the parties. If the arbitrators selected by the Executive and the Bank are unable to agree within fifteen (15) days upon a third arbitrator, the third arbitrator shall be appointed for them from a panel of arbitrators selected in accordance with the National Rules. Judgment may be entered on the arbitrators award in any court having jurisdiction.
21. | INSURANCE AND INDEMNIFICATION. |
The Executive shall be provided with coverage under a standard directors and officers liability insurance policy, and shall be indemnified for the term of this Agreement and for a period of six years thereafter to the fullest extent permitted under applicable law against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his having been a director or officer of the Bank or any affiliate (whether or not he continues to be a director or officer at the time of incurring the expenses or liabilities), the expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys fees and the cost of reasonable settlements (settlements must be approved by the Board of Directors), provided, however, the Executive shall not be indemnified or reimbursed for legal expenses or liabilities incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent act committed by the Executive. Any indemnification shall be made consistent with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. §1828(k), and the regulations issued thereunder in 12 C.F.R. Part 359.
15
22. | NOTICE. |
For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:
To the Bank: | Chairman of the Board Federal Savings Bank 633 Central Avenue Dover, NH 03820 | |||
To the Executive: | Timothy F. Dargan At the address last appearing on the personnel records of the Bank |
16
IN WITNESS WHEREOF, the Bank and the Company have caused this Agreement to be executed by their duly authorized representatives, and the Executive has signed this Agreement, on the date first above written.
Federal Savings Bank | ||
By: | /s/ Dana C. Lynch | |
Chairman of the Board |
First Seacoast Bancorp | ||
By: | /s/ Dana C. Lynch | |
Chairman of the Board |
Executive |
/s/ Timothy F. Dargan |
Timothy F. Dargan |
17
Exhibit 10.4
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment is made as of this 16th day of July, 2019 (the Amendment), by and between First Seacoast Bank, a federally-chartered savings bank (the Bank), and James R. Brannen (the Executive). Any reference to the Company shall mean First Seacoast Bancorp, the federal mid-tier holding company of the Bank. The Company is a signatory to this Amendment solely as provided for in Section 12 of the Agreement (as hereinafter defined). Capitalized terms which are not defined herein shall have the meaning ascribed to them in the Agreement.
WITNESSETH
WHEREAS, the Bank and the Executive are parties to the Employment Agreement, dated as of March 1, 2019, by and between the Bank and the Executive (the Agreement); and
WHEREAS, the Bank and the Executive wish to amend the Agreement in order to ensure compliance with federal regulations.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intention to be legally bound hereby, the Bank and the Executive agree as follows:
1. | NEW SECTION 12 OF THE AGREEMENT. |
Section 12 of the Agreement is hereby amended, to read in its entirety as follows:
12. | SOURCE OF PAYMENTS. |
(a) All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Company may accede to this Agreement but only for the purpose of guaranteeing payment and provision of all amounts and benefits due hereunder to the Executive.
(b) With respect to any obligations of the Company under this Agreement, the obligations shall be conditioned on compliance with 12 C.F.R. 239.41(b).
IN WITNESS WHEREOF, the Bank and the Company have caused this Amendment to be executed by their duly authorized representatives, and the Executive has signed this Amendment, on the date first above written.
First Seacoast Bank | ||
By: | /s/ Dana C. Lynch | |
Chairman of the Board | ||
First Seacoast Bancorp | ||
By: | /s/ Dana C. Lynch | |
Chairman of the Board | ||
Executive | ||
/s/ James R. Brannen | ||
James R. Brannen |
Exhibit 10.5
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment is made as of this 16th day of July, 2019 (the Amendment), by and between First Seacoast Bank, a federally-chartered savings bank (the Bank), and Richard M. Donovan (the Executive). Any reference to the Company shall mean First Seacoast Bancorp, the federal mid-tier holding company of the Bank. The Company is a signatory to this Amendment solely as provided for in Section 12 of the Agreement (as hereinafter defined). Capitalized terms which are not defined herein shall have the meaning ascribed to them in the Agreement.
WITNESSETH
WHEREAS, the Bank and the Executive are parties to the Employment Agreement, dated as of March 1, 2019, by and between the Bank and the Executive (the Agreement); and
WHEREAS, the Bank and the Executive wish to amend the Agreement in order to ensure compliance with federal regulations.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intention to be legally bound hereby, the Bank and the Executive agree as follows:
1. | NEW SECTION 12 OF THE AGREEMENT. |
Section 12 of the Agreement is hereby amended, to read in its entirety as follows:
12. | SOURCE OF PAYMENTS. |
(a) All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Company may accede to this Agreement but only for the purpose of guaranteeing payment and provision of all amounts and benefits due hereunder to the Executive.
(b) With respect to any obligations of the Company under this Agreement, the obligations shall be conditioned on compliance with 12 C.F.R. 239.41(b).
IN WITNESS WHEREOF, the Bank and the Company have caused this Amendment to be executed by their duly authorized representatives, and the Executive has signed this Amendment, on the date first above written.
First Seacoast Bank | ||
By: | /s/ Dana C. Lynch | |
Chairman of the Board | ||
First Seacoast Bancorp | ||
By: | /s/ Dana C. Lynch | |
Chairman of the Board | ||
Executive | ||
/s/ Richard M. Donovan | ||
Richard M. Donovan |
Exhibit 10.6
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment is made as of this 16th day of July, 2019 (the Amendment), by and between First Seacoast Bank, a federally-chartered savings bank (the Bank), and Timothy F. Dargan (the Executive). Any reference to the Company shall mean First Seacoast Bancorp, the federal mid-tier holding company of the Bank. The Company is a signatory to this Amendment solely as provided for in Section 12 of the Agreement (as hereinafter defined). Capitalized terms which are not defined herein shall have the meaning ascribed to them in the Agreement.
WITNESSETH
WHEREAS, the Bank and the Executive are parties to the Employment Agreement, dated as of March 1, 2019, by and between the Bank and the Executive (the Agreement); and
WHEREAS, the Bank and the Executive wish to amend the Agreement in order to ensure compliance with federal regulations.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intention to be legally bound hereby, the Bank and the Executive agree as follows:
1. | NEW SECTION 12 OF THE AGREEMENT. |
Section 12 of the Agreement is hereby amended, to read in its entirety as follows:
12. | SOURCE OF PAYMENTS. |
(a) All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Company may accede to this Agreement but only for the purpose of guaranteeing payment and provision of all amounts and benefits due hereunder to the Executive.
(b) With respect to any obligations of the Company under this Agreement, the obligations shall be conditioned on compliance with 12 C.F.R. 239.41(b).
IN WITNESS WHEREOF, the Bank and the Company have caused this Amendment to be executed by their duly authorized representatives, and the Executive has signed this Amendment, on the date first above written.
First Seacoast Bank | ||
By: | /s/ Dana C. Lynch | |
Chairman of the Board | ||
First Seacoast Bancorp | ||
By: | /s/ Dana C. Lynch | |
Chairman of the Board | ||
Executive | ||
/s/ Timothy F. Dargan | ||
Timothy F. Dargan |
Exhibit 21
Subsidiaries of First Seacoast Bancorp, Inc.
Name |
Percent Ownership |
State of Incorporation | ||
First Seacoast Bank | 100% | Federal |
Subsidiaries of First Seacoast Bank
Name |
Percent Ownership |
State of Incorporation | ||
FSB Service Corporation, Inc. | 100% | New Hampshire |
Exhibit 23.2
FELDMAN FINANCIAL ADVISORS, INC.
8804 MIRADOR PLACE
MCLEAN, VA 22102
202-467-6862
September 8, 2022
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bancorp, Inc.
First Seacoast Bank
633 Central Avenue
Dover, New Hampshire 03820
Members of the Boards of Directors:
We hereby consent to the use of our firms name in the Application for Conversion of a Mutual Holding Company on Form FR MM-AC, and any amendments thereto, to be filed with the Board of Governors of the Federal Reserve System. We also consent to the use of our firms name in the Registration Statement on Form S-1, and amendments thereto, to be filed with the Securities and Exchange Commission. Additionally, we consent to the inclusion of, summary of, and reference to our Conversion Valuation Appraisal Report and any Conversion Valuation Appraisal Updates and our statements concerning subscription rights and liquidation rights in such filings and amendments, including the prospectus of First Seacoast Bancorp, Inc. We also consent to the reference to our firm under the heading Experts in the prospectus.
Sincerely,
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-1 of First Seacoast Bancorp, Inc. of our report dated March 25, 2022, on the consolidated financial statements of First Seacoast Bancorp included in the Prospectus contained in such Registration Statement and to the reference to us under the heading Experts in the Prospectus.
/s/Baker Newman & Noyes LLC
Portsmouth, New Hampshire
September 13, 2022
Exhibit 99.1
FELDMAN FINANCIAL ADVISORS, INC.
8804 MIRADOR PLACE
MCLEAN, VA 22102
(202) 467-6862
June 8, 2022
Confidential
Board of Directors
First Seacoast Bancorp
633 Central Avenue
Dover, New Hampshire 03820
Members of the Board:
This letter sets forth the agreement (Agreement) between First Seacoast Bancorp (the Company) and Feldman Financial Advisors, Inc. (FFA), whereby the Company has engaged FFA to provide an independent appraisal of the estimated aggregate pro forma market value (the Valuation) of the Company in connection with the conversion of the Company from the mutual holding company structure to a fully stock holding company structure and concurrent second-step stock offering by a newly formed stock holding company (the Conversion). First Seacoast Bancorp, MHC currently owns a majority of the outstanding common stock of the Company, which owns all of the outstanding common stock of First Seacoast Bank.
FFA agrees to deliver the Valuation, in a written report satisfying applicable regulatory guidelines for mutual-to-sock conversion appraisals, to the Company at the address above on or before a mutually agreed upon date. Further, FFA agrees to perform such other services as are necessary or required of the independent appraiser in connection with comments from the Companys regulatory authorities and subsequent updates of the Valuation as from time to time may be necessary, both after initial approval by the Companys regulatory authorities and prior to the time the Conversion is completed. If requested, FFA will assist the Company in responding to all regulatory inquiries regarding the Valuation and will also assist the Company at all meetings with the regulatory authorities concerning the Valuation.
The Company agrees to pay FFA a professional consulting fee of $45,000 for FFAs appraisal services related to preparation of the initial appraisal report. Any subsequent appraisal updates required in conjunction with the regulatory application and the second-step stock offering will be subject to an additional fee of $6,500 per update. It is anticipated that there will be at least one appraisal update, specifically the appraisal update required after the completion of the subscription and community offering.
FELDMAN FINANCIAL ADVISORS, INC.
Board of Directors
First Seacoast Bancorp
June 8, 2022
Page 2
The Company also agrees to reimburse FFA for certain out-of-pocket expenses necessary and incident to the completion of the services described above. These expenses shall not exceed $5,000 without the prior consent of the Company. Reimbursable expenses for copying, report reproduction, data materials, express mail delivery, and travel shall be paid to FFA as incurred and billed. Payment of the professional consulting fee shall be made according to the following schedule:
| $ 6,500 upon execution of this Agreement; |
| $38,500 upon delivery of the initial appraisal report to the Company; and, |
| $ 6,500 upon completion of each updated appraisal report. |
If, during the course of the Conversion, unforeseen events occur so as to materially change the nature of the work content of the appraisal services described above such that FFA must supply services beyond that contemplated at the time this contract was executed, the terms of this Agreement shall be subject to renegotiation by the Company and FFA. Such unforeseen events shall include, but not be limited to, material changes in regulations governing the Conversion, material changes in mutual-to-stock conversion appraisal guidelines or processing procedures as administered by the relevant regulatory authorities, major changes in the Companys management or operating policies, and excessive delays or suspension of processing of the Conversion.
In the event the Company shall for any reason discontinue the Conversion prior to delivery of the completed appraisal report and payment of the progress payment fee totaling $38,500, the Company agrees to compensate FFA according to FFAs standard billing rates for consulting appraisal services based on accumulated and verifiable time expended, provided that the total of such charges shall not exceed $45,000 plus reimbursable expenses and less credit for payment of the initial fee of $6,500.
In order to induce FFA to render the aforesaid services, the Company agrees to the following:
1. | The Company agrees to supply FFA such information with respect to the Companys business and financial condition as FFA may reasonably request in order for FFA to perform the appraisal services. Such information shall include, without limitation: annual financial statements, periodic regulatory filings and material agreements, corporate books and records, and such other documents as are material for the performance by FFA of the appraisal services. |
2. | The Company hereby represents and warrants to FFA (i) that to its best knowledge any information provided to FFA by or on behalf of the Company, will not, at any relevant time, contain any untrue statement of a material fact or fail to state a material fact necessary to make the information or statements therein not false or misleading, (ii) that the Company will not use the product of FFAs services in any manner, including in a proxy or offering circular, in connection with any untrue statement of a material fact or in connection with the failure to state a material fact necessary to make other statements not false or misleading, and (iii) that all documents incorporating or relying upon FFAs services or the product of FFAs services will otherwise comply with all applicable federal and state laws and regulations. |
FELDMAN FINANCIAL ADVISORS, INC.
Board of Directors
First Seacoast Bancorp
June 8, 2022
Page 3
3. | Any valuations or opinions issued by FFA may be included in its entirety in any communication by the Company in any regulatory application, proxy statement, or offering prospectus; provided that, such valuation or opinion may not be disclosed in the prospectus, nor reproduced and distributed, nor may FFA be referred to in the prospectus without FFAs prior written consent. |
4. | FFAs Valuation will be based upon the Companys representation that the information contained in the Conversion application and additional information furnished to us by the Company and its independent auditors is truthful, accurate, and complete in all material respects. FFA will not independently verify the financial statements and other information provided by the Company and its independent auditors, nor will FFA independently value the assets or liabilities of the Company. The Valuation will consider the Company only as a going concern and will not be considered as an indication of the liquidation value of the Company. |
5. | FFAs Valuation is not intended, and must not be represented to be, a recommendation of any kind as to the advisability of purchasing shares of common stock in the Conversion. 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, FFA will give no assurance that persons who purchase shares of common stock in the Conversion will thereafter be able to sell such shares at prices related to FFAs Valuation. |
6. | The Company agrees to indemnify FFA and its affiliates and all persons employed by or associated with FFA or its affiliates against all claims, liabilities and related expenses, as incurred, arising out of this engagement, unless, upon final adjudication, such claims, liabilities and expenses are found to have resulted primarily from FFAs gross negligence, bad faith, or willful misconduct. Any provision for indemnification of the Company shall be in accordance with federal banking law and applicable regulations of the Federal Deposit Insurance Corporation (12 CFR Part 359). No termination, completion or modification hereof shall limit or affect such indemnification obligation. In the event FFA becomes aware of a claim or a possible claim arising out of this Agreement, it shall notify the Company as soon as possible. The Company will attempt to resolve the claim. In the event the Company is not able to resolve the claim, it has the option to retain legal counsel on behalf of FFA to defend the claim. |
FELDMAN FINANCIAL ADVISORS, INC.
Board of Directors
First Seacoast Bancorp
June 8, 2022
Page 4
7. | The Company and FFA are not affiliated, and neither the Company nor FFA 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. It is understood that FFA is not a seller of securities within the scope of any federal or state securities law and any report prepared by FFA shall not be used as an offer or solicitation with respect to the purchase or sale of any security, it being understood that the foregoing shall not be construed to prohibit the filing of any such report as part of the Conversion application or Securities and Exchange Commission and blue sky filings or customary references thereto in applications, filings, proxy statements and prospectuses. |
Please acknowledge your concurrence with the foregoing by signing as indicated below and returning to FFA a signed copy of this Agreement and the initial payment in the amount of $6,500.
Yours very truly, |
FELDMAN FINANCIAL ADVISORS, INC. |
|
Trent R. Feldman |
President |
AGREED TO AND ACCEPTED FOR: | ||
FIRST SEACOAST BANCORP | ||
By: | /s/ Richard M. Donovan | |
Title: | CFO | |
Date: | June 9, 2022 |
Exhibit 99.2
FELDMAN FINANCIAL ADVISORS, INC.
8804 MIRADOR PLACE
MCLEAN, VA 22102
202-467-6862
September 8, 2022
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bancorp, Inc.
First Seacoast Bank
633 Central Avenue
Dover, New Hampshire 03820
Members of the Boards of Directors:
It is the opinion of Feldman Financial Advisors, Inc., that the subscription rights to be received by the eligible account holders and other eligible subscribers of First Seacoast Bank (the Bank), pursuant to the Plan of Conversion and Reorganization (the Plan) adopted by the Boards of Directors of First Seacoast Bancorp, MHC (the MHC), First Seacoast Bancorp (the Mid-Tier), and the Bank, do not have any ascertainable market value at the time of distribution or at the time the rights are exercised in the subscription offering.
In connection with the Plan, the MHC will convert from the two-tier mutual holding company form of organization to the fully stock form. The MHC will be merged into the Mid-Tier and, as a result, the MHC will cease to exist. The Mid-Tier will merge into a newly-formed Maryland corporation named First Seacoast Bancorp, Inc. (the Company) and, as a result, the Mid-Tier will cease to exist. As part of the conversion and stock offering, the 55.2% ownership interest of the MHC in the Mid-Tier will be offered for sale in the stock offering. When the conversion and stock offering are completed, the Company will own all of the outstanding common stock of the Bank and public stockholders of the Company will own all of the outstanding common stock of the Company.
In accordance with the Plan, subscription rights to purchase shares of common stock of the Company in the subscription offering are to be granted to: (1) eligible account holders; (2) tax-qualified employee plans; (3) supplemental eligible account holders; and (4) other members. Any shares of common stock of the Company that remain unsubscribed for in the subscription offering will be offered for sale in the community offering or syndicated community offering to certain members of the general public.
Our opinion is based on the fact that the subscription rights are acquired by the recipients without cost, are legally non-transferable and of short duration, and afford the recipients the right only to purchase shares of common stock of the Company at a price equal to its aggregate estimated pro forma market value, which will be the same price at which any unsubscribed shares will be purchased by members of the general public in the community or syndicated community offerings.
Changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external factors may occur from time to time, often with great unpredictability and may materially impact the value of savings institution common stocks as a whole or the Companys 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,
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit 99.3
FELDMAN FINANCIAL ADVISORS, INC.
8804 MIRADOR PLACE
MCLEAN, VA 22102
202-467-6862
First Seacoast Bancorp
Dover, New Hampshire
Conversion Valuation Appraisal Report
Valued as of August 26, 2022
Prepared By
Feldman Financial Advisors, Inc.
McLean, Virginia
FELDMAN FINANCIAL ADVISORS, INC.
8804 MIRADOR PLACE
MCLEAN, VA 22102
202-467-6862
August 26, 2022
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bancorp, Inc.
First Seacoast Bank
633 Central Avenue
Dover, New Hampshire 03820
Members of the Boards of Directors:
At your request, we have completed and hereby provide an independent appraisal (the Appraisal) of the estimated pro forma market value of First Seacoast Bancorp (FSB or the Company) on a fully converted basis as of August 26, 2022 in conjunction with the Companys conversion (the Conversion) from the two-tier mutual holding company structure to the fully stock holding company form of ownership and simultaneous offering for sale (the Stock Offering) of the shares of common stock currently held by First Seacoast Bancorp, MHC (the MHC). The Company is a federally-chartered mid-tier stock holding company that owns all of the outstanding shares of common stock of First Seacoast Bank (the Bank). The MHC currently owns approximately 55.2% of the outstanding shares of common stock of FSB. The Appraisal is furnished pursuant to the filing by the MHC and the Company of an application (the Application) concerning the Conversion and Stock Offering with the Board of Governors of the Federal Reserve System.
Pursuant to the Plan of Conversion and Reorganization (Plan of Conversion), the MHC will be merged into FSB and, as a result, the MHC will cease to exist. FSB, which owns 100% of the outstanding common stock of the Bank, will merge into a new Maryland-chartered corporation named First Seacoast Bancorp, Inc. (New FSB) and, as a result, FSB will cease to exist. As part of the Conversion, the 55.2% ownership interest of the MHC in FSB will be offered for sale in the Stock Offering. When the Conversion is completed, New FSB will own all of the outstanding common stock of the Bank and public stockholders will own all of the outstanding common stock of New FSB.
In conjunction with the Conversion, the shares of common stock are first being offered for sale in a subscription offering to eligible depositors and borrowers of the Bank and to tax-qualified employee benefit plans of the Bank. Shares not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given first to residents of specific counties served by the Bank and secondly to existing public stockholders of FSB. Any shares of common stock not purchased in the subscription or community offerings may be offered for sale to the public in a syndicated community offering.
FELDMAN FINANCIAL ADVISORS, INC.
Boards of Directors
August 26, 2022
Page Two
In addition to the shares being sold in the Stock Offering, the shares of common stock of FSB currently owned by public stockholders will be exchanged for shares of common stock of New FSB based on an exchange ratio, subject to any necessary adjustment, that will result in existing public stockholders owning approximately the same percentage of common stock as they owned of the common stock of FSB immediately before the completion of the Conversion.
Feldman Financial Advisors, Inc. (Feldman Financial) is a financial consulting and economic research firm that specializes in financial valuations and analyses of business enterprises and securities in the thrift, banking, and mortgage industries. The background of Feldman Financial is presented in Exhibit I. In preparing the Appraisal, we conducted an analysis of the Company that included discussions with the Companys management, the Companys legal counsel, Luse Gorman, PC, and the Companys independent registered public accounting firm, Baker Newman & Noyes LLC. In addition, where appropriate, we considered information based on other available published sources that we believe are reliable; however, we cannot guarantee the accuracy and completeness of such information.
We also reviewed, among other factors, the economy in the Companys primary market area and compared the Companys financial condition and operating performance with that of selected publicly traded thrift institutions. We reviewed conditions in the securities markets in general and in the market for thrift institution common stocks in particular.
The Appraisal is based on the Companys representation that the information contained in the Application and additional evidence furnished to us by the Company and its independent auditor are truthful, accurate, and complete. We did not independently verify the financial statements and other information provided by the Company and its independent auditor, nor did we independently value the assets or liabilities of the Company. The Appraisal considers the Company only as a going concern and should not be considered as an indication of the liquidation value of the Company.
It is our opinion that, as of August 26, 2022, the estimated pro forma market value of the Company on a fully converted basis including (1) newly-issued shares representing the MHCs current ownership interest in the Company and (2) exchange shares issued to existing public stockholders of the Company was within a range (the Valuation Range) of $50,774,920 to $68,695,480 with a midpoint of $59,735,200. The Valuation Range was based upon a 15% decrease from the midpoint to determine the minimum and a 15% increase from the midpoint to establish the maximum. Based on an offering price of $10.00 per share, the Valuation Range reflects total pro forma outstanding shares ranging from 5,077,492 at the minimum to 6,869,548 at the maximum.
FELDMAN FINANCIAL ADVISORS, INC.
Boards of Directors
August 26, 2022
Page Three
In preparing the pro forma valuation analysis, we have taken into account the pro forma impact of the MHCs unconsolidated net assets that will be consolidated with the Company and thus will slightly increase pro forma equity. After accounting for the impact of the MHCs net assets of $100,000 as of June 30, 2022, the public stockholders aggregate ownership interest in FSB was reduced by 0.2%, or a difference of 0.0750 percentage points. Accordingly, for purposes of the Companys pro forma valuation, the public stockholders pro forma ownership interest was reduced from 44.8312% to 44.7562% and the MHCs pro forma ownership interest was increased from 55.1688% to 55.2438%.
Based on the Valuation Range and taking into account the pro forma ownership interest represented by the shares owned by the MHC, the midpoint of the offering range is $33,000,000 or equal to 3,300,000 shares at the offering price of $10.00 per share. The resulting offering range and offering shares, all based on the offering price of $10.00 per share, are as follows: $28,050,000 or 2,805,000 shares at the minimum and $37,950,000 or 3,795,000 shares at the maximum.
The federal conversion regulations provide that in a conversion of a mutual holding company, the minority stockholders are entitled to exchange the public shares for newly issued shares in the fully converted company. The Boards of Directors of the MHC, the Company, and the Bank have independently determined the exchange ratio, which has been designed to preserve the current aggregate percentage ownership in the Company (adjusted for the dilution caused by the consolidation of the MHCs unconsolidated net assets into the Company and the resulting capital contribution).
The exchange ratio to be received by the existing minority stockholders of the Company will be determined at the end of the Stock Offering, based on the total number of shares sold in the subscription and community offerings and the final appraisal. Based on the valuation conclusion herein, the resulting offering value, and the $10.00 per share offering price, the indicated exchange ratio at the midpoint is 0.9833 shares of New FSB common stock for every one share of FSB common stock held by public stockholders. Furthermore, based on the offering range of value, the indicated exchange ratio is 0.8358 at the minimum and 1.1308 at the maximum. Feldman Financial expresses no opinion on the proposed exchange of newly issued shares of New FSB common stock for the shares of FSB common stock held by the public stockholders or on the proposed exchange ratio.
Our Appraisal is not intended, and must not be construed, to be a recommendation of any kind as to the advisability of purchasing shares of common stock in the Stock Offering. Moreover, because the Appraisal 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 stock in the Stock Offering will thereafter be able to sell such shares at prices related to the foregoing estimate of the Companys pro forma market value.
FELDMAN FINANCIAL ADVISORS, INC.
Boards of Directors
August 26, 2022
Page Four
Feldman Financial is not a seller of securities within the meaning of any federal or state securities laws, and any report prepared by Feldman Financial shall not be used as an offer or solicitation with respect to the purchase or sale of any securities.
The Valuation Range reported herein will be updated as appropriate. These updates will consider, among other factors, any developments or changes in the Companys operating performance, financial condition, or management policies, and current conditions in the securities markets for thrift institution common stocks. Should any such new developments or changes be material, in our opinion, to the valuation of the Company, appropriate adjustments to the estimated pro forma market value will be made. The reasons for any such adjustments will be explained in detail at that time.
Respectfully submitted, |
Feldman Financial Advisors, Inc. |
![]() |
Trent R. Feldman |
President |
![]() |
Peter W. L. Williams |
Principal |
FELDMAN FINANCIAL ADVISORS, INC.
TABLE OF CONTENTS
TAB |
PAGE | |||||||
INTRODUCTION | 1 | |||||||
I. | CHAPTER ONE BUSINESS OF FIRST SEACOAST BANCORP | |||||||
General Overview | 4 | |||||||
Financial Condition | 11 | |||||||
Income and Expense Trends | 24 | |||||||
Interest Rate Risk Management | 32 | |||||||
Asset Quality | 36 | |||||||
Office Facilities | 39 | |||||||
Market Area | 41 | |||||||
Summary Outlook | 55 | |||||||
II. | CHAPTER TWO COMPARISONS WITH PUBLICLY TRADED THRIFTS | |||||||
General Overview | 57 | |||||||
Selection Criteria | 58 | |||||||
Recent Financial Comparisons | 62 | |||||||
III. | CHAPTER THREE MARKET VALUE ADJUSTMENTS | |||||||
General Overview | 75 | |||||||
Earnings Prospects | 76 | |||||||
Financial Condition | 77 | |||||||
Market Area | 78 | |||||||
Management | 79 | |||||||
Dividend Payments | 80 | |||||||
Liquidity of the Issue | 81 | |||||||
Subscription Interest | 82 | |||||||
Recent Acquisition Activity | 83 | |||||||
Effect of Banking Regulations and Regulatory Reform | 85 | |||||||
Stock Market Conditions | 85 | |||||||
Adjustments Conclusion | 92 | |||||||
Valuation Approach | 93 | |||||||
Valuation Conclusion | 96 | |||||||
IV. | APPENDIX EXHIBITS | |||||||
I | Background of Feldman Financial Advisors, Inc. | I-1 | ||||||
II-1 | Consolidated Balance Sheets | II-1 | ||||||
II-2 | Consolidated Income Statements | II-2 | ||||||
II-3 | Loan Portfolio Composition | II-3 | ||||||
II-4 | Cash and Investments Composition | II-4 | ||||||
II-5 | Deposit Account Composition | II-5 | ||||||
II-6 | Borrowed Funds Activity | II-6 | ||||||
II-7 | Office Properties | II-7 | ||||||
III | Financial and Market Data for All Public Thrifts | III-1 | ||||||
IV-1 | Effect of the MHCs Assets on Minority Stock Ownership | IV-1 | ||||||
IV-2 | Pro Forma Assumptions for the Stock Offering | IV-2 | ||||||
IV-3 | Pro Forma Fully Converted Valuation Range | IV-3 | ||||||
IV-4 | Pro Forma Fully Converted Analysis at the Midpoint Valuation | IV-5 | ||||||
IV-5 | Comparative Valuation Ratio Differential | IV-6 |
i
FELDMAN FINANCIAL ADVISORS, INC.
LIST OF TABLES
ii
FELDMAN FINANCIAL ADVISORS, INC.
INTRODUCTION
At your request, we have completed and hereby provide an independent appraisal (the Appraisal) of the estimated pro forma market value of First Seacoast Bancorp (FSB or the Company) on a fully converted basis as of August 26, 2022 in conjunction with the Companys conversion (the Conversion) from the two-tier mutual holding company structure to the fully stock holding company form of ownership and simultaneous offering (the Stock Offering) for sale the shares of common stock currently held by First Seacoast Bancorp, MHC (the MHC). The Company is a federally-chartered mid-tier stock holding company that owns all of the outstanding shares of common stock of First Seacoast Bank (the Bank). The MHC currently owns approximately 55.2% of the outstanding shares of common stock of FSB. The Appraisal is furnished pursuant to the filing by the MHC and the Company of an application (the Application) concerning the Conversion and Stock Offering with the Board of Governors of the Federal Reserve System (Federal Reserve Board).
Pursuant to the Plan of Conversion and Reorganization (Plan of Conversion), the MHC will be merged into FSB and, as a result, the MHC will cease to exist. FSB, which owns 100% of the outstanding common stock of the Bank, will merge into a new Maryland-chartered corporation named First Seacoast Bancorp, Inc. (New FSB) and, as a result, FSB will cease to exist. As part of the Conversion, the 55.2% ownership interest of the MHC in FSB will be offered for sale in the Stock Offering. When the Conversion is completed, New FSB will own all of the outstanding common stock of the Bank and public stockholders will own all of the outstanding common stock of New FSB.
In addition to the shares being sold in the Stock Offering, the shares of common stock of FSB currently owned by public stockholders will be exchanged for shares of common stock of New FSB based on an exchange ratio, subject to any necessary adjustment, that will result in existing public stockholders owning approximately the same percentage of common stock as they owned of the common stock of FSB immediately before the completion of the Conversion.
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FELDMAN FINANCIAL ADVISORS, INC.
Feldman Financial Advisors, Inc. (Feldman Financial) is a financial consulting and economic research firm that specializes in financial valuations and analyses of business enterprises and securities in the thrift, banking, and mortgage industries. The background of Feldman Financial is presented in Exhibit I. In preparing the Appraisal, we conducted an analysis of the Company that included discussions with the Companys management, the Companys legal counsel, Luse Gorman, PC, and the Companys independent registered public accounting firm, Baker Newman & Noyes LLC. In addition, where appropriate, we considered information based on other available published sources that we believe are reliable; however, we cannot guarantee the accuracy and completeness of such information.
We also reviewed, among other factors, the economy in the Companys primary market area and compared the Companys financial condition and operating performance with that of selected publicly traded thrift institutions. We reviewed conditions in the securities markets in general and in the market for thrift institution common stocks in particular.
The Appraisal is based on the Companys representation that the information contained in the Application and additional evidence furnished to us by the Company and its independent auditor are truthful, accurate, and complete. We did not independently verify the financial statements and other information provided by the Company and its independent auditor, nor did we independently value the assets or liabilities of the Company. The Appraisal considers the Company only as a going concern and should not be considered as an indication of the liquidation value of the Company.
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FELDMAN FINANCIAL ADVISORS, INC.
Our Appraisal is not intended, and must not be construed, to be a recommendation of any kind as to the advisability of purchasing shares of common stock in the Stock Offering. Moreover, because the Appraisal 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 stock in the Stock Offering will thereafter be able to sell such shares at prices related to the foregoing estimate of the Companys pro forma market value. Feldman Financial is not a seller of securities within the meaning of any federal or state securities laws, and any report prepared by Feldman Financial shall not be used as an offer or solicitation with respect to the purchase or sale of any securities.
The Valuation Range reported herein will be updated as appropriate. These updates will consider, among other factors, any developments or changes in the Companys operating performance, financial condition, or management policies, and current conditions in the securities markets for thrift institution common stocks. Should any such new developments or changes be material, in our opinion, to the valuation of the Company, appropriate adjustments to the estimated pro forma market value will be made. The reasons for any such adjustments will be explained in detail at that time.
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FELDMAN FINANCIAL ADVISORS, INC.
I. BUSINESS OF FIRST SEACOAST BANCORP
General Overview
First Seacoast Bancorp is the publicly traded stock holding company of First Seacoast Bank. The Company was established in conjunction with the reorganization to the mutual holding company structure in July 2019. The Company raised gross proceeds of $26.8 million in the initial capital offering and became part of a two-tier mutual holding company structure. Established in 1890, the Bank is a federally-chartered stock savings bank headquartered in Dover, New Hampshire. In 2019, the Bank also completed a name change from Federal Savings Bank. The name change was intended to enhance brand and marketing visibility and associate the Bank by name with the New Hampshire and southern Maine Seacoast Region, which the Bank serves and considers to be its primary market area. Unless described otherwise herein, the operations of the Company refer to the consolidated operations of FSB with the Bank.
The Companys business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings from the Federal Home Loan Bank (FHLB), in one- to four-family residential real estate loans, commercial real estate and multi-family loans, commercial business loans, construction and land development loans, home equity loans and lines of credit, and consumer loans. In recent years, the Company has increased its focus on originating higher-yielding commercial real estate and commercial business loans, and intends to continue expanding its portfolio of non-residential loans.
FSB conducts its operations from four full-service banking offices in Strafford County, New Hampshire and one full-service banking office in Rockingham County, New Hampshire. The Company considers its primary lending market area to be Strafford and Rockingham counties in New Hampshire and York County in southern Maine. At June 30, 2022, the
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FELDMAN FINANCIAL ADVISORS, INC.
Company had total assets of $510.2 million, total deposits of $387.9 million, and total equity of $51.9 million (10.17% of assets). The Company reported net income of $2.6 million for the year ended December 31, 2021 and net income of $572,000 for the six months ended June 30, 2022. The Banks deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation (FDIC). The Bank is subject to regulation and examination by the Office of the Comptroller of the Currency, its primary federal regulator, and the FDIC, its deposit insurer. The Bank is also a member of the FHLB of Boston. The Company is subject to regulation by the Federal Reserve Board.
The Bank has served residents of the Seacoast Region of New Hampshire since 1890. Originally established as Dover Co-Operative Savings Fund and Loan Association, the Bank was subsequently known as Dover Co-Operative Bank and later became Dover Federal Savings and Loan Association. The Banks present main office at 633 Central Avenue in Dover was constructed in 1972. The Banks name was changed to Federal Savings Bank in 1983 to reflect a growing customer base in areas outside of Dover.
Historically, the Bank has operated as a conservative residential lender with a focus on managing growth and increasing its capital. The Banks assets expanded at a compound annual growth rate (CAGR) of 4.8% and increased from $165.3 million at December 31, 2000 to $387.1 million at December 31, 2018. While the Banks primary lending thrust has centered on the origination of residential mortgage loans, FSB has steadily expanded its balances of commercial real estate loans and commercial business loans. Following the initial offering in 2019, the Company has grown at a more accelerated pace in an attempt to redeploy and leverage the additional capital. Total assets have expanded at a CAGR of 8.2% or an increase of $123.1 million from $387.1 million at December 31, 2018 to $510.2 million at June 30, 2022.
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FELDMAN FINANCIAL ADVISORS, INC.
The Company has continued its track record of maintaining excellent asset quality. The Companys ratio of non-performing assets to total assets measured 0.12% at June 30, 2022. While the Company has enjoyed steady asset growth, improved capital ratios, and outstanding asset quality, its profitability has been rather undistinguished. From 2010 to 2018, the Bank reported consecutive years of positive earnings with an average return on assets (ROA) of 0.35%. Excluding non-recurring items, the Company reported a core ROA of 0.12%, 0.17%, and 0.46% for 2019, 2020, and 2021, respectively.
The Companys earnings generally have been hampered by relatively high levels of non-interest expense and low levels of non-interest income. The recent increases in operating expenses have mostly reflected FSBs investment in staffing, systems, and infrastructure to facilitate the implementation and management of its organic growth strategies. The Company believes that these expenditures and enhancements help position it to take advantage of growth opportunities given the attractive demographics of its primary market area. In addition, the Company also faces intensified competition from other financial institutions, including new entrants, because of the favorable market attributes and must also seek to defend its market share penetration from further encroachment.
The Seacoast Region benefits from an economy with high employment, rising home values, and a migration of individuals from out-of-state. The Company is optimistic about the growth of business and residential real estate activity in the current environment. Rising operating costs for employees, healthcare, technology, compliance, and other expenses, combined with a relatively low interest rate environment, remain as financial challenges for the Company.
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FELDMAN FINANCIAL ADVISORS, INC.
The Company has continued to pursue a business strategy that is intended to improve long-term profitability and optimize its capital position. Among other initiatives, the business strategy emphasizes: (1) maintaining a conservative balance sheet; (2) investing in personnel, technology, and marketing; (3) enhancing asset quality; and (4) maintaining an effective risk management system. The Companys long-term strategic objectives focus on (1) earnings growth, (2) capital planning, (3) asset growth, and (4) cost control and efficiency. The earnings growth objective is aimed primarily at achieving commercial real estate and residential mortgage loan growth along with wealth management and deposit fee income growth. The capital planning objective will be furthered through the completion of the planned Conversion and Stock Offering and emphasizes leveraging the capital base and enhancing long-term shareholder returns. The asset growth objective will be facilitated by realizing growth in commercial real estate, residential mortgage, commercial business, and consumer loan originations and expanding business development initiatives. The cost control and efficiency objective will be achieved partially by leveraging the operating infrastructure to generate increased revenue and asset growth to improve the efficiency ratio and also by expanding digital banking offerings.
The Company believes that its community orientation is attractive to customers and distinguishes it from the larger banks that operate in the local market area. The Company continues to stress high quality, personal customer service through an honest, straightforward, and upfront marketing approach and has developed a loyal customer base. The Company relies on its experienced and committed staff to meet the needs of customers and effectively deliver banking products and services.
7
FELDMAN FINANCIAL ADVISORS, INC.
The core elements of the Companys business strategy are outlined in more detail below:
| Grow the balance sheet, leverage existing infrastructure, and improve profitability and operating efficiency. Given the Companys existing infrastructure and capabilities, FSB believes it is well-positioned to grow without a proportional increase in overhead expense or operating risk. In recent years, it has assembled an experienced management team and selectively hired lending, business development, and support staff. The Companys operations also benefit from established marketing, sales, information technology, cybersecurity, and audit and compliance departments. Additionally, FSB continues to invest in digital banking technologies. |
| Grow the loan portfolio and increase commercial real estate and commercial business lending. The Companys principal loan origination activity remains primarily one- to four-family residential mortgage loans. The Company continues to supplement these originations by focusing on originating higher-yielding commercial real estate loans (including owner-occupied and non-owner-occupied commercial real estate and multi-family loans), construction loans, commercial business loans, and home equity loans and lines of credit. The Company intends to remain a residential mortgage lender in its market area while maintaining its focus on the origination of commercial real estate loans and commercial business loans. The additional capital that FSB is raising in the Stock Offering will increase the Banks legal lending limit, which will enable it to originate larger loans for portfolio retention to new and existing customers and reduce the need to participate with other lenders to originate larger loans. |
| Maintain strong asset quality and manage credit risk. Strong asset quality is a key to the long-term financial success of any financial institution. FSB has been successful in maintaining strong asset quality in recent years. The Companys ratio of non-performing assets to total assets was 0.20%, 0.17%, and 0.12% at December 31, 2020, December 31, 2021, and June 30, 2022, respectively. FSB attributes this historical credit quality to a conservative credit culture and an effective credit risk management environment. The Company believes that it has an experienced team of credit professionals, well-defined and implemented credit monitoring policies and procedures, and conservative loan underwriting criteria. |
| Increase core deposits and reduce reliance on higher cost borrowings. Deposits are the Companys primary source of funds for lending and investment. Core deposits (which are defined as all deposits except for certificates of deposit), particularly non-interest-bearing demand deposits, represent a low-cost, stable source of funds. Core deposits amounted to 85.9% of the Companys total deposits at June 30, 2022, which level has increased from 77.2% at December 31, 2018. The Company also relies on higher cost FHLB borrowings as a supplemental funding source. At June 30, 2022, the Companys ratio of net loans to deposits was 98.5% and FHLB borrowings totaled $64.3 million. The Company intends to continue to focus on expanding core deposits by leveraging its business development activities and commercial lending and retail relationships. |
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FELDMAN FINANCIAL ADVISORS, INC.
| Grow organically and through opportunistic expansion. The Companys primary intention is to grow its balance sheet organically and utilize its capital to increase its lending and investment capacity. As a local independent financial institution, FSB believes that it will have opportunities to gain market share from customer fallout resulting from the recent consolidation of competing financial institutions in its market area into larger, out-of-market acquirers. In addition to organic growth, the Company may also consider expansion opportunities in its market area or in contiguous markets that it believes would enhance both its franchise value and stockholder returns. These opportunities chiefly include establishing loan production offices, establishing new, or de novo, branch offices and/or acquiring branch offices. However, the Company has no current plans or pending transactions regarding any expansion opportunities. |
While its equity level is solid at $51.9 million or 10.17% of total assets at June 30, 2022, FSB believes it must raise additional capital in order to facilitate its long-term growth objectives and loan generation activity, and provide a greater cushion in response to the risk profile associated with continued expansion and future economic conditions. Although the Company recorded positive earnings of $572,000 for the six months ended June 30, 2022, its equity capital declined by 14.2% or $8.6 million from $60.5 million at December 31, 2021, mainly due to unrealized holding losses on available-for-sale securities arising during the first half of the year.
The Companys primary reasons for undertaking the Conversion and Stock Offering are to:
| Support the planned growth and strengthen the regulatory capital positions of the Company and the Bank with the additional capital raised in the Stock Offering. |
| Transition the organization to a fully stock holding company structure, which provides greater flexibility to access the capital markets as compared to the current mutual holding company structure. |
| Improve the liquidity of the Companys shares of common stock by increasing the number of shares available for trading. |
| Facilitate the stock holding companys ability to pay dividends to public stockholders by eliminating the mutual holding company structure, which entails a majority ownership stake that is held by a single entity. |
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FELDMAN FINANCIAL ADVISORS, INC.
| Facilitate future mergers and acquisitions by increasing the Companys flexibility to structure and finance the expansion of its operations as opportunities arise. |
The remainder of Chapter I examines in more detail the trends addressed in this section, including the impact of changes in the Companys economic and competitive environment, and recent strategic initiatives. The discussion is supplemented by the exhibits in the Appendix. Exhibit II-1 summarizes the Companys consolidated balance sheets as December 31, 2020 and 2021 and June 30, 2022. Exhibit II-2 presents the Companys consolidated income statements for the years ended December 31, 2020 and 2021 and the six months ended June 30, 2021 and 2022.
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FELDMAN FINANCIAL ADVISORS, INC.
Financial Condition
Table 1 presents selected data concerning the Companys financial position as of December 31, 2020 and 2021 and June 30, 2022. Table 2 displays relative balance sheet concentrations for the Company as of similar year-end dates.
Table 1
Selected Financial Condition Data
As of December 31, 2020 and 2021 and June 30, 2022
(Dollars in Thousands)
June 30, | December 31, | |||||||||||
2022 | 2021 | 2020 | ||||||||||
Total assets |
$ | 510,246 | $ | 487,074 | $ | 443,062 | ||||||
Cash and cash equivalents (1) |
5,053 | 7,883 | 8,484 | |||||||||
Securities available-for-sale |
103,387 | 91,365 | 55,470 | |||||||||
Federal Home Loan Bank Stock |
2,684 | 1,688 | 1,796 | |||||||||
Total loans, net |
381,957 | 373,051 | 364,800 | |||||||||
Premises and equipment, net |
4,401 | 4,566 | 5,078 | |||||||||
Bank-owned life insurance |
4,502 | 4,461 | 4,356 | |||||||||
Total deposits |
387,868 | 393,243 | 327,381 | |||||||||
Borrowed funds |
64,250 | 29,462 | 52,322 | |||||||||
Total equity |
51,872 | 60,468 | 58,861 |
(1) | Includes interest-bearing time deposits with other banks. |
Source: First Seacoast Bancorp, financial statements.
Asset Composition
The Companys total assets amounted to $510.2 million at June 30, 2022, reflecting an increase of 4.8% or $23.2 million during the six-month period from total assets of $487.1 million at December 31, 2021. In the prior year, the Companys total assets increased by 9.9% or $44.0 million from $443.1 million at December 31, 2020 to $487.1 million at December 31, 2021. The recent increases in total assets were primarily attributable to increases in the holdings of loans
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FELDMAN FINANCIAL ADVISORS, INC.
and investment securities funded by increases in total deposits and borrowings. Total loans increased by $17.5 million from $368.1 million at December 31, 2020 to $385.6 million at June 30, 2022, spurred by growth mainly in residential mortgage and commercial real estate loans and offset by a decline in commercial business loans due to the guaranteed forgiveness of Paycheck Protection Program (PPP) loans. Securities available-for-sale increased by $47.9 million from $55.5 million at December 31, 2020 to $103.4 million at June 30, 2022. Largely as a result of the increase in cash and investments, the ratio of net total loans to total assets declined from 82.3% at December 31, 2020 to 74.9% at June 30, 2022. Conversely, the aggregate balance of cash and investments increased from 14.8% at December 31, 2020 to 21.8% at June 30, 2022. Total deposits increased by $60.5 million from $327.4 million at December 31, 2020 to $387.9 million at June 30, 2020.
Table 2
Relative Balance Sheet Concentrations
As of December 31, 2020 and 2021 and June 30, 2022
(Percent of Total Assets)
June 30, | December 31, | |||||||||||
2022 | 2021 | 2020 | ||||||||||
Cash and investments (1) |
21.78 | % | 20.72 | % | 14.84 | % | ||||||
Total loans, net |
74.86 | 76.59 | 82.34 | |||||||||
Premises and equipment, net |
0.86 | 0.94 | 1.15 | |||||||||
Bank-owned life insurance |
0.88 | 0.92 | 0.98 | |||||||||
Other assets |
1.62 | 0.83 | 0.69 | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
100.00 | % | 100.00 | % | 100.00 | % | ||||||
|
|
|
|
|
|
|||||||
Total deposits |
76.02 | % | 80.74 | % | 73.89 | % | ||||||
Borrowed funds |
12.59 | 6.05 | 11.81 | |||||||||
Other liabilities |
1.23 | 0.80 | 1.02 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
89.83 | 87.59 | 86.71 | |||||||||
Total equity |
10.17 | 12.41 | 13.29 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and equity |
100.00 | % | 100.00 | % | 100.00 | % | ||||||
|
|
|
|
|
|
(1) | Includes cash equivalents, securities available-for-sale, and FHLB stock. |
Source: First Seacoast Bancorp, financial statements.
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FELDMAN FINANCIAL ADVISORS, INC.
Lending is the Companys principal business activity, and its loan portfolio constitutes the largest portion of its assets and is the predominant source of its income. The largest segment of the Companys loan portfolio comprises real estate mortgage loans, consisting primarily of residential mortgage loans, commercial real estate and multi-family mortgage loans, and acquisition, development and land loans. Substantially all of the Companys collateralized real estate loans are secured by properties located in the Companys primary lending area.
As presented in Exhibit II-3, the Companys current loan portfolio is composed substantially of real estate loans. At June 30, 2022, real estate loans comprised $352.6 million or 91.9% of the gross loan portfolio and included residential loans (including one- to four-family mortgages and home equity loans and lines of credit) and non-residential real estate loans (generally consisting of loans secured by commercial and multi-family real estate and acquisition, development, and land loans). Non-real estate loans chiefly comprised commercial business loans and a limited amount of consumer loans. The Company intends to continue to emphasize residential and commercial real estate lending with a focus on full-service relationship banking in its primary market area.
During the six months ended June 30, 2022, FSB originated $50.7 million of loans. For the year ended December 31, 2021, the Company originated $130.4 million of loans, including $13.1 million of PPP loans. During the year ended December 31, 2020, the Company originated $150.8 million of loans, including $33.0 million of PPP loans. In recent years, the Company has also periodically purchased one- to four-family residential mortgage loans and consumer loans secured by manufactured housing properties. As of June 30, 2022, the portfolio of purchased loans had an outstanding principal balance of $31.5 million and was performing in accordance with original repayment terms.
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FELDMAN FINANCIAL ADVISORS, INC.
At June 30, 2022, FSB had $240.2 million in one- to four-family residential loans, which represented 62.6% of its total loan portfolio. One- to four-family residential loans outstanding increased by 9.6% in 2021 and by 2.6% for the first half of 2022. The Companys one- to four-family residential real estate loans have terms of up to 30 years and are generally underwritten according to Freddie Mac guidelines. At June 30, 2022, approximately 97.1% of the Companys one- to four-family residential real estate loans were fixed-rate loans. The Company sells a portion of fixed-rate conforming loans that it originates on a servicing-retained basis. Secondary market investors that purchase the Companys loans include Freddie Mac and the New Hampshire Housing Finance Authority. For the year ended December 31, 2020 and 2021, the Company sold $12.0 million and $6.2 million, respectively, of one- to four-family residential mortgage loans. Loan sales of one- to four-family residential loans amounted to $495,000 for the first half of 2022. The Companys portfolio of loans serviced for others amounted to $37.7 million at June 30, 2022.
At June 30, 2022, approximately 2.9% of the Companys residential mortgage loans were adjustable-rate loans. The Companys adjustable-rate mortgage loans have initial re-pricing terms of one, three, or five years. Following the initial re-pricing term, such loans adjust annually for the balance of the loan term. Adjustable-rate mortgage loans are indexed to the one-year U.S. Treasury constant maturity rate, plus a margin. The Company typically retains its adjustable-rate residential mortgage loans in portfolio. The Company does not offer interest only mortgage loans on permanent residential mortgage loans, and also does not offer residential mortgage loans that provide for negative amortization or principal or contain any other subprime loan characteristics.
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FELDMAN FINANCIAL ADVISORS, INC.
In past years, the Company has purchased one- to four-family jumbo residential mortgage loans to supplement its own origination efforts. The Company did not purchase any such loans during the six months ended June 30, 2022. During the years ended December 31, 2020 and 2021, the Company purchased $9.9 million and $14.1 million and $9.9 million, respectively, of one- to four-family jumbo residential mortgage loans secured by properties located in the greater Boston market. As of June 30, 2022, the portfolio of purchased residential real estate loans had an outstanding principal balance of $26.5 million and these loans were performing in accordance with their original repayment terms.
As of June 30, 2022, the Company had $86.0 million in commercial real estate and multi-family real estate loans, which represented 22.4% of its total loan portfolio. The Companys commercial real estate lending activity is consistent with its strategy to diversify the loan portfolio and increase the overall portfolio yield. The Companys commercial real estate loans are secured by a variety of properties in FSBs primary market area, including retail spaces, distribution centers, office buildings, manufacturing and warehouse properties, convenience stores, and other local businesses. The Companys multi-family real estate loans, which amounted to $8.7 million at June 30, 2022, are secured by properties consisting of five or more rental units in the Companys market area, including apartment buildings and student housing.
The Companys commercial real estate and multi-family loans are generally originated as 10-year balloon loans, which reprice after five years and are amortized over 20 years. Interest rates on such loans are generally indexed to the FHLB of Boston five-year regular advance rate, plus a margin. The maximum loan-to-value ratio of the Companys commercial real estate loans is generally 80% of the lower of purchase price or appraised value of the properties securing the loan and generally requires a minimum debt-service coverage ratio of 1.2x. On a limited basis, the Company also purchases and participates in commercial real estate loans from other financial institutions. Such loans are subject to the same underwriting criteria and loan approval requirements applied to loans originated by the Company. At June 30, 2022, the Company had outstanding participation interests totaling $20.6 million.
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FELDMAN FINANCIAL ADVISORS, INC.
At June 30, 2022, the Company had $17.1 million in acquisition, development and land loans, which represented 4.5% of its total loan portfolio. Acquisition, development and loan loans decreased from $23.1 million at year-end 2020 and $21.4 million at year-end 2021. These loans consist of residential construction loans, commercial real estate construction loans, and land loans. The Company originates loans to finance the construction or rehabilitation of owner-occupied one- to four-family residential properties to prospective homeowners primarily located in its market area. Upon completion of construction, such loans convert to permanent mortgage loans. At June 30, 2022, residential construction loan balances amounted to $8.1 million or 2.1% of the total loan portfolio, with an additional $16.7 million available for advance to borrowers. Residential construction loans are generally structured as interest-only for nine months, with a loan-to-value ratio generally not exceeding 80% of the appraised value on a completed basis or the cost of completion, whichever is less.
The Company also originates loans to finance the construction of commercial properties, primarily owner-occupied properties located in its market area. Upon completion of construction, such loans convert to permanent commercial mortgage loans. At June 30, 2022, commercial construction loan balances totaled $8.1 million or 2.1% of the total loan portfolio, with an additional $4.7 million available for advance to borrowers. Commercial real estate construction loans are generally structured as interest-only for up to 18 months, with a loan-to-value ratio of up to 80% of the appraised value on a completed basis or a loan-to-cost of completion ratio of up to 85%. The Company also originated loans to finance the acquisition and development of land. Land development loans are generally secured by vacant land in the process of improvement. At June 30, 2022, land development loan balances amounted to $888,000 or 0.2% of the total loan portfolio.
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FELDMAN FINANCIAL ADVISORS, INC.
At June 30, 2022, the Company had $24.6 million in commercial business loans, which represented 6.4% of its total loan portfolio. Commercial business loans outstanding increased from $24.7 million at year-end 2019 to $45.3 million at year-end 2020, largely due to the origination of PPP loans. Subsequently, as a result of the PPP loan forgiveness program, the Companys commercial business loans outstanding returned to a more normalized level in 2021 and the first half of 2022. During the year ended December 31, 2020 and 2021, the Company originated 286 and 134 PPP loans, respectively, with aggregate principal balances of $33.0 million and $13.1 million, respectively. The Companys remaining PPP loans outstanding amounted to $139,000 as of June 30, 2022.
The Companys commercial business loans include equipment loans, business acquisition loans, and lines of credit to businesses operating in the local market area. The Companys commercial business loans are generally used by the borrowers for working capital purposes or for acquiring equipment, inventory, or furniture. These loans are generally secured by non-real estate business and personal assets, including equipment, inventory, accounts receivable, and marketable securities, although the Company may support this collateral with liens on real property such as buildings and other equipment. FSB generally requires its commercial business borrowers to maintain their primary deposit accounts with the Company, which help to improve the Companys overall interest rate spread and profitability. The Companys commercial business loans include term loans and revolving lines of credit and are made with either variable or fixed rates of interest. Variable interest rates are indexed to the prime rate as published in The Wall Street Journal, plus a margin. The Company also originates commercial business loans through specific loan programs overseen and partially guaranteed by the Small Business Administration (SBA). The aggregate SBA loans amounted to $1.4 million at June 30, 2022.
17
FELDMAN FINANCIAL ADVISORS, INC.
The Company had $9.2 million of home equity loans and lines of credit as of June 30, 2022, representing 2.4% of total loans. FSB offers home equity loans and lines of credit, which 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. At June 30, 2022, the Companys home equity lines of credit had an additional $21.1 million available to draw. Home equity loans are originated by the Company as fixed-rate term loans. Home equity lines of credit are tied to the prime rate as published in The Wall Street Journal and are offered for terms of up to 25 years, with a 10-year draw period and 15-year repayment period. Generally, the Companys home equity loans and lines of credit are originated with loan-to-value ratios of up to 80%, inclusive of existing liens on the property.
At June 30, 2022, the Companys consumer loans amounted to $6.2 million, representing 1.6% of total loans. The Company offers consumer loans to individuals who reside or work in its primary market area. Consumer lending has been a minor area of lending diversification for the Company. Consumer loans generally consist of installment loans extended directly to the borrower. Management believes that offering consumer loan products helps to expand and create stronger ties to its existing customer base by increasing the number of customer relationships and cross-marketing opportunities. FSB expects that growth of this segment of the consumer loan portfolio will be limited, with such loans extended primarily to existing customers of the Company. The Company also purchases consumer loans secured by manufactured housing properties. The Company purchased $1.5 million, $2.0 million, and $1.2 million of these loans during 2020, 2021, and the first half of 2022, respectively, which are secured by properties located in the greater Seacoast region. The Company expects that growth in this segment of its consumer loan portfolio will continue to increase in the future.
18
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit II-4 presents a summary of the Companys portfolio of cash, liquidity, and investments as of December 31, 2020 and 2021 and June 30, 2022. The Companys primary investment objectives include the following: (1) provide and maintain liquidity to meet deposit withdrawal and loan funding needs; (2) help mitigate interest rate and market risk; (3) diversify the Companys assets; and (4) generate a reasonable rate of return on funds within the context of the Companys interest rate and credit risk objectives. FSBs Board of Directors is responsible for annually adopting and reviewing the investment policy of the Company. FSBs Asset/ Liability Management Committee (ALCO) is responsible for implementing the Companys investment policy. Authority to make investments under the approved investment policy guidelines is delegated to the President and Chief Executive Officer, Chief Financial Officer, and Finance Officer. All of the Companys investment securities are classified as available-for-sale.
At June 30, 2022, the Companys cash and investments amounted to $111.1 million or 21.8% of total assets. Cash and cash equivalents along with certificates of deposit in other financial institutions amounted to $5.1 million or 4.6% of the Companys total cash and investments as of June 30, 2022. The Companys available-for-sale securities portfolio totaled $103.8 million at June 30, 2022 and was composed of municipal bonds, U.S. Government-sponsored enterprises (GSEs) obligations, residential mortgage-backed securities, U.S. Government agency pools guaranteed by the SBA, and corporate subordinated debt. Municipal bonds, which amounted to $53.3 million, represented the largest segment of the investment
19
FELDMAN FINANCIAL ADVISORS, INC.
portfolio at June 30, 2022. For the quarter ended June 30, 2022, the Companys taxable and non-taxable debt securities had yields of 1.86% and 2.49%, respectively. The Company also owned $2.7 million of stock in the FHLB of Boston as of June 30, 2022. Due to a rise in interest rates during the first half of 2022, the Companys securities available-for-sale changed from a position of $788,000 in net unrealized holding gains as of December 31, 2021 to $11.8 million in net unrealized holding losses as of June 30, 2022. Management has indicated that it has no current plans for sales of securities in the portfolio that would result in realizing the magnitude of losses currently reflected by the fair values of the portfolio, nor does it believe that the declines in fair values were related to changes in the underlying credit quality of the securities.
Liability Composition
Deposits are the Companys primary external source of funds for lending and other investment purposes. The Company has also utilized used borrowings actively to supplement deposits as a funding source. Exhibit II-5 presents a summary of the Companys deposit composition as of December 31, 2020 and 2021 and June 30, 2022. Total deposits amounted to $274.4 million or 76.0% of total assets and 84.6% of total liabilities at June 30, 2022. Total deposits decreased by 1.4% or $5.3 million from $393.2 million at December 31, 2021 to $387.9 million at June 30, 2022, after increasing by 20.1% or $65.8 million from $327.4 million at December 31, 2020 to $393.2 million at December 31, 2021. Recent deposit growth has largely been concentrated in the Companys checking accounts and savings deposits, which increased by $43.9 million and $16.0 million from December 31, 2020 to June 30, 2022.
20
FELDMAN FINANCIAL ADVISORS, INC.
FSB relies on personalized customer service, longstanding relationships with customers, and the favorable image of the Company in its primary market area to attract and retain deposits. Deposit account terms vary according to the minimum balance required, the time period that funds must remain on deposit, and the interest rate, among other factors. In determining the terms of its deposit accounts, the Company considers the rates offered by its competition, its liquidity needs, profitability, and customer preferences and concerns. FSB generally reviews its deposit pricing on a monthly basis and continually reviews its deposit mix. The Companys deposit pricing strategy has generally been to offer competitive rates, while generally not providing the highest rates in the market. The Company finds it more profitable to concentrate on specific special rate and term accounts, which allows it to increase certain deposits without impacting the Companys overall liability costs for existing accounts. FSB also relies on customer service, convenience of its branch office locations, advertising, and existing customers to gather and develop deposit relationships.
The Company has placed a concerted emphasis on attracting core (non-certificate) deposit accounts, which tend to represent low cost and more stable funding sources. Core deposits composed 85.9% or $333.1 million of total deposits at June 30, 2022, which reflected increases from 76.8% of total deposits or $188.4 million at December 31, 2016. For the quarter ended, the Companys weighted average cost of core deposits was 0.06%, the cost of certificate deposits was 0.50%, and the overall cost of total deposits was 0.12% (inclusive of non-interest bearing accounts).
Developing comprehensive banking relationships has been a key priority for FSB and is a focus of its commercial lending and business development officers. In recent years, the Company has introduced new business deposit products to appeal to its commercial borrowers. At June 30, 2022, the ratio of commercial deposits to commercial loans (including commercial real estate loans, commercial business loans, and acquisition, development, and land loans) was 89.8%.
21
FELDMAN FINANCIAL ADVISORS, INC.
As a member of the FHLB of Boston, the Company may obtain FHLB borrowings based upon the security of FHLB capital stock owned and certain of the Companys real estate mortgage loans. Such advances may be made pursuant to several different credit programs, each of which has its own interest rate terms and range of maturities. The Company uses FHLB advances to provide short-term funding as a supplement to its deposits. As of June 30, 2022, the Company had $64.3 million in FHLB advances outstanding and $58.0 million in additional borrowing capacity from the FHLB of Boston. The Company could access additional FHLB advances if it purchased additional FHLB of Boston capital stock.
Equity Capital
The Company has historically maintained solid capital levels. As the Company has steadily expanded its asset base, the ratio of total equity to total assets has declined. The total equity to total assets ratio decreased from 13.94% at December 31, 2019 to 10.17% at June 30, 2022. Because of the Companys consistently below-average level of profitability, its incremental equity accumulation has been slow. Furthermore, the increase in net unrealized holding losses resulted in a sharp decline in equity capital during the first half of 2022.
The Companys equity capital declined from $60.5 million or 12.41% of total assets at December 31, 2021 to $51.9 million or 10.17% of total assets at June 30, 2022. The reduction in equity during the first half of 2022 was due primarily to a reduction in accumulated other comprehensive income (AOCI) of $8.8 million related mainly to net changes in unrealized holding losses in the available-for-sale securities portfolio as a result of an increase in market interest rates during the period and common stock repurchases of $623,000, partially offset by the recognition of net income of $572,000 for the six months ended June 30, 2022.
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FELDMAN FINANCIAL ADVISORS, INC.
The Banks capital level remains solid in comparison to minimum regulatory requirements. The Banks regulatory capital ratios of tier 1 leverage capital, common equity tier 1 risk-based capital, tier 1 risk-based capital, and total risk-based capital were 10.01%, 15.56%, 15.56%, and 16.70%, respectively, as of June 30, 2022. In comparison, the minimum regulatory requirements under federal banking agency guidelines were 4.00%, 4.50%, 6.00%, and 8.00%, and the threshold requirements for regulatory well capitalized levels were 5.00%, 6.50%, 8.00%, and 10.00%, respectively. Based on these regulatory capital ratios and requirements, the Bank was considered well capitalized for regulatory purposes as of June 30, 2022.
The Banks tier 1 capital amounted to $50.4 million as of June 30, 2022, as compared to the Banks equity capital of $42.7 million. The difference was primarily attributed to the net unrealized holding losses being excluded from tier 1 capital for regulatory purposes. Consistent with regulatory capital rules in effect, the Bank previously elected to opt out of the requirement to include most components of AOCI in regulatory capital. Therefore, the Banks AOCI in the amount of negative $8.1 million as of June 30, 2022 was added back to compute tier 1 capital for regulatory capital purposes.
The Company assesses its securities available-for-sale each quarter, or more often if a potential loss triggering event occurs, and considers the extent and duration of any unrealized losses and the financial condition and near-term prospects of the issuers. As of June 30, 2022, the Company did not intend to sell its investment securities available-for-sale and indicated it was unlikely that it would have had to sell them before recovery of their amortized cost, which may be at maturity. Furthermore, the Company believed that the unrealized holding losses at June 30, 2022 were primarily due to market interest rate fluctuations and not changes in credit quality.
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FELDMAN FINANCIAL ADVISORS, INC.
Income and Expense Trends
Table 3 displays the main components of the Companys earnings performance for the years ended December 31, 2020 and 2021 and the six months ended June 30, 2021 and 2022. Table 4 displays the Companys principal income and expense ratios as a percent of average assets for the corresponding periods. Table 5 displays the Companys weighted average yields on interest-earning assets and weighted average costs of interest-bearing liabilities for the years ended December 31, 2020 and 2021 and the six months ended June 30, 2021 and 2022.
General Overview
Over recent years, the Company has exhibited a record of low to moderate profitability. The Companys average core ROA (excluding non-recurring items) for the past five years ended December 31, 2021 was approximately 0.27%, and reflected core ROA results of 0.30%, 0.29%, 0.12%, 0.17%, and 0.46% for 2017, 2018, 2019, 2020, and 2021, respectively. The Company reported an annualized core ROA of 0.21% for the six months ended June 30, 2022. Compared to its FDIC-insured institution peer group, the Companys profitability trends can be characterized by above-average net interest margins, offset by relatively low levels of non-interest income and comparatively high operating expense ratios.
The Companys earnings performance reflected a net loss of $79,000 in 2019 that resulted chiefly from a charitable foundation contribution expense of $758,000. The Company reported improved earnings of $1.1 million for 2020 and $2.6 million in 2021 as balance sheet growth drove increases in net interest income and securities gains augmented non-interest income. The Companys net income amounted to $572,000 for the first half of 2022, representing an annualized ROA of 0.23% and an annualized return on average equity (ROE) of 2.02%.
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FELDMAN FINANCIAL ADVISORS, INC.
Table 3
Income Statement Summary
For the Years Ended December 31, 2020 and 2021
And the Six Months Ended June 30, 2021 and 2022
(Dollars in Thousands)
Six Months Ended | Year Ended | |||||||||||||||
June 30, | December 31, | |||||||||||||||
2022 | 2021 | 2021 | 2020 | |||||||||||||
Interest income |
$ | 7,922 | $ | 7,813 | $ | 15,495 | $ | 15,850 | ||||||||
Interest expense |
391 | 512 | 1,235 | 3,174 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net interest income |
7,531 | 7,301 | 14,260 | 12,676 | ||||||||||||
Provision for loan losses |
60 | 85 | 205 | 480 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net interest income after provision |
7,471 | 7,216 | 14,055 | 12,196 | ||||||||||||
Non-interest operating income |
788 | 844 | 1,714 | 1,636 | ||||||||||||
Securities gains, net |
52 | 535 | 535 | 410 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-interest income |
840 | 1,379 | 2,249 | 2,046 | ||||||||||||
Non-interest expense |
7,615 | 6,425 | 13,082 | 13,187 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income tax expense |
696 | 2,170 | 3,222 | 1,055 | ||||||||||||
Income tax expense (benefit) |
124 | 429 | 601 | (24 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 572 | $ | 1,741 | $ | 2,621 | $ | 1,079 | ||||||||
|
|
|
|
|
|
|
|
Source: First Seacoast Bancorp, financial statements.
Six Months Ended June 30, 2021 and 2022
Net income was $572,000 for the six months ended June 30, 2022, compared to $1.7 million for the six months ended June 30, 2021, a decrease of $1.2 million, or 67.1%. The decrease was due primarily to an increase in non-interest expense of $1.2 million and a decrease in non-interest income of $539,000 (including a decrease of $483,000 in net securities gains), offset by an increase in net interest income of $230,000. The Companys annualized ROA decreased from 0.75% for the first half of 2021 to 0.23% for the first half of 2022.
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FELDMAN FINANCIAL ADVISORS, INC.
Table 4
Income Statement Ratios
For the Years Ended December 31, 2020 and 2021
And the Six Months Ended June 30, 2021 and 2022
(Percent of Average Assets)
Six Months Ended | Year Ended | |||||||||||||||
June 30, | December 31, | |||||||||||||||
2022 | 2021 | 2021 | 2020 | |||||||||||||
Interest income |
3.17 | % | 3.35 | % | 3.23 | % | 3.50 | % | ||||||||
Interest expense |
0.16 | 0.21 | 0.26 | 0.70 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net interest income |
3.02 | 3.13 | 2.97 | 2.80 | ||||||||||||
Provision for loan losses |
0.02 | 0.04 | 0.04 | 0.11 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net interest income after provision |
2.99 | 3.10 | 2.93 | 2.70 | ||||||||||||
Non-interest operating income |
0.32 | 0.36 | 0.36 | 0.36 | ||||||||||||
Securities gains, net |
0.02 | 0.23 | 0.11 | 0.09 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-interest income |
0.34 | 0.59 | 0.47 | 0.45 | ||||||||||||
Non-interest expense |
3.05 | 2.76 | 2.73 | 2.91 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income tax expense |
0.28 | 0.92 | 0.67 | 0.23 | ||||||||||||
Income tax expense |
0.05 | 0.18 | 0.13 | (0.01 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
0.23 | 0.75 | 0.55 | 0.24 | ||||||||||||
|
|
|
|
|
|
|
|
Source: First Seacoast Bancorp, financial statements and offering prospectus.
Net interest income increased by $230,000 or 3.2% to $7.5 million for the six months ended June 30, 2022 from $7.3 million for the six months ended June 30, 2021. This increase was primarily due to a $31.2 million or 6.9% increase in the average balance of interest-earning assets, consisting primarily of increases in the average balances of loans and debt securities, offset by an increase of $8.8 million or 2.6%, in the average balance of interest-bearing liabilities (consisting primarily of an increase in the average balance of borrowings) during the six months ended June 30, 2022. The Companys annualized net interest margin decreased to 3.10% for the
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FELDMAN FINANCIAL ADVISORS, INC.
six months ended June 30, 2022 from 3.22% for the six months ended June 30, 2021 due primarily to a decrease in the average yield on loans (3.89% to 3.64%) offset by an increase in the average yield on debt securities (1.89% to 2.02%) and a decrease in the average cost of funds (0.25% to 0.18%). Based on managements analysis of the allowance for loan losses, a $60,000 provision for loan losses was recorded for the six months ended June 30, 2022, compared to $85,000 for the six months ended June 30, 2021.
Non-interest income decreased $539,000 or 39.1% to $840,000 for the six months ended June 30, 2022, compared to $1.4 million for the six months ended June 30, 2021. The decrease in non-interest income during the first half of 2022 was due primarily to a $483,000 decrease in net securities gains, an $86,000 decrease in gain on sale of loans, and a $27,000 decrease in customer service fees, offset by a $58,000 increase in investment services fees. The annualized ratio of non-interest income to average assets declined from 0.59% for the first half of 2021 to 0.34% for the first half of 2022. Excluding net securities gains, the ratio of non-interest operating income to average assets declined from 0.36% to 0.32% over the corresponding six-month periods.
Investment services fees increased from $118,000 for the first half of 2021 to $176,000 for the first half of 2022. The Company offers investment management services through FSB Wealth Management, which operates as a division of the Bank. FSB Wealth Management provides customers with access to investment products that include retirement planning, portfolio management, investment and insurance strategies, business retirement plans, and college planning. These investments and services are offered through a third-party registered broker-dealer and investment advisor. FSB Wealth Management receives fees from advisory services and commissions on individual investment and insurance products purchased by clients.
27
FELDMAN FINANCIAL ADVISORS, INC.
Table 5
Yield and Cost Summary
For the Years Ended December 31, 2020 and 2021
And the Six Months Ended June 30, 2021 and 2022
Six Months Ended | Year Ended | |||||||||||||||
June 30, | December 31, | |||||||||||||||
2022 | 2021 | 2021 | 2020 | |||||||||||||
Weighted Average Yields |
||||||||||||||||
Loans |
3.64 | 3.89 | % | 3.79 | % | 3.95 | % | |||||||||
Taxable debt securities |
1.70 | 1.01 | 1.27 | 1.60 | ||||||||||||
Non-taxable debt securities |
2.37 | 2.39 | 2.31 | 2.52 | ||||||||||||
Interest-bearing deposits |
0.66 | 0.33 | 0.28 | 0.43 | ||||||||||||
Federal Home Loan Bank stock |
2.06 | 0.21 | 1.17 | 4.18 | ||||||||||||
Total interest-earning assets |
3.26 | 3.44 | 3.31 | 3.60 | ||||||||||||
Weighted Average Costs |
||||||||||||||||
NOW and demand deposits |
0.09 | 0.13 | 0.12 | 0.23 | ||||||||||||
Money market deposits |
0.11 | 0.15 | 0.14 | 0.59 | ||||||||||||
Savings deposits |
0.04 | 0.06 | 0.06 | 0.10 | ||||||||||||
Certificates of deposit |
0.52 | 0.64 | 0.56 | 1.49 | ||||||||||||
Total interest-bearing deposits |
0.17 | 0.23 | 0.20 | 0.58 | ||||||||||||
Borrowings |
0.61 | 0.84 | 1.57 | 2.33 | ||||||||||||
Total interest-bearing liabilities |
0.23 | 0.31 | 0.37 | 0.95 | ||||||||||||
Net interest rate spread (1) |
3.03 | 3.13 | 2.94 | 2.65 | ||||||||||||
Net interest margin (2) |
3.10 | 3.22 | 3.04 | 2.88 |
(1) | Weighted average yield on interest-earning assets less the weighted average cost of interest-bearing liabilities. |
(2) | Net interest income divided by average total interest-earning assets. |
Source: First Seacoast Bancorp, offering prospectus.
In August 2021, the Company entered into a definitive agreement with an investment advisory and wealth management firm to purchase certain of its client accounts and client relationships for a purchase price of $347,000. As of June 30, 2022, approximately $23.4 million of purchased client accounts are included in the Companys total assets under management. The Companys assets under management totaled $85.6 million, $88.0 million, and $58.4 million at June 30, 2022, December 31, 2021, and December 31, 2020, respectively. The client accounts purchased are recorded as a customer list intangible asset. The Company is amortizing the customer list intangible on a straight-line basis over a 10-year period. As of June 30, 2022, the unamortized balance of the customer list intangible was $316,000.
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FELDMAN FINANCIAL ADVISORS, INC.
Non-interest expense increased by $1.2 million or 18.5% to $7.6 million for the six months ended June 30, 2022, compared to $6.4 million for the six months ended June 30, 2021. The increase in non-interest expense was due primarily to a $926,000 or 24.7% increase in salaries and employee benefits expense. The increase in salaries and benefits expense during the six months ended June 30, 2022 was due to filling certain open positions and associated recruitment fees, normal salary increases, and the recognition of compensation expense associated with the restricted stock awards granted in 2021. The annualized ratio of non-interest expense to average assets declined from 2.76% for the six months ended June 30, 2021 to 3.05% for the six months ended June 30, 2022.
The Company participates in the Pentegra Defined Benefit Plan for Financial Institutions, a multiple-employer pension plan. Total pension plan expense for the six months ended June 30, 2022 and the year ended December 31, 2021 was $100,000 and $200,000, respectively. The Company has provided notice of its intent to withdraw as a participant from the pension plan as of September 30, 2022. Based on an estimate provided in August 2022 by the plan administrator, the estimated total cost (pre-tax) to withdraw is $2.5 million. The Company intends to accrue for this amount during the quarter ending September 30, 2022. Because the cost of withdrawal will primarily depend on the value of the plans assets and applicable interest rates at the time of withdrawal, the actual withdrawal cost will not be known until the ultimate withdrawal date, which the Company anticipates would occur during the first quarter of 2022. The actual withdrawal cost may differ materially from the estimated cost provided by the plan administrator.
29
FELDMAN FINANCIAL ADVISORS, INC.
Years Ended December 31, 2020 and 2021
Net income was $2.6 million for the year ended December 31, 2021, compared to net income of $1.1 million for the year ended December 31, 2020, an increase of $1.5 million or 142.9%. The increase was related primarily to a $1.6 million or 12.5% increase in net interest income, a $275,000 or 57.3% decrease in the provision for loan losses, a $203,000 or 9.9% increase in non-interest income, and a $105,000 or 0.8% decrease in non-interest expense. The Companys ROA improved from 0.24% in 2020 to 0.55% for 2021.
Net interest income increased $1.6 million or 12.5% to $14.3 million for the year ended December 31, 2021 from $12.7 million for the year ended December 31, 2020. This increase was due to a $27.8 million or 6.3% increase in the balance of average interest-earning assets and a 58 basis point or 61.2% decrease in the weighted average rate of average interest-bearing liabilities during the year ended December 31, 2021. The Companys net interest margin increased to 3.04% for the year ended December 31, 2021 from 2.88% for the year ended December 31, 2020.
The Company decreased its provision for loan losses from $480,000 for the year ended December 31, 2020 to $205,000 for the year ended December 31, 2021. The decrease in the provision for loan losses for the year ended December 31, 2021 was primarily due to adjustments to qualitative factors reflecting improved economic conditions compared to economic uncertainties as a result of the coronavirus pandemic during 2020.
Non-interest income increased $203,000 or 9.9% to $2.2 million in the year ended December 31, 2021, compared to $2.0 million for the year ended December 31, 2020. The increase in non-interest income during the year ended December 31, 2021 was due primarily to a $125,000 or 30.5% increase in net securities gains, a $166,000 increase in loan servicing fee
30
FELDMAN FINANCIAL ADVISORS, INC.
income, a $49,000 or 24.7% increase in investment services fees, and a $28,000 or 2.9% increase in customer service fees, offset by a decrease of $193,000 or 59.8% in gain on sale of loans. The ratio of non-interest income to average assets increased from 0.45% in 2020 to 0.47% for 2021. Excluding net securities gains, the ratio of non-interest operating income to average assets was unchanged at 0.36% for both yearly periods.
Non-interest expense decreased by $105,000 or 0.8% to $13.1 million for the year ended December 31, 2021 from $13.2 million for the year ended December 31, 2020. The decrease in non-interest expense was due primarily to a $236,000 or 2.9% decrease in salaries and employee benefits, a $57,000 or 6.4% decrease in professional fees and assessments, a $34,000 or 5.1% decrease in occupancy expense, and a $28,000 or 4.9% decrease in equipment expense, offset by a $241,000 or 20.7% increase in data processing during the year ended December 31, 2021.
The decrease in salaries and employee benefits was due to the elimination of certain positions and early retirements during 2020, offset by normal salary increases. The increase in data processing was due primarily to continued investment in cybersecurity initiatives and enhancements to the Companys customer-based technologies. The overall ratio of non-interest expense to average assets declined from 2.91% for the year ended December 31, 2020 to 2.73% for the year ended December 31, 2021. The Companys efficiency ratio improved from 92.1% in 2020 to 81.9% in 2021. (The efficiency ratio represents non-interest operating expense divided by the sum of net interest income and non-interest income exclusive of securities gains.)
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FELDMAN FINANCIAL ADVISORS, INC.
Interest Rate Risk Management
The Company seeks to reduce its earnings vulnerability and capital risk to changes in market interest rates by managing the mismatch between asset and liability maturities and interest rates. The primary objective of the Companys asset/liability management program is to optimize earnings and return on capital within acceptable levels of risk. The Companys ALCO focuses on ensuring a stable and steadily increasing flow of net interest income through managing the size and mix of the balance sheet. The ALCO is expected to integrate the Companys asset/liability management process into its operational decision making, including portfolio structure, investments, business planning, funding decisions, and pricing. The ALCO is responsible for evaluating the interest rate risk inherent in the Companys assets and liabilities, for determining the level of risk that is appropriate given the Companys business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the policy and guidelines approved by the Board of Directors.
The asset/liability management policy of the Company falls under the authority of the Board of Directors, which in turn assigns authority for its formulation, revision and administration to the ALCO. Ultimate responsibility for effective asset/liability management rests with the Board of Directors. The responsibilities conveyed to the ALCO include:
| Developing an asset/liability management process and related procedures. |
| Establishing a monitoring and reporting system. |
| Developing asset/liability strategies and tactics. |
| Submitting a written report to the Board of Directors at least quarterly. |
| Overseeing the maintenance of a management information system that supplies, on a timely basis, the information and data necessary for the ALCO to fulfill its role as asset/liability manager. |
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FELDMAN FINANCIAL ADVISORS, INC.
FSB attempts to manage its interest rate risk to minimize the exposure of the Companys earnings and capital to changes in market interest rates. The ALCO meets on at least a quarterly basis and reviews asset/liability strategies, liquidity positions, alternative funding sources, interest rate risk measurement reports, capital levels, and economic trends at both national and local levels. The Company has implemented various strategies to manage its interest rate risk. By enacting these strategies, the Company believes that it is better positioned to react to changes in market interest rates. These strategies include:
| Originating loans with adjustable interest rates. |
| Promoting core deposit products. |
| Selling a portion of fixed-rate one- to four-family residential mortgage loans. |
| Maintaining investments as available-for-sale securities. |
| Diversifying the loan portfolio. |
| Strengthening the capital position, so as to increase the ratio of interest-earning assets relative to interest-rate sensitive funding sources. |
The Company analyzes its sensitivity to changes in interest rates through a net portfolio value of equity (NPV) model. NPV represents the present value of the expected cash flows from the Companys assets less the present value of the expected cash flows arising from the Companys liabilities adjusted for the value of off-balance sheet contracts. The NPV ratio represents the dollar amount of NPV divided by the present value of total assets for a given interest rate scenario. NPV attempts to quantify the Companys economic value using a discounted cash flow methodology while the NPV ratio reflects that value as a form of capital ratio. The Company estimates its NPV at a specific date, and then calculates the NPV at the same date throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve. The Company currently calculates NPV under the assumptions that interest rates increase 100, 200, 300 and 400 basis points from current market rates and that interest rates decrease 100 and 200 basis points from current market rates.
33
FELDMAN FINANCIAL ADVISORS, INC.
Table 6 represents an analysis of the Companys interest rate risk as measured by the estimated changes in its NPV, resulting from an instantaneous and sustained parallel shift in the yield curve at June 30, 2022, with no effect given to any steps that the Company might take to counter the effect of such interest rate movement. As shown in Table 6, the Companys NPV would be negatively impacted by an increase in interest rates and positively impacted from a moderate decrease in interest rates from current levels.
In a rising interest rate environment, the Company would expect that the rates on its deposits and borrowings would reprice upwards faster than the rates on its long-term loans and investments, which would be expected to compress FSBs interest rate spread and have a negative effect on its profitability. Conversely, decreases in interest rates can result in increased prepayments of loans and mortgage-related securities, as borrowers refinance to reduce their borrowing costs. Under these circumstances, the Company is subject to reinvestment risk as it may have to redeploy such loan or securities proceeds into lower-yielding assets, which might also negatively impact earnings.
Table 6 indicates that the Companys NPV was $62.5 million or 12.8% of the fair value of portfolio assets as of June 30, 2022. Based upon the assumptions utilized, an immediate 200 basis point increase in market interest rates would result in a $9.1 million decrease in the Companys NPV and would result in a decrease of 92 basis points in the NPV ratio to 11.8%. An immediate increase of 100 basis points in market interest rates would result in a $4.0 million decrease in the Companys NPV and a decrease of 32 basis points in the NPV ratio to 12.4%. Conversely, an immediate decrease of 100 basis points in market interest rates would result in a $9.6 million increase in the Companys NPV and a decrease in the NPV ratio to 12.4%. As of June 30, 2022, the simulated changes in NPV were within the limits established in the Companys asset/liability management policy.
34
FELDMAN FINANCIAL ADVISORS, INC.
Table 6
Net Portfolio Value of Equity
As of June 30, 2022
(Dollars in Thousands)
Basis Point Change in Interest |
Estimated NPV(2) |
Amount Change from Base (000s) |
Percent Change from Base |
NPV Ratio(3) |
Basis Point Change in NPV Ratio |
|||||||||||||||
+ 400 b.p. |
$ | 43,530 | $ | (18,965 | ) | (30.3 | )% | 10.5 | % | (229 | ) b.p. | |||||||||
+ 300 b.p. |
48,399 | (14,096 | ) | (22.6 | )% | 11.2 | % | (157 | ) b.p. | |||||||||||
+ 200 b.p. |
53,393 | (9,102 | ) | (14.6 | )% | 11.8 | % | (92 | ) b.p. | |||||||||||
+ 100 b.p. |
58,482 | (4,013 | ) | (6.4 | )% | 12.4 | % | (32 | ) b.p. | |||||||||||
Base |
62,495 | | | 12.8 | % | | ||||||||||||||
- 100 b.p. |
63,018 | 9,625 | 0.8 | % | 12.4 | % | (39 | ) b.p. | ||||||||||||
- 200 b.p. |
60,479 | (2,016 | ) | (3.2 | )% | 11.4 | % | (132 | ) b.p. |
(1) | Assumes an immediate uniform change in interest rates at all maturities. |
(2) | NPV is the fair value of expected cash flows from assets, less the fair value of the expected cash flows arising from liabilities adjusted for the value of off-balance sheet contracts. |
(3) | NPV ratio represents NPV divided by the fair value of assets. |
Source: First Seacoast Bancorp, offering prospectus.
35
FELDMAN FINANCIAL ADVISORS, INC.
Asset Quality
Table 8 summarizes the Companys total non-performing assets as of December 31, 2020 and 2021 and June 30, 2022. The Company has a favorable record of reporting solid asset quality. Total non-performing assets decreased from $884,000 at December 31, 2020 to $837,000 at December 31, 2021, and then decreased to $602,000 at June 30, 2022.In relation to total assets, non-performing assets declined from 0.20% at December 31, 2020 to 0.17% at December 31, 2021 and subsequently declined to 0.12% at June 30, 2022. Non-performing assets at June 30, 2022 consisted primarily of a residential mortgage loan and home equity line of credit to deceased borrowers with aggregate outstanding loan balances of $602,000. The collateralizing property had an estimated market value of approximately $1.2 million. The Companys one troubled debt restructuring as of June 30, 2022 had an outstanding balance of $192,000 and was on accrual status.
Table 8 summarizes the Companys allowance for loan losses as of and for the year ended December 31, 2020 and 2021 and the six months ended June 30, 2022. In response to the economic uncertainty related to the coronavirus pandemic, the Company previously increased its allowance during 2020 from $2.9 million or 0.83% of total loans to $3.3 million or 0.91% of total loans at December 31, 2020. The Company recorded a provision for loan losses of $480,000 for the year ended December 31, 2020. Since then, the provision for loan losses has been reduced to $205,000 for the year ended December 31, 2021 and $60,000 for the six months ended June 30, 2022 as net loan charge-offs have been negligible. As of June 30, 2022, the allowance for loan losses amounted to $3.6 million or 0.95% of total loans. The Company realized net recoveries of $43,000 for the year ended December 31, 2021 and net charge-offs of $6,000 for the six months ended June 30, 2022.
36
FELDMAN FINANCIAL ADVISORS, INC.
Table 7
Non-performing Asset Summary
As of December 31, 2020 and 2021 and June 30, 2022
(Dollars in Thousands)
June 30, | December 31, | |||||||||||
2022 | 2021 | 2020 | ||||||||||
Non-accrual Loans |
||||||||||||
One- to four-family residential loans |
$ | 487 | $ | 722 | $ | 62 | ||||||
Commercial and multi-family real estate |
| | | |||||||||
Acquisition, development, and land loans |
| | | |||||||||
Commercial business loans |
| | 822 | |||||||||
Home equity loans and lines of credit |
115 | 115 | | |||||||||
Consumer loans |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total non-accrual loans |
602 | 837 | 884 | |||||||||
|
|
|
|
|
|
|||||||
Accruing loans past due 90 days or more |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total non-performing loans |
602 | 837 | 884 | |||||||||
|
|
|
|
|
|
|||||||
Real estate owned |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total non-performing assets |
$ | 602 | $ | 837 | $ | 884 | ||||||
|
|
|
|
|
|
|||||||
Total non-performing loans to total loans |
0.16 | % | 0.22 | % | 0.24 | % | ||||||
Total non-performing assets to total assets |
0.12 | % | 0.17 | % | 0.20 | % |
Source: First Seacoast Bancorp, offering prospectus.
37
FELDMAN FINANCIAL ADVISORS, INC.
Table 8
Allowance for Loan Losses
As of or For the Years Ended December 31, 2020 and 2021
And the Six Months Ended June 30, 2021 and 2022
(Dollars in Thousands)
Six Months Ended | Year Ended | |||||||||||||||
June 30, | December 31, | |||||||||||||||
2022 | 2021 | 2021 | 2020 | |||||||||||||
Allowance at beginning of the period |
$ | 3,590 | $ | 3,342 | $ | 3,342 | $ | 2,875 | ||||||||
Provision for loan losses |
60 | 85 | 205 | 480 | ||||||||||||
Charge-offs: |
||||||||||||||||
One- to four-family residential |
| | | | ||||||||||||
Commercial and multi-family real estate |
| | | | ||||||||||||
Acquisition, development, and land |
| | | | ||||||||||||
Commercial business |
| | | | ||||||||||||
Home equity loans and lines of credit |
| | | | ||||||||||||
Consumer |
(9 | ) | | | (35 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total charge-offs |
(9 | ) | | | (35 | ) | ||||||||||
Recoveries: |
||||||||||||||||
One- to four-family residential |
| | 1 | 19 | ||||||||||||
Commercial and multi-family real estate |
| | | | ||||||||||||
Acquisition, development, and land |
| | | | ||||||||||||
Commercial business |
1 | 37 | 39 | 2 | ||||||||||||
Home equity loans and lines of credit |
| | | | ||||||||||||
Consumer |
2 | 2 | 3 | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total recoveries |
3 | 39 | 43 | 22 | ||||||||||||
Net (charge-offs) recoveries |
(6 | ) | 39 | 43 | (13 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Allowance at end of the period |
$ | 3,644 | $ | 3,466 | $ | 3,590 | $ | 3,342 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Allowance to total loans at period end |
0.95 | % | 0.92 | % | 0.95 | % | 0.91 | % | ||||||||
Allowance to non-performing loans at period end |
605.32 | % | NM | 428.91 | % | 378.05 | % | |||||||||
Net (charge-offs) recoveries to average loans during the period |
0.00 | % | 0.01 | % | 0.01 | % | 0.00 | % |
Source: First Seacoast Bancorp, offering prospectus.
38
FELDMAN FINANCIAL ADVISORS, INC.
Office Facilities
The Company currently conducts business from its main office in Dover, New Hampshire and four additional full-service branch offices located in the New Hampshire towns of Barrington, Durham, Portsmouth, and Rochester. The Company owns its main office building in Dover and three branch offices in Barrington, Portsmouth, and Rochester. The Company leases the branch office location in Durham. As of June 30, 2022, the net book value of the Companys land, buildings, and equipment was $4.4 million, measuring 0.9% of total assets. The Company believes that its current facilities are adequate to meet its present and foreseeable needs, subject to possible future expansion.
Exhibit II-7 provides summary information about the Companys office properties. The main office and headquarters location are situated at 633 Central Avenue in Dover (Strafford County), Hampshire. The main office is owned by the Company and had a net book value of $1.4 million at June 30, 2022. The facility also includes a drive-up lane and an automated teller machine (ATM). The main office was originally opened in 1890. FSB Wealth Management operates from an office location at 629 Central Avenue in Dover. This location is adjacent to the main office and is owned by the Company.
The Barrington branch is located at 6 Eastern Avenue in Barrington (Strafford County), New Hampshire. This branch office is owned by the Company and had a net book value of $1.0 million at June 30, 2022. The facility also has a drive-thru lane and an ATM. The Barrington branch has been open since 1974.
39
FELDMAN FINANCIAL ADVISORS, INC.
The Durham branch is located at 7A Mill Road in Durham (Strafford County), New Hampshire. This branch office is leased by the Company and had a net book value of $27,000 at June 30, 2022. The facility has an ATM but does not have a drive-thru lane. The Durham branch was opened in 1979.
The Portsmouth branch is located at 1650 Woodbury Avenue in Portsmouth (Rockingham County), New Hampshire. This branch office is owned by the Company and had a net book value of $929,000 million at June 30, 2022. The facility also has a drive-up lane and an ATM. The Portsmouth branch has been open since 1987. FSB also operates a stand-alone ATM located at 1 Market Square in Portsmouth.
The Rochester branch is located at 17 Wakefield Street in Rochester (Strafford County), New Hampshire. This branch office is owned by the Company and had a net book value of $1.1 million at June 30, 2022. The facility has a drive-up lane and an ATM. The Rochester branch was opened in 2009.
40
FELDMAN FINANCIAL ADVISORS, INC.
Market Area
Overview of Market Area
The Company conduct its operations from four full-service banking offices in Strafford County, New Hampshire and one full-service banking office in Rockingham County, New Hampshire, located in the southeastern part of the state along the New Hampshire Seacoast. The Company considers its primary lending market area to encompass Strafford and Rockingham counties in New Hampshire and York County in southern Maine. The Strafford County branches are located in the cities of Dover, Durham, Barrington, and Rochester, New Hampshire. The Rockingham County branch is located in the city of Portsmouth, New Hampshire.
The New Hampshire and southern Maine Seacoast Regions economy is fairly diversified, with employment in education, healthcare, government, services, retail and manufacturing sectors. Top employment sectors in Strafford County include healthcare, government, education, insurance, retail, and textile manufacturing. Top employment sectors in Rockingham County are healthcare, government, insurance, pharmaceuticals, and biotechnology. Additionally, although it does not have a branch office in York County, Maine, many of the Companys customers work and reside in York County, which is contiguous to Strafford County.
Rockingham and Strafford counties are part of the Boston-Cambridge-Newton, MA-NH Metropolitan Statistical Area (the Boston MSA). These two counties compose the Rockingham-Strafford County, NH Metropolitan Division (the Rockingham-Strafford Metropolitan Division) within the Boston MSA. Dover is located approximately 65 miles from Boston, Massachusetts and less than 50 miles from Manchester, New Hampshire and Portland, Maine. Table 9 presents comparative demographic data for the United States, the state of New Hampshire, the Boston MSA, Strafford County, and Rockingham County.
41
FELDMAN FINANCIAL ADVISORS, INC.
Table 9
Selected Demographic Data
United | Boston | New | Strafford | Rockingham | ||||||||||||||||
States | MSA | Hampshire | County | County | ||||||||||||||||
Total Population |
||||||||||||||||||||
2010 - Base |
308,745,538 | 4,552,402 | 1,316,470 | 123,143 | 295,223 | |||||||||||||||
2022 - Current |
334,279,739 | 5,011,582 | 1,386,515 | 133,182 | 316,810 | |||||||||||||||
2027 - Projected |
344,999,336 | 5,238,768 | 1,426,804 | 137,996 | 327,644 | |||||||||||||||
% Change 2010-2022 |
8.27 | % | 10.09 | % | 5.32 | % | 8.15 | % | 7.31 | % | ||||||||||
% Change 2022-2027 |
3.21 | % | 4.53 | % | 2.91 | % | 3.61 | % | 3.42 | % | ||||||||||
Age Distribution, 2022 |
||||||||||||||||||||
0 - 14 Age Group |
18.15 | % | 16.00 | % | 14.81 | % | 14.55 | % | 14.81 | % | ||||||||||
15 - 34 Age Group |
26.61 | % | 27.19 | % | 24.95 | % | 31.65 | % | 23.03 | % | ||||||||||
35 - 54 Age Group |
25.00 | % | 25.92 | % | 24.43 | % | 23.37 | % | 25.24 | % | ||||||||||
55 - 69 Age Group |
18.49 | % | 19.25 | % | 22.76 | % | 19.51 | % | 24.05 | % | ||||||||||
70+ Age Group |
11.74 | % | 11.64 | % | 13.05 | % | 10.93 | % | 12.87 | % | ||||||||||
Median Age (years) |
39.1 | 40.2 | 43.6 | 38.3 | 45.3 | |||||||||||||||
Total Households |
||||||||||||||||||||
2010 - Base |
116,716,292 | 1,760,584 | 518,973 | 47,100 | 115,033 | |||||||||||||||
2022 - Current |
127,073,679 | 1,961,816 | 557,283 | 52,168 | 126,021 | |||||||||||||||
2027 - Projected |
131,388,249 | 2,059,115 | 576,619 | 54,426 | 131,029 | |||||||||||||||
% Change 2010-2022 |
8.87 | % | 11.43 | % | 7.38 | % | 10.76 | % | 9.55 | % | ||||||||||
% Change 2022-2027 |
3.40 | % | 4.96 | % | 3.47 | % | 4.33 | % | 3.97 | % | ||||||||||
Household Income, 2022 |
||||||||||||||||||||
< $25,000 |
16.38 | % | 12.94 | % | 12.21 | % | 12.91 | % | 9.38 | % | ||||||||||
$25,000 - $49,999 |
19.06 | % | 12.39 | % | 16.24 | % | 16.61 | % | 12.46 | % | ||||||||||
$50,000 - $99,999 |
28.81 | % | 23.16 | % | 29.27 | % | 30.72 | % | 27.26 | % | ||||||||||
$100,000 - $199,999 |
24.79 | % | 29.92 | % | 29.51 | % | 29.88 | % | 32.54 | % | ||||||||||
$200,000+ |
10.97 | % | 21.59 | % | 12.76 | % | 9.89 | % | 18.36 | % | ||||||||||
Average Household Income |
||||||||||||||||||||
2022 - Current |
$ | 103,625 | $ | 146,337 | $ | 114,442 | $ | 103,741 | $ | 137,404 | ||||||||||
2027 - Projected |
$ | 116,275 | $ | 163,404 | $ | 126,931 | $ | 116,973 | $ | 152,447 | ||||||||||
% Change 2022-2027 |
12.21 | % | 11.66 | % | 10.91 | % | 12.75 | % | 10.95 | % | ||||||||||
Median Household Income |
||||||||||||||||||||
2022 - Current |
$ | 72,465 | $ | 103,847 | $ | 85,417 | $ | 80,876 | $ | 102,139 | ||||||||||
2027 - Projected |
$ | 81,230 | $ | 116,543 | $ | 93,818 | $ | 90,536 | $ | 113,440 | ||||||||||
% Change 2022-2027 |
12.10 | % | 12.23 | % | 9.84 | % | 11.94 | % | 11.06 | % | ||||||||||
Unemployment Rate |
||||||||||||||||||||
June 2020 |
11.2 | % | 13.9 | % | 9.5 | % | 9.1 | % | 10.0 | % | ||||||||||
June 2021 |
6.1 | % | 5.7 | % | 3.7 | % | 3.6 | % | 3.6 | % | ||||||||||
June 2022 |
3.8 | % | 3.2 | % | 2.0 | % | 2.0 | % | 2.0 | % |
42
FELDMAN FINANCIAL ADVISORS, INC.
Table 9 (continued)
Selected Demographic Data
United | Boston | New | Strafford | Rockingham | ||||||||||||||||
States | MSA | Hampshire | County | County | ||||||||||||||||
Total Housing Units, 2022 |
143,093,897 | 2,087,184 | 654,975 | 56,825 | 137,903 | |||||||||||||||
Owner Occupied |
82,867,360 | 1,201,049 | 396,514 | 34,634 | 97,021 | |||||||||||||||
Renter Occupied |
44,206,319 | 760,767 | 160,769 | 17,534 | 29,000 | |||||||||||||||
Vacant |
16,020,218 | 125,368 | 97,692 | 4,657 | 11,882 | |||||||||||||||
Owner Occupied |
57.91 | % | 57.54 | % | 60.54 | % | 60.95 | % | 70.35 | % | ||||||||||
Renter Occupied |
30.89 | % | 36.45 | % | 24.55 | % | 30.86 | % | 21.03 | % | ||||||||||
Vacant |
11.20 | % | 6.01 | % | 14.92 | % | 8.20 | % | 8.62 | % | ||||||||||
Owner Occupied Units |
||||||||||||||||||||
2022 - Current |
82,867,360 | 1,201,049 | 396,514 | 34,634 | 97,021 | |||||||||||||||
2027 - Projected |
85,688,240 | 1,259,896 | 410,630 | 36,145 | 100,960 | |||||||||||||||
% Change 2010-2022 |
9.06 | % | 10.93 | % | 7.66 | % | 10.86 | % | 9.80 | % | ||||||||||
% Change 2022-2027 |
3.40 | % | 4.90 | % | 3.56 | % | 4.36 | % | 4.06 | % |
Source: Claritas; S&P Global Market Intelligence; U.S. Department of Labor.
Dover is the county seat of and largest city in Strafford County. With an estimated 2022 population of 32,977, Dover is also the largest city in the New Hampshire Seacoast Region. The Seacoast Region is the southeast area of New Hampshire that includes the eastern portion of Rockingham County and the southern portion of Strafford County. The region stretches along the Atlantic Ocean from New Hampshires border with Salisbury, Massachusetts, to the Piscataqua River and New Hampshires border with Kittery, Maine. The shoreline alternates between rocky and rough headlands and areas with sandy beaches. The Seacoast Region has become known for its historical, tourist, and vacation attractions. In addition, the Seacoast Region is home to a thriving professional sector, particularly in the financial services and high-tech sectors and leveraging its proximity to the greater Boston and Portland metropolitan areas.
43
FELDMAN FINANCIAL ADVISORS, INC.
Strafford County is located in southeastern New Hampshire, separated from York County in the state of Maine by the Salmon Falls River. Strafford County has an estimated 2022 population of 133,182. Since 2010, Strafford Countys population increased by 8.2%, which exceeded the state of New Hampshires population growth rate of 5.3%. Over the next five years, Strafford Countys population is projected to increase by 3.6% as compared to the states growth projection of 2.9%.
Strafford County includes three cities (Dover, Rochester, and Somersworth) and 10 towns within its geographical boundaries. Though the states smallest county in land area at 369 square miles, Strafford County ranks as the states third highest based on population density. The median age in Strafford County was 38.3 years, as compared to the states median age of 43.6 years. Strafford County is the home to the University of New Hampshire (UNH), which is located in Durham. UNH is the states largest university and the largest employer in Strafford County.
Other major employers in Strafford County include Liberty Mutual Insurance Company, Frisbie Memorial Hospital, Wentworth-Douglass Hospital, City of Rochester Schools, City of Dover, Strafford County, ContiTech Thermopol (automotive components manufacturing), Albany Engineered Composites (materials processing), and Aclara Meters (power plant equipment manufacturing). Strafford Countys economic base constitutes a diverse cross-section of employment sectors, led by education and health services, retail trade, manufacturing, local government, and professional, business, and financial services.
Covering the southeast corner of the state, Rockingham County contains all of the states 18 miles of Atlantic Ocean coastline. Rockingham County includes one city (Portsmouth) and 36 towns within its geographical boundaries. Rockingham County had an estimated population in 2022 of 316,810, which had increased by 7.3% between 2010 and 2022, and is projected to increase by 3.4% from 2022 to 2027. Portsmouth is the largest city in Rockingham County with an estimated 2022 population of 21,715. Portsmouth also serves as the cultural and commercial hub of the Seacoast Region due to its numerous historical landmarks and tourist attractions.
44
FELDMAN FINANCIAL ADVISORS, INC.
The largest employers in Rockingham County include Lindt & Sprüngli USA Inc. (chocolate manufacturing), Portsmouth Consular Center (U.S. Department of State), Timberlane Regional School District, Londonderry School District, HCA Portsmouth Regional Hospital, Exeter Hospital, NextEra Energy (electric utility), Timberland International LLC (retail clothing), and Lonza Biologics (pharmaceuticals and biotechnology). The employment base in Rockingham County is centered on education and health services, retail trade, leisure and hospitality, federal government, manufacturing, and professional, business, and financial services.
The estimated median household income in 2022 was $80,876 for Strafford County and $102,139 for Rockingham County. The states median household income of $85,417 was higher than the national median of $72,465, but below the Boston MSA median of $103,847. The median home value in 2020 was $243,500 for Strafford County and $344,500 for Rockingham County, as compared to the state median of $272,300 and the nationwide median of $229,800. The owner-occupied housing unit rates in Strafford and Rockingham counties were 61.0% and 70.4%, respectively, as compared to the state and national rates of 60.5% and 57.9%, respectively.
The states unemployment rate has historically compared favorably to the national unemployment rate. In June 2022, the New Hampshire unemployment rate was 2.0% versus the U.S. unemployment rate of 3.8%. The corresponding unemployment rates in Rockingham and Strafford counties for June 2022 were equal to 2.0%, similar to the state unemployment rate.
45
FELDMAN FINANCIAL ADVISORS, INC.
Overview of Branch Network
The Banks branch network consists of five full-service banking offices, including the main office in Dover and additional offices in Barrington, Durham, Portsmouth, and Rochester. Table 10 provides deposit data for the Banks branch offices from June 30, 2016 to June 30, 2021. Table 11 includes a map of the office locations. The Banks deposits increased by a compound annual growth rate of 9.0% over this five-year period. The Banks largest office based on deposits is the main office in Dover, which had total deposits of $167.0 million or 43.7% of the Banks total deposits at June 30, 2021. Approximately 85.8% ($327.9 million) of the Banks deposits were held in the four banking offices in Strafford County and approximately 14.2% ($54.1 million) were held in the one banking office located in Rockingham County.
Table 10
Branch Office Deposit Data
Data as of June 30, 2016, 2020, and 2021
Branch Deposits at June 30, | 1-Year | 5-Year | ||||||||||||||||||||||||||
2021 | 2020 | 2016 | Growth | CAGR | ||||||||||||||||||||||||
Address |
City | St. | ($000) | ($000) | ($000) | (%) | (%) | |||||||||||||||||||||
Strafford County |
||||||||||||||||||||||||||||
633 Central Avenue |
Dover | NH | 167,032 | 145,060 | 106,626 | 15.15 | 9.39 | |||||||||||||||||||||
7 Mill Road |
Durham | NH | 58,688 | 51,714 | 42,630 | 13.49 | 6.60 | |||||||||||||||||||||
6 Eastern Avenue |
Barrington | NH | 60,433 | 56,092 | 30,235 | 7.74 | 14.86 | |||||||||||||||||||||
17 Wakefield Street |
Rochester | NH | 41,795 | 38,519 | 30,443 | 8.50 | 6.54 | |||||||||||||||||||||
Rockingham County |
||||||||||||||||||||||||||||
1650 Woodbury Avenue |
Portsmouth | NH | 54,113 | 51,768 | 38,695 | 4.53 | 6.94 | |||||||||||||||||||||
Bank Total |
382,061 | 343,153 | 248,629 | 11.34 | 8.97 |
Source: S&P Global Market Intelligence.
46
FELDMAN FINANCIAL ADVISORS, INC.
Table 11
Map of Branch Office Locations
Market Share Analysis
Table 12 displays branch deposit data for financial institutions (commercial banks and savings institutions) in Strafford County as of June 30, 2021 (with deposit data adjusted for subsequently completed mergers). The Bank ranked third in Strafford County out of 11 financial institutions with total deposits of $327.9 million in four offices as of June 30, 2021 for a market share of 13.8%. The deposit market share leaders in Strafford County included large out-of-state banks such as TD Bank, Citizens Bank, M&T Bank, and Bank of America. TD Bank and Citizens Bank had deposit market share concentrations of 27.2% and 24.2%, respectively, as of June 30, 2021. Collectively, the top five financial institutions held 84.3% of the total deposits in Strafford County as of June 30, 2021. The aggregate deposit total in Strafford County increased by 13.4% from $2.1 billion at June 30, 2020 to $2.4 billion at June 30, 2021.
47
FELDMAN FINANCIAL ADVISORS, INC.
Table 13 provides branch deposit data for financial institutions in Rockingham County as of June 30, 2021. The Bank ranked 17th in Rockingham County out of 25 financial institutions with total deposits of $54.1 million in its Portsmouth office as of June 30, 2021 for a market share of 0.5%. The deposit market share leaders in Rockingham County also included large out-of-state banks such as TD Bank, Citizens Bank, Bank of America, M&T Bank, and Santander Bank. TD Bank and Citizens Bank had deposit market share concentrations of 27.3% and 17.5%, respectively. The top five financial institutions held an aggregate of 69.1% of the total deposits in Rockingham County. The overall deposit market in Rockingham County increased by 16.3% from $9.5 billion at June 30, 2020 to $11.1 billion at June 30, 2021.
Based on combined deposit data for Strafford and Rockingham counties, the Bank had total deposits of $382.1 million for a deposit market share of 2.7% as of June 30, 2021. TD Bank and Citizens Bank were the deposit leaders in the combined counties with market shares of 27.2% and 18.7%, respectively, as of June 30, 2021, followed by Bank of America at 11.2% and M&T Bank at 7.1%.
48
FELDMAN FINANCIAL ADVISORS, INC.
Table 12
Deposit Market Share in Strafford County, New Hampshire
Data as of June 30, 2021
(Adjusted for Subsequently Completed Mergers)
No. of | Market | Market | Market | Market | 1-Year | 5-Year | ||||||||||||||||||||||||||
Market | Branch | Deposits | Share | Deposits | Share | Deposit | Deposit | |||||||||||||||||||||||||
Rank | Financial | Offices | 2021 | 2021 | 2020 | 2020 | Growth | CAGR | ||||||||||||||||||||||||
2021 |
Institution |
2021 | ($000) | (%) | ($000) | (%) | (%) | (%) | ||||||||||||||||||||||||
Strafford County, NH |
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1 | TD Bank NA (DE) | 3 | 646,173 | 27.22 | 544,699 | 26.02 | 18.63 | 5.53 | ||||||||||||||||||||||||
2 | Citizens Bank NA (RI) | 6 | 574,961 | 24.22 | 545,536 | 26.06 | 5.39 | 1.89 | ||||||||||||||||||||||||
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3 | First Seacoast Bank (NH) | 4 | 327,948 | 13.82 | 291,385 | 13.92 | 12.55 | 9.33 | ||||||||||||||||||||||||
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4 | M&T Bank (NY) | 3 | 257,362 | 10.84 | 227,155 | 10.85 | 13.30 | 5.99 | ||||||||||||||||||||||||
5 | Bank of America NA (NC) | 2 | 193,934 | 8.17 | 168,008 | 8.03 | 15.43 | 10.12 | ||||||||||||||||||||||||
6 | Profile Bank (NH) | 2 | 154,709 | 6.52 | 134,775 | 6.44 | 14.79 | 6.22 | ||||||||||||||||||||||||
7 | Bank of New Hampshire (NH) | 2 | 109,064 | 4.59 | 80,545 | 3.85 | 35.41 | 29.48 | ||||||||||||||||||||||||
8 | Kennebunk Savings Bank (ME) | 1 | 43,314 | 1.82 | 37,805 | 1.81 | 14.57 | 23.14 | ||||||||||||||||||||||||
9 | Eastern Bank (MA) | 1 | 29,304 | 1.23 | 34,472 | 1.65 | (14.99 | ) | 7.59 | |||||||||||||||||||||||
10 | Cambridge Trust Company (MA) | 1 | 18,491 | 0.78 | 12,244 | 0.58 | 51.02 | | ||||||||||||||||||||||||
11 | Newburyport Five Cts. Svgs. Bk. (MA) | 1 | 18,427 | 0.78 | 16,708 | 0.80 | 10.29 | | ||||||||||||||||||||||||
Market Total |
26 | 2,373,687 | 100.00 | 2,093,332 | 100.00 | 13.39 | 6.66 |
Source: S&P Global Market Intelligence.
49
FELDMAN FINANCIAL ADVISORS, INC.
Table 13
Deposit Market Share in Rockingham County, New Hampshire
Data as of June 30, 2021
(Adjusted for Subsequently Completed Mergers)
No. of | Market | Market | Market | Market | 1-Year | 5-Year | ||||||||||||||||||||||||||
Market | Branch | Deposits | Share | Deposits | Share | Deposit | Deposit | |||||||||||||||||||||||||
Rank | Financial | Offices | 2021 | 2021 | 2020 | 2020 | Growth | CAGR | ||||||||||||||||||||||||
2021 |
Institution |
2021 | ($000) | (%) | ($000) | (%) | (%) | (%) | ||||||||||||||||||||||||
Rockingham County, NH |
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1 | TD Bank NA (DE) | 15 | 3,019,615 | 27.25 | 2,479,580 | 26.01 | 21.78 | 10.92 | ||||||||||||||||||||||||
2 | Citizens Bank NA (RI) | 11 | 1,940,244 | 17.51 | 1,595,860 | 16.74 | 21.58 | 9.02 | ||||||||||||||||||||||||
3 | Bank of America NA (NC) | 5 | 1,313,496 | 11.85 | 1,195,093 | 12.54 | 9.91 | 8.77 | ||||||||||||||||||||||||
4 | M&T Bank (NY) | 11 | 694,096 | 6.26 | 602,112 | 6.32 | 15.28 | 6.98 | ||||||||||||||||||||||||
5 | Bank of New England (NH) | 3 | 689,780 | 6.22 | 581,355 | 6.10 | 18.65 | 12.52 | ||||||||||||||||||||||||
6 | Santander Bank NA (MA) | 6 | 617,348 | 5.57 | 590,063 | 6.19 | 4.62 | 6.37 | ||||||||||||||||||||||||
7 | Enterprise Bank and Trust Co. (MA) | 4 | 520,578 | 4.70 | 478,291 | 5.02 | 8.84 | 17.98 | ||||||||||||||||||||||||
8 | Cambridge Trust Company (MA) | 4 | 383,146 | 3.46 | 343,635 | 3.60 | 11.50 | 4.23 | ||||||||||||||||||||||||
9 | The Provident Bank (MA) | 3 | 365,579 | 3.30 | 310,774 | 3.26 | 17.64 | 12.73 | ||||||||||||||||||||||||
10 | Piscataqua Savings Bank (NH) | 1 | 284,651 | 2.57 | 258,318 | 2.71 | 10.19 | 6.95 | ||||||||||||||||||||||||
11 | Salem Co-operative Bank (NH) | 1 | 278,028 | 2.51 | 256,981 | 2.70 | 8.19 | 5.55 | ||||||||||||||||||||||||
12 | Pentucket Bank (MA) | 2 | 226,127 | 2.04 | 196,223 | 2.06 | 15.24 | 11.99 | ||||||||||||||||||||||||
13 | Kennebunk Savings Bank (ME) | 5 | 167,397 | 1.51 | 121,964 | 1.28 | 37.25 | 35.07 | ||||||||||||||||||||||||
14 | Newburyport Five Cts. Svgs. Bk. (MA) | 4 | 118,088 | 1.07 | 113,337 | 1.19 | 4.19 | 20.08 | ||||||||||||||||||||||||
15 | Eastern Bank (MA) | 2 | 82,485 | 0.74 | 85,627 | 0.90 | (3.67 | ) | 2.75 | |||||||||||||||||||||||
16 | Bangor Savings Bank (ME) | 2 | 62,203 | 0.56 | 50,291 | 0.53 | 23.69 | 7.02 | ||||||||||||||||||||||||
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17 | First Seacoast Bank (NH) | 1 | 54,113 | 0.49 | 51,768 | 0.54 | 4.53 | 6.94 | ||||||||||||||||||||||||
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18 | North Shore Bank, a Co-op Bank (MA) | 1 | 52,335 | 0.47 | 45,369 | 0.48 | 15.35 | 16.78 | ||||||||||||||||||||||||
19 | Partners Bank of New England (ME) | 3 | 44,853 | 0.40 | 28,902 | 0.30 | 55.19 | 29.75 | ||||||||||||||||||||||||
20 | Camden National Bank (ME) | 1 | 44,656 | 0.40 | 41,570 | 0.44 | 7.42 | | ||||||||||||||||||||||||
21 | Primary Bank (NH) | 1 | 37,530 | 0.34 | 10,702 | 0.11 | 250.68 | | ||||||||||||||||||||||||
22 | Haverhill Bank (MA) | 1 | 31,027 | 0.28 | 23,774 | 0.25 | 30.51 | 30.20 | ||||||||||||||||||||||||
23 | Meredith Village Savings Bank (NH) | 1 | 28,397 | 0.26 | 22,275 | 0.23 | 27.48 | | ||||||||||||||||||||||||
24 | JP Morgan Chase Bank NA (NY) | 2 | 14,495 | 0.13 | | | | | ||||||||||||||||||||||||
25 | Northway Bank (NH) | 1 | 12,194 | 0.11 | 12,738 | 0.13 | (4.27 | ) | (3.19 | ) | ||||||||||||||||||||||
Market Total |
91 | 11,082,461 | 100.00 | 9,532,269 | 100.00 | 16.26 | 10.07 |
Source: S&P Global Market Intelligence.
50
FELDMAN FINANCIAL ADVISORS, INC.
Tables 14 to 16 provide residential mortgage market share data for the top 20 lenders in Strafford County, Rockingham County, and York County (Maine) during 2020 and 2021, the most recent periods available for comparable data. Not all companies in the respective markets report the sourced data. The Bank ranked 22nd in Strafford County with 2021 residential mortgage originations of $22.0 million, 62nd in Rockingham County with residential mortgage originations of $25.9 million, and 57th in York County with residential mortgage originations of $14.9 million. The averages for residential mortgage loan funded by reporting lenders in Strafford, Rockingham, and York counties were approximately $266,500, $325,800, and $281,800, respectively, in 2021.
Competition for residential mortgage lending in these market areas is high. In addition to local and regional participants, many nationwide lenders are present in the Banks lending market. Out-of-state mortgage banking companies were prevalent among the top 10 residential lenders in Strafford and Rockingham counties, while local commercial banks and savings banks were positioned among the top residential lenders in York County. The most active nationwide lenders operating in these local markets included Rocket Mortgage, United Wholesale Mortgage, CMG Mortgage, Citizens Bank, Residential Mortgage Services, and loanDepot.com. CMG Mortgage and Rocket Mortgage ranked first and second, respectively in Strafford County for 2021, while Rocket Mortgage and United Wholesale Mortgage placed first and second, respectively, in Rockingham County for 2021. Rocket Mortgage and Camden National Bank ranked first and second in York County based on reported residential mortgage loan originations for 2021.
51
FELDMAN FINANCIAL ADVISORS, INC.
Table 14
Residential Mortgage Lending Market Share
Strafford County, New Hampshire
Data for 2020 and 2021
2021 |
2020 Rank |
Company (State) |
Type |
2021 Funded Loans ($000) |
2021 Market Share (%) |
2020 Funded Loans ($000) |
2020 Market Share (%) |
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1 | 1 | CMG Mortgage Inc. (CA) | Mortgage Bank | 151,500 | 8.87 | 145,055 | 8.69 | |||||||||||||||||||
2 | 2 | Rocket Mortgage LLC (MI) | Mortgage Bank | 127,370 | 7.46 | 117,570 | 7.04 | |||||||||||||||||||
3 | 10 | United Wholesale Mortgage (MI) | Specialty Lender | 88,095 | 5.16 | 43,115 | 2.58 | |||||||||||||||||||
4 | 3 | Envoy Mortgage Ltd. (TX) | Mortgage Bank | 70,610 | 4.13 | 71,955 | 4.31 | |||||||||||||||||||
5 | 7 | Citizens Bank NA (RI) | Comml Bank | 57,740 | 3.38 | 45,800 | 2.74 | |||||||||||||||||||
6 | 9 | loanDepot.com LLC (CA) | Mortgage Bank | 55,150 | 3.23 | 45,215 | 2.71 | |||||||||||||||||||
7 | 5 | Northeast CU (NH) | Credit Union | 44,965 | 2.63 | 54,180 | 3.24 | |||||||||||||||||||
8 | 12 | LeaderOne Financial Corp. (KS) | Mortgage Bank | 42,040 | 2.46 | 36,215 | 2.17 | |||||||||||||||||||
9 | 11 | Freedom Mortgage Corp. (FL) | Mortgage Bank | 37,355 | 2.19 | 41,610 | 2.49 | |||||||||||||||||||
10 | 35 | Bangor SB (ME) | Savings Bank | 35,840 | 2.10 | 12,560 | 0.75 | |||||||||||||||||||
11 | 4 | Service Federal Credit Union (NH) | Credit Union | 35,770 | 2.09 | 67,760 | 4.06 | |||||||||||||||||||
12 | 25 | TD Bank NA (DE) | Comml Bank | 35,575 | 2.08 | 20,855 | 1.25 | |||||||||||||||||||
13 | 17 | NewRez LLC (PA) | Mortgage Bank | 34,860 | 2.04 | 27,955 | 1.67 | |||||||||||||||||||
14 | 30 | Kennebunk Savings Bank (ME) | Savings Bank | 34,105 | 2.00 | 16,180 | 0.97 | |||||||||||||||||||
15 | 6 | Residential Mortgage Svcs. Inc. (ME) | Mortgage Bank | 30,365 | 1.78 | 49,420 | 2.96 | |||||||||||||||||||
16 | 13 | HarborOne Mortgage LLC (NH) | Mortgage Bank | 30,325 | 1.78 | 35,310 | 2.11 | |||||||||||||||||||
17 | 19 | Nationstar Mortgage LLC (TX) | Mortgage Bank | 29,260 | 1.71 | 26,570 | 1.59 | |||||||||||||||||||
18 | | Greystone Servicing Co. LLC (VA) | Specialty Lender | 27,450 | 1.61 | | | |||||||||||||||||||
19 | 33 | AmeriSave Mortgage Corp. (GA) | Mortgage Bank | 22,730 | 1.33 | 13,870 | 0.83 | |||||||||||||||||||
20 | 24 | Bank of New Hampshire (NH) | Comml Bank | 22,575 | 1.32 | 21,110 | 1.26 | |||||||||||||||||||
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22 | 14 | First Seacoast Bank (NH) | Savings Bank | 22,010 | 1.29 | 33,345 | 2.00 | |||||||||||||||||||
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Total for Lenders in Market |
1,707,865 | 1,670,115 |
Source: S&P Global Market Intelligence.
52
FELDMAN FINANCIAL ADVISORS, INC.
Table 15
Residential Mortgage Lending Market Share
Rockingham County, New Hampshire
Data for 2020 and 2021
2021 |
2020 Rank |
Company (State) |
Type |
2021 Funded Loans ($000) |
2021 Market Share (%) |
2020 Funded Loans ($000) |
2020 Market Share (%) |
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1 | 1 | Rocket Mortgage LLC (MI) | Mortgage Bank | 486,770 | 7.11 | 493,430 | 7.32 | |||||||||||||||||||
2 | 4 | United Wholesale Mortgage (MI) | Specialty Lender | 468,950 | 6.85 | 292,895 | 4.34 | |||||||||||||||||||
3 | 5 | Citizens Bank NA (RI) | Comml Bank | 301,955 | 4.41 | 254,175 | 3.77 | |||||||||||||||||||
4 | 2 | CMG Mortgage Inc. (CA) | Mortgage Bank | 275,960 | 4.03 | 356,065 | 5.28 | |||||||||||||||||||
5 | 6 | loanDepot.com LLC (CA) | Mortgage Bank | 249,500 | 3.65 | 220,395 | 3.27 | |||||||||||||||||||
6 | 3 | Residential Mortgage Svcs. Inc. (ME) | Mortgage Bank | 203,450 | 2.97 | 295,300 | 4.38 | |||||||||||||||||||
7 | 9 | Guaranteed Rate Inc. (IL) | Mortgage Bank | 173,310 | 2.53 | 152,415 | 2.26 | |||||||||||||||||||
8 | 8 | CrossCountry Mortgage LLC (OH) | Mortgage Bank | 164,420 | 2.40 | 172,165 | 2.55 | |||||||||||||||||||
9 | 7 | HarborOne Mortgage LLC (NH) | Mortgage Bank | 148,565 | 2.17 | 190,955 | 2.83 | |||||||||||||||||||
10 | 13 | NewRez LLC (PA) | Mortgage Bank | 146,350 | 2.14 | 116,325 | 1.72 | |||||||||||||||||||
11 | 22 | AmeriSave Mortgage Corp. (GA) | Mortgage Bank | 121,755 | 1.78 | 73,670 | 1.09 | |||||||||||||||||||
12 | 15 | Fairway Independent Mortgage (WI) | Mortgage Bank | 118,250 | 1.73 | 112,185 | 1.66 | |||||||||||||||||||
13 | 12 | Freedom Mortgage Corp. (FL) | Mortgage Bank | 117,405 | 1.72 | 120,310 | 1.78 | |||||||||||||||||||
14 | 17 | St. Marys Bank CU (NH) | Credit Union | 113,580 | 1.66 | 98,960 | 1.47 | |||||||||||||||||||
15 | 11 | Mortgage Network Inc. (MA) | Mortgage Bank | 111,720 | 1.63 | 126,280 | 1.87 | |||||||||||||||||||
16 | 19 | Nationstar Mortgage LLC (TX) | Mortgage Bank | 107,205 | 1.57 | 89,415 | 1.33 | |||||||||||||||||||
17 | 27 | Wells Fargo Bank NA (SD) | Comml Bank | 99,865 | 1.46 | 64,505 | 0.96 | |||||||||||||||||||
18 | 33 | PennyMac Loan Services LLC (CA) | Mortgage Bank | 95,645 | 1.40 | 51,055 | 0.76 | |||||||||||||||||||
19 | 16 | Bank of America NA (NC) | Comml Bank | 94,205 | 1.38 | 99,235 | 1.47 | |||||||||||||||||||
20 | 18 | TD Bank NA (DE) | Comml Bank | 92,890 | 1.36 | 98,680 | 1.46 | |||||||||||||||||||
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62 | 59 | First Seacoast Bank (NH) | Savings Bank | 25,890 | 0.38 | 26,375 | 0.39 | |||||||||||||||||||
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Total for Lenders in Market |
6,842,235 | 6,744,405 |
Source: S&P Global Market Intelligence.
53
FELDMAN FINANCIAL ADVISORS, INC.
Table 16
Residential Mortgage Lending Market Share
York County, Maine
Data for 2020 and 2021
2021 |
2020 Rank |
Company (State) |
Type |
2021 Funded Loans ($000) |
2021 Market Share (%) |
2020 Funded Loans ($000) |
2020 Market Share (%) |
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1 | 1 | Rocket Mortgage LLC (MI) | Mortgage Bank | 219,280 | 5.74 | 210,970 | 5.88 | |||||||||||||||||||
2 | 3 | Camden National Bank (ME) | Comml Bank | 216,670 | 5.67 | 187,600 | 5.23 | |||||||||||||||||||
3 | 6 | United Wholesale Mortgage (MI) | Specialty Lender | 206,570 | 5.41 | 135,135 | 3.77 | |||||||||||||||||||
4 | 2 | CMG Mortgage Inc. (CA) | Mortgage Bank | 202,430 | 5.30 | 205,615 | 5.73 | |||||||||||||||||||
5 | 5 | Bangor SB (ME) | Savings Bank | 146,630 | 3.84 | 157,965 | 4.40 | |||||||||||||||||||
6 | 8 | Kennebunk Savings Bank (ME) | Savings Bank | 134,610 | 3.52 | 96,615 | 2.69 | |||||||||||||||||||
7 | 4 | Residential Mortgage Svcs. Inc. (ME) | Mortgage Bank | 127,760 | 3.34 | 163,870 | 4.57 | |||||||||||||||||||
8 | 11 | loanDepot.com LLC (CA) | Mortgage Bank | 107,820 | 2.82 | 73,120 | 2.04 | |||||||||||||||||||
9 | 9 | Atlantic Regional FCU (ME) | Credit Union | 81,165 | 2.12 | 82,065 | 2.29 | |||||||||||||||||||
10 | 16 | Citizens Bank NA (RI) | Comml Bank | 76,980 | 2.01 | 59,650 | 1.66 | |||||||||||||||||||
11 | 7 | Norwich Commercial Group Inc. (CT) | Mortgage Bank | 70,450 | 1.84 | 101,810 | 2.84 | |||||||||||||||||||
12 | 10 | Saco & Biddeford Savings Inst. (ME) | Savings Bank | 69,290 | 1.81 | 73,630 | 2.05 | |||||||||||||||||||
13 | 12 | Freedom Mortgage Corp. (FL) | Mortgage Bank | 69,170 | 1.81 | 69,345 | 1.93 | |||||||||||||||||||
14 | 15 | Partners Bank of New England (ME) | Savings Bank | 65,765 | 1.72 | 60,075 | 1.67 | |||||||||||||||||||
15 | 13 | Mortgage Network Inc. (MA) | Mortgage Bank | 61,900 | 1.62 | 65,705 | 1.83 | |||||||||||||||||||
16 | 20 | KeyBank NA (OH) | Comml Bank | 57,865 | 1.51 | 49,805 | 1.39 | |||||||||||||||||||
17 | 18 | TD Bank NA (DE) | Comml Bank | 55,715 | 1.46 | 54,005 | 1.51 | |||||||||||||||||||
18 | 14 | Maine Community Bank (ME) | Savings Bank | 53,235 | 1.39 | 63,785 | 1.78 | |||||||||||||||||||
19 | 19 | HarborOne Mortgage LLC (NH) | Mortgage Bank | 52,620 | 1.38 | 50,595 | 1.41 | |||||||||||||||||||
20 | 17 | Northeast CU (NH) | Credit Union | 51,355 | 1.34 | 56,370 | 1.57 | |||||||||||||||||||
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57 | 65 | First Seacoast Bank (NH) | Savings Bank | 14,920 | 0.39 | 11,655 | 0.32 | |||||||||||||||||||
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Total for Lenders in Market |
3,821,465 | 3,587,470 |
Source: S&P Global Market Intelligence.
54
FELDMAN FINANCIAL ADVISORS, INC.
Summary Outlook
The Company has reported low to moderate levels of profitability over the past five years with an average core ROA of approximately 0.27% from 2017 to 2021. For the six months ended June 30, 2022, the Companys annualized core ROA was 0.21%. Since the initial offering in 2019, the Company has progressed steadily in growing its balance sheet and maintaining sound asset quality. However, its net interest margin has remained under pressure, especially as borrowings have increased to partially support the asset expansion. The relatively flat interest rate environment proved challenging for most financial institutions during this period, but especially for a predominantly fixed-rate residential loan, portfolio lender such as FSB. In addition, the Companys profitability has been tasked with absorbing the infrastructure, systems, and staffing investments while FSB positions itself to take advantage of future growth opportunities in a market that exhibits favorable demographics.
The Companys current business strategy places emphasis on improving the net interest margin through a combination of managing funding costs and increasing asset yields via increased diversification into higher-yielding types of loans and emphasizing growth of lower costing core deposits. The Company believes that it can successfully leverage its operating expense base to generate increased levels of net interest and non-interest income by increasing its product and service penetration with existing customers and enhancing its market perception as a viable banking organization capable of serving the retail and commercial banking needs of new customers.
55
FELDMAN FINANCIAL ADVISORS, INC.
FSB plans to continue its emphasis on residential and commercial real estate lending. The residential lending operations will continue to sell a portion of fixed-rate residential mortgage loan originations, providing the Company with recurring sources of revenue from loan servicing income and gains on the sale of such loans. The commercial real estate lending operations provide the Company with sources of higher-yielding loans and banking relationships that also generate low-cost deposit balances and ancillary non-interest income.
A key element of the Companys operating strategy is to continue to aggressively manage credit risk, so as to continue to maintain the Companys favorable measures for credit quality. The Company estimates that it can achieve higher profitability over future years in part through added efficiencies gained through growth in the earning asset base without adding additional infrastructure, which has already been put in place to facilitate and manage such growth. However, as noted earlier, the Company will face intensified competition as the attractive demographics in the Companys market area are also precipitating ramped-up expansion goals by existing competitors as well as new entrants.
56
FELDMAN FINANCIAL ADVISORS, INC.
II. COMPARISONS WITH PUBLICLY TRADED THRIFTS
General Overview
The comparative market approach provides a sound basis for determining estimates of going-concern valuations where a regular and active market exists for the stocks of peer institutions. The comparative market approach was utilized in determining the estimated pro forma market value of the Company because: (1) reliable market and financial data are readily available for comparable institutions; (2) the comparative market method is required by the applicable regulatory guidelines; and (3) other alternative valuation methods (such as income capitalization, liquidation analysis, or discounted cash flow) are unlikely to produce a valuation relevant to the future trading patterns of the related equity interest. The generally employed valuation method in initial public offerings, where possible, is the comparative market approach, which also can be relied upon to determine pro forma market value in a thrift stock conversion.
The comparative market approach derives valuation benchmarks from the trading patterns of selected peer institutions which, due to certain factors such as financial performance and operating strategies, enable the appraiser to estimate the potential value of the subject institution in a stock conversion offering. The pricing and trading history of recent initial public offerings of thrifts are also examined to provide evidence of the new issue discount that must be considered. In Chapter II, our valuation analysis focuses on the selection and comparison of the Company with a comparable group of publicly traded thrift institutions (the Comparative Group). Chapter III will detail any additional discounts or premiums that we believe are appropriate to the Companys pro forma market value.
57
FELDMAN FINANCIAL ADVISORS, INC.
Selection Criteria
Selected market price and financial performance data for all public thrifts listed on major stock exchanges are shown in Exhibit III. The list excludes companies that are subject to being acquired under a pending transaction and companies that have a majority ownership interest controlled by a mutual holding company. Several criteria, which are discussed below, were used to select the individual members of the Comparative Group from the overall universe of publicly traded thrifts.
| Operating characteristics An institutions operating characteristics are the most important factors because they affect investors expected rates of return on a companys stock under various business/economic scenarios, and they influence the markets general perception of the quality and attractiveness of a given company. Operating characteristics, which may vary in importance during the business cycle, include financial variables such as profitability, balance sheet growth, capitalization, asset quality, and other factors such as lines of business and management strategies. |
| Degree of marketability and liquidity Marketability of a stock reflects the relative ease and promptness with which a security may be sold when desired, at a representative current price, without material concession in price merely because of the necessity of sale. Marketability also connotes the existence of buying interest as well as selling interest and is usually indicated by trading volumes and the spread between the bid and asked price for a security. Liquidity of the stock issue refers to the organized market exchange process whereby the security can be converted into cash. We attempted to limit our selection to companies that have access to a regular trading market or price quotations and, therefore, only considered companies listed on major stock exchanges. We eliminated from the Comparative Group companies with market prices that were materially influenced by announced acquisitions or other unusual circumstances. However, the expectation of continued industry consolidation is currently embedded in thrift equity valuations. |
| Geographic Location The region of the country where a company operates is also of importance in selecting the comparative group. The operating environment for thrift institutions varies from region to region with respect to business and economic environments, real estate market conditions, speculative takeover activity, and investment climates. Economic and investor climates can also vary greatly within a region, particularly due to takeover activity. |
58
FELDMAN FINANCIAL ADVISORS, INC.
The operations of the Company fit the general profile of a small-to-medium sized thrift institution, concentrating primarily on real estate lending in its local market and relying on retail deposits as a funding source. Residential mortgage loans remain the core product in the Company loan portfolio, drawing upon its roots as a traditional home lender. However, the Company has diversified its loan mix through the steady origination of commercial real estate, commercial business, and construction and development loans.
In determining the Comparative Group composition, we focused on the Companys asset size, capitalization, geographic location, asset quality, and earnings fundamentals. Attempting to concentrate on the Companys performance characteristics and to develop a meaningful number of comparables for valuation purposes, we expanded the criteria to include a statistically significant number of companies. In addition, because of the scarcity of candidates meeting the criteria precisely, we increased the asset size constraint to generate a meaningful number of comparables while maintaining non-size related characteristics. As with any composition of a group of comparable companies, the selection criteria were broadened sufficiently to assemble a meaningful number of members. We performed an initial screening of publicly traded thrifts headquartered in the Northeast and Mid-Atlantic regions of the United States with total assets less than $1 billion. We then expanded the selection criteria to other adjacent geographic regions and applied the following overall selection criteria:
| Publicly traded thrift stock-form thrift whose shares are traded on the New York, NYSE American, or NASDAQ stock exchanges. |
| Excludes mutual holding companies companys corporate structure is organized in fully converted stock form and excludes companies whose majority ownership interest is held by a mutual holding company. |
| Seasoned trading issue company has been publicly traded for at least one year. |
| Geographic location based in the Northeast, Mid-Atlantic, Southeast, or Midwest region of the country. |
59
FELDMAN FINANCIAL ADVISORS, INC.
| Non-acquisition target company is not subject to a pending acquisition. |
| Asset size total assets greater than $200 million and less than $1 billion. |
| Capital level ratio of tangible common equity to tangible assets greater than 7.00%. |
| Profitability ROA greater than 0.00% and less than 1.00%. |
| Credit quality non-performing assets to total assets ratio less than 2.50%. |
As a result of applying the stated criteria, the screening process produced a reliable representation of public thrifts. A general operating summary of the 10 companies included in the Comparative Group is presented in Table 17. All of the selected companies are traded on the NASDAQ market. The Comparative Group ranged in asset size from $266.5 million at Mid-Southern Bancorp to $880.0 million at William Penn Bancorporation. The median and average asset sizes of the Comparative Group were $477.3 million and $542.7 million, respectively, reasonably comparable to the Companys total assets of $510.2 million as of June 30, 2022.
Besides FSB, there are seven other public thrifts located in the Northeast region of the United States. However, they were all excluded from the Comparative Group due to not meeting the selection criteria for asset size, non-mutual holding company, and non-acquisition target. Four of the Comparative Group members are located in the Mid-Atlantic states of New York (Generations Bancorp), New Jersey (Magyar Bancorp), and Pennsylvania (HV Bancorp and William Penn Bancorporation). Four of the Comparative Group members are based in the Midwest states of Illinois (IF Bancorp), Indiana (Mid-Southern Bancorp), Ohio (Cincinnati Bancorp), and Wisconsin (FFBW). Two of the Comparative Group members are located in the Southeast states of Georgia (Affinity Bancshares) and Alabama (Cullman Bancorp).
Five members of the Comparative Group (Affinity Bancshares, Cullman Bancorp, Generations Bancorp, Magyar Bancorp, and William Penn Bancorporation) completed second-step conversions in 2021. FFBW completed a second-step conversion in 2020. While some differences inevitably may exist between the Company and the individual Comparative Group members, we believe that the chosen Comparative Group on the whole provides a meaningful basis of financial comparison for valuation purposes.
60
FELDMAN FINANCIAL ADVISORS, INC.
Table 17
Comparative Group Operating Summary
As of June 30, 2022
Company |
City |
St. | No. of Offices |
Initial Public Offering Date |
Total Assets ($Mil.) |
Tang. Equity/ Assets (%) |
||||||||||||||
First Seacoast Bancorp |
Dover | NH | 5 | 07/16/19 | $ | 510.2 | 10.11 | |||||||||||||
Comparative Group |
||||||||||||||||||||
Affinity Bancshares, Inc. |
Covington | GA | 3 | 04/27/17 | 766.7 | 12.93 | ||||||||||||||
Cincinnati Bancorp, Inc. |
Cincinnati | OH | 6 | 10/14/15 | 282.1 | 14.10 | ||||||||||||||
Cullman Bancorp, Inc. |
Cullman | AL | 4 | 10/08/09 | 384.0 | 25.70 | ||||||||||||||
FFBW, Inc. |
Brookfield | WI | 7 | 10/10/17 | 330.4 | 25.32 | ||||||||||||||
Generations Bancorp NY, Inc. |
Seneca Falls | NY | 10 | 07/10/06 | 369.7 | 10.18 | ||||||||||||||
HV Bancorp, Inc. |
Doylestown | PA | 7 | 01/11/17 | 570.6 | 7.22 | ||||||||||||||
IF Bancorp, Inc. |
Watseka | IL | 8 | 07/07/11 | 857.6 | 8.36 | ||||||||||||||
Magyar Bancorp, Inc. |
New Brunswick | NJ | 7 | 01/23/06 | 790.7 | 12.77 | ||||||||||||||
Mid-Southern Bancorp, Inc. |
Salem | IN | 3 | 04/08/98 | 266.5 | 12.90 | ||||||||||||||
William Penn Bancorporation |
Bristol | PA | 14 | 04/15/08 | 880.0 | 21.36 |
Source: First Seacoast Bancorp; S&P Global Market Intelligence.
61
FELDMAN FINANCIAL ADVISORS, INC.
Recent Financial Comparisons
Table 18 summarizes certain key financial comparisons between the Company and the Comparative Group. Tables 19 through 23 contain the detailed financial comparisons of the Company with the individual Comparative Group companies based on measures of profitability, income and expense components, capital levels, balance sheet composition, asset quality, and growth rates. Financial data for the Company, the Comparative Group, and All Public Thrift aggregate were utilized for the latest available period as of or for the last twelve months (LTM) ended June 30, 2022.
The Companys LTM ROA was 0.29%, reflecting profitability below the Comparative Group median of 0.63% and the All Public Thrift median of 0.86%. The Companys lower ROA was attributable mainly to a lower level of non-interest income and a higher level of non-interest expense. The Companys LTM ROE was 2.48% and lagged the Comparative Group median of 3.77%. Among the Comparative Group companies, only one member reported ROA results below that of the Company. Cincinnati Bancorp generated an LTM ROA ratio of 0.26%, while the remaining Comparative Group companies exhibited LTM ROA ratios between 0.38% and 0.89%.
Based on pre-tax core earnings as adjusted to exclude income taxes, intangibles amortization expense, securities gains, and other non-recurring items, the Companys core profitability was also lower than the Comparative Groups levels. The Companys LTM pre-tax core earnings ratio was 0.34% of average assets and positioned below the corresponding Comparative Group median of 0.80% and the All Public Thrift median of 1.23%. The Companys core profitability performance was disadvantaged by comparatively lower levels of net interest income and non-interest income and a higher level of non-interest expense.
62
FELDMAN FINANCIAL ADVISORS, INC.
Table 18
Key Financial Comparisons
First Seacoast Bancorp and the Comparative Group
As of or For the Last Twelve Months Ended June 30, 2022
First Seacoast Bancorp |
Comp. Group Median |
All Public Thrift Median |
||||||||||
Profitability Ratios |
||||||||||||
LTM Return on Average Assets (ROA) |
0.29 | % | 0.63 | % | 0.86 | % | ||||||
LTM Return on Average Equity (ROE) |
2.48 | 3.77 | 7.03 | |||||||||
Core Return on Avg. Assets (Core ROA) |
0.29 | 0.66 | 0.91 | |||||||||
Core Return on Avg. Equity (Core ROE) |
2.41 | 4.12 | 7.30 | |||||||||
Net Interest Margin |
3.01 | 3.18 | 3.09 | |||||||||
Efficiency Ratio |
88.38 | 76.76 | 68.00 | |||||||||
Income and Expense (% of avg. assets) |
||||||||||||
Total Interest Income |
3.15 | 3.32 | 3.20 | |||||||||
Total Interest Expense |
0.22 | 0.32 | 0.29 | |||||||||
Net Interest Income |
2.93 | 2.97 | 2.91 | |||||||||
Provision for Loan Losses |
0.04 | 0.06 | 0.01 | |||||||||
Other Operating Income |
0.33 | 0.45 | 0.47 | |||||||||
Net Secs. Gains and Non-rec. Income |
0.01 | 0.00 | 0.00 | |||||||||
General and Administrative Expense |
2.88 | 2.63 | 2.48 | |||||||||
Intangibles Amortization Expense |
0.00 | 0.00 | 0.00 | |||||||||
Non-recurring Expense |
0.00 | 0.00 | 0.00 | |||||||||
Pre-tax Core Earnings |
0.34 | 0.80 | 1.23 | |||||||||
Equity Capital Ratios |
||||||||||||
Total Equity / Total Assets |
10.17 | 13.52 | 11.66 | |||||||||
Tangible Equity / Tangible Assets |
10.11 | 12.92 | 10.85 | |||||||||
Growth Rates |
||||||||||||
Total Assets |
6.69 | 3.05 | 4.22 | |||||||||
Net Total Loans |
2.40 | 4.28 | 8.10 | |||||||||
Total Deposits |
4.72 | 5.39 | 5.15 |
63
FELDMAN FINANCIAL ADVISORS, INC.
Table 18 (continued)
Key Financial Comparisons
First Seacoast Bancorp and the Comparative Group
As of or For the Last Twelve Months Ended June 30, 2022
First Seacoast Bancorp |
Comp. Group Median |
All Public Thrift Median |
||||||||||
Balance Sheet Composition (% of total assets) |
|
|||||||||||
Cash and Securities |
21.78 | % | 20.02 | % | 19.62 | % | ||||||
Loans Receivable, net |
74.86 | 73.68 | 72.28 | |||||||||
Real Estate Owned |
0.00 | 0.01 | 0.00 | |||||||||
Intangible Assets |
0.06 | 0.02 | 0.06 | |||||||||
Other Assets |
3.30 | 5.31 | 4.76 | |||||||||
Total Deposits |
76.02 | 80.36 | 79.62 | |||||||||
Borrowed Funds |
12.64 | 3.84 | 5.44 | |||||||||
Other Liabilities |
1.18 | 1.14 | 3.28 | |||||||||
Total Liabilities |
89.83 | 86.48 | 88.34 | |||||||||
Total Equity |
10.17 | 13.52 | 11.66 | |||||||||
Loan Portfolio Composition (% of total loans) |
|
|||||||||||
Residential Real Estate Loans (1) |
65.05 | 38.07 | 25.26 | |||||||||
Other Real Estate Loans |
26.89 | 45.90 | 57.13 | |||||||||
Non-Real Estate Loans |
8.06 | 16.67 | 17.61 | |||||||||
Credit Risk Ratios |
||||||||||||
Non-performing Loans / Total Loans |
0.16 | 1.03 | 0.39 | |||||||||
Non-performing Assets / Total Assets |
0.12 | 0.68 | 0.29 | |||||||||
Reserves / Non-performing Loans |
605.32 | 108.48 | 215.07 | |||||||||
Reserves / Total Loans |
0.95 | 0.97 | 0.99 |
(1) | Includes home equity loans and lines of credit. |
Source: First Seacoast Bancorp; S&P Global Market Intelligence; Feldman Financial.
64
FELDMAN FINANCIAL ADVISORS, INC.
As shown in Table 21, the Companys level of net interest income at 2.93% of average assets trailed the Comparative Group median of 2.97%, owing to the Companys relatively restrained yields on the predominantly residential concentration of its loan portfolio versus the broader loan portfolio diversifications exhibited by the Comparative Group overall. The Companys total interest income measured 3.15% of average assets for the LTM period, lagging the Comparative Group median of 3.32%. The Companys interest expense amounted to 0.22% of average assets and was lower than the corresponding Comparative Group median of 0.31%. The Companys weighted average yield for the loan portfolio decreased by 15 basis points from 3.79% for the year ended December 31, 2021 to 3.64% for the six months ended June 30, 2022. The Companys weighted average yield for the investment securities portfolio increased from 1.86% for the year ended December 31, 2021 to 2.02% for the six months ended June 30, 2022.
The Companys non-interest operating income totaled 0.33% of average assets, measuring below the Comparative Group median of 0.45%. The Companys primary sources of non-interest income include service charges on deposit accounts, wealth management revenue, loan servicing fees, and debit card and credit card interchange fees. Most of the Comparative Group companies reported higher levels of non-interest income, particularly generating additional revenue from gains on sale of loans. For example, Cincinnati Bancorp and HV Bancorp reported non-interest income levels measuring 2.64% and 1.89% of average assets, respectively, reflecting significant income contributions from mortgage banking activities.
65
FELDMAN FINANCIAL ADVISORS, INC.
The Companys loan loss provision amounted to 0.04% of average assets for the recent LTM period and was slightly less than the Comparative Group median of 0.06%. As noted previously, based on managements analysis of the allowance for loan losses, the Company recorded a provision for loan losses of $480,000 for the year ended December 31, 2020, $205,000 for the year ended December 31, 2021 and $60,000 for the six months ended June 30, 2022. The decrease in the loan loss provision for 2021 and the first half of 2022 was primarily due to the decrease in non-accrual loans from $1.1 million at December 31, 2019 to $602,000 at June 30, 2022. The Companys total non-performing assets measured 0.12% at June 30, 2022, comparing favorably to the Comparative Group median of 0.68% and reflecting a level below the non-performing asset ratios for each of the Comparative Group companies except for FFBW at 0.09% and IF Bancorp at 0.15%. The Companys ratio of non-performing assets to total assets has improved from 0.26%, 0.20%, and 0.17% at December 31, 2019, 2020, and 2021, respectively. The Companys 0.95% ratio of reserves to total loans closely approximated the Comparative Group median of 0.97%.
The Company operating expense ratio at 2.88% of average assets for the LTM period was higher than the Comparative Group median of 2.63%. The members of the Comparative Group reporting above-average ratios of operating expense also exhibited above-average levels of non-interest income as the added expense infrastructure partially supports the non-interest income production. However, the Companys higher operating expense ratio is not accompanied by comparably high levels of operating revenue. The Companys LTM efficiency ratio (non-interest expense less intangibles amortization expense as a percent of net interest income before provision plus non-interest operating income) was relatively high at 88.4% and surpassed the Comparative Group median of 76.8%. None of the members of the Comparative Group exhibited efficiency ratios as high as the Companys level. Three of the Comparative Group companies exhibited efficiency ratios above 80% with Generation Bancorp at 81.7%, HV Bancorp at 84.6%, and Cincinnati Bancorp at 86.7%. All three of these companies also reported subpar earnings levels that measured the lowest among the Comparative Group with Generations Bancorp reporting an LTM ROA of 0.38%, HV Bancorp at 0.49%, and Cincinnati Bancorp at 0.26%
66
FELDMAN FINANCIAL ADVISORS, INC.
As reflected in Table 22, the overall balance sheet composition of the Company reflected a slightly higher concentration of loans to assets versus that of the overall Comparative Group. The Companys net total loans amounted to 74.86% of total assets as of June 30, 2022, eclipsing the median of 73.68% for the Comparative Group. The Companys ratio of cash and securities to total assets was 21.78% and slightly higher than the median of 20.02% of the Comparative Group. The Company had intangible assets on its balance sheet as of June 30, 2022 in the form of customer list intangible assets, which measured 0.06% of total assets. The Company had no real estate owned at such date. The Companys ratio of other assets measured 3.36% and was lower than the Comparative Group median of 5.31%.
The Company has actively utilized borrowings as a supplemental source of funds to support its loan origination activity. The Companys ratio of borrowed funds to total assets amounted to 12.64% at June 30, 2022 and surpassed the Comparative Group median of 3.34%. The Companys borrowings comprised $64.3 million of FHLB advances as of June 30, 2022. The Companys deposit level at 76.01% of total assets was below the Comparative Group median of 80.36% of total assets. The Companys equity level of 10.17% relative to total assets was below the Comparative Group median of 13.52%, which reflected the equity structure of fully converted companies.
The Companys level of residential real estate loans (including home equity and second mortgage loans) measured 65.05% of total loans based on regulatory financial data as of June 30, 2022, above the Comparative Group median of 38.07%. The Comparative Group includes a number of companies that have diversified their lending platforms to include significant concentrations of commercial real estate, commercial business, and consumer loans in their respective loan portfolios.
67
FELDMAN FINANCIAL ADVISORS, INC.
The Companys concentration of non-residential real estate loans (commercial real estate, multi-family real estate, and construction and land development loans) represented 26.89% of total loans and was below the Comparative Group median of 45.90% of total loans. The Company exhibited a lower level of non-real estate loans, which accounted for only 8.06% of total loans versus the Comparative Group median of 16.67% of total loans. The Company has a limited amount of consumer loans, while its commercial business loan portfolio has begun to gain growth momentum in recent years. The Companys commercial business loan portfolio increased from $24.7 million at December 31, 2019 to $54.7 million at September 30, 2020, driven by the originations of PPP loans. More recently, the Companys commercial business loan portfolio amounted to $24.6 million at June 30, 2022 with the decline primarily related to the forgiveness of PPP loans and several payoffs of large loans by certain corporate borrowers.
The Companys recent emphasis on balance sheet growth is reflected in the comparative growth rates. The Companys asset growth rate measured 6.69% over the recent LTM period versus the Comparative Group median asset growth rate of 3.05%. The Company exhibited a deposit growth rate of 4.72% versus the Comparative Group median of 5.20%. The Companys loan growth rate of 2.40% lagged the Comparative Group median loan growth rate of 4.28%. The Company registered solid growth in its residential mortgage loan and commercial real estate loan portfolios over the recent LTM period, but experienced declines in its outstanding balances of commercial business loans and construction and development loans.
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FELDMAN FINANCIAL ADVISORS, INC.
In summary, the Companys recent earnings performance was below the results exhibited by the Comparative Group, while its asset quality was superior and its capital position as a majority-held mutual holding company institution was below the overall equity levels displayed by the fully stock-form companies within the Comparative Group. The Companys profitability continues to be characterized by below-average levels of net interest income and non-interest income while experiencing above-average levels of non-interest expense. Similar to most financial institutions its size, the Company is faced with the ongoing challenge of improving its efficiency ratio either through bolstering its net interest margin, enhancing non-interest income generation, or improving the efficiency and productivity of its operating infrastructure. The Companys earnings growth outlook will depend largely on its ability to maintain satisfactory loan quality as its grows the portfolio, to improve the net interest margin across movements in the interest rate environment, and to control non-interest expense as it seeks to expand its operations.
69
FELDMAN FINANCIAL ADVISORS, INC.
Table 19
General Operating Characteristics
As of June 30, 2022
City/State |
Ticker |
Exchange |
No. of Offices |
IPO Date |
Total Assets ($000s) |
Total Deposits ($000s) |
Total Equity ($000s) |
Tang. Common Equity ($000s) |
||||||||||||||||||||||
First Seacoast Bancorp |
Dover, NH | FSEA | NASDAQ | 5 | 07/16/19 | 510,246 | 387,868 | 51,872 | 51,556 | |||||||||||||||||||||
Comparative Group Average |
549,809 | 438,906 | 81,740 | 79,123 | ||||||||||||||||||||||||||
Comparative Group Median |
477,324 | 396,532 | 77,757 | 77,623 | ||||||||||||||||||||||||||
Comparative Group |
||||||||||||||||||||||||||||||
Affinity Bancshares, Inc. |
Covington, GA | AFBI | NASDAQ | 3 | 04/27/17 | 766,679 | 626,175 | 115,371 | 96,718 | |||||||||||||||||||||
Cincinnati Bancorp, Inc. |
Cincinnati, OH | CNNB | NASDAQ | 5 | 10/14/15 | 282,050 | 222,929 | 39,885 | 39,748 | |||||||||||||||||||||
Cullman Bancorp, Inc. |
Cullman, AL | CULL | NASDAQ | 4 | 10/08/09 | 384,000 | 280,229 | 98,696 | 98,696 | |||||||||||||||||||||
FFBW, Inc. |
Brookfield, WI | FFBW | NASDAQ | 7 | 10/10/17 | 330,426 | 243,159 | 83,856 | 83,588 | |||||||||||||||||||||
Generations Bancorp NY, Inc. |
Seneca Falls, NY | GBNY | NASDAQ | 10 | 07/10/06 | 369,672 | 311,554 | 39,028 | 37,485 | |||||||||||||||||||||
HV Bancorp, Inc. |
Doylestown, PA | HVBC | NASDAQ | 8 | 01/11/17 | 570,647 | 481,510 | 41,218 | 41,218 | |||||||||||||||||||||
IF Bancorp, Inc. |
Watseka, IL | IROQ | NASDAQ | 8 | 07/07/11 | 857,558 | 752,020 | 71,658 | 71,658 | |||||||||||||||||||||
Magyar Bancorp, Inc. |
New Brunswick, NJ | MGYR | NASDAQ | 7 | 01/23/06 | 790,652 | 659,821 | 100,980 | 100,980 | |||||||||||||||||||||
Mid-Southern Bancorp, Inc. |
Salem, IN | MSVB | NASDAQ | 3 | 04/08/98 | 266,454 | 205,047 | 34,382 | 34,382 | |||||||||||||||||||||
William Penn Bancorporation |
Bristol, PA | WMPN | NASDAQ | 14 | 04/15/08 | 879,952 | 606,617 | 192,326 | 186,756 |
Source: First Seacoast Bancorp; S&P Global Market Intelligence; Feldman Financial.
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FELDMAN FINANCIAL ADVISORS, INC.
Table 20
General Financial Performance Ratios
As of or For the Last Twelve Months Ended June 30, 2022
Total Assets ($000s) |
Total Deposits ($000s) |
Total Equity/ Assets (%) |
Tang. Equity/ Assets (%) |
Net Interest Margin (%) |
Effcy. Ratio (%) |
LTM ROA (%) |
LTM ROE (%) |
Core ROA (%) |
Core ROE (%) |
|||||||||||||||||||||||||||||||
First Seacoast Bancorp |
510,246 | 387,868 | 10.17 | 10.11 | 3.01 | 88.38 | 0.29 | 2.48 | 0.29 | 2.41 | ||||||||||||||||||||||||||||||
Comparative Group Average |
549,809 | 438,906 | 15.39 | 15.08 | 3.30 | 75.15 | 0.61 | 4.29 | 0.69 | 4.70 | ||||||||||||||||||||||||||||||
Comparative Group Median |
477,324 | 396,532 | 13.52 | 12.92 | 3.18 | 76.76 | 0.63 | 3.77 | 0.66 | 4.12 | ||||||||||||||||||||||||||||||
All Public Thrift Average |
4,739,559 | 3,532,294 | 13.74 | 12.82 | 3.27 | 69.34 | 0.80 | 6.62 | 0.87 | 7.15 | ||||||||||||||||||||||||||||||
All Public Thrift Median |
1,867,092 | 1,334,000 | 11.66 | 10.85 | 3.09 | 68.00 | 0.86 | 7.03 | 0.91 | 7.30 | ||||||||||||||||||||||||||||||
Comparative Group |
||||||||||||||||||||||||||||||||||||||||
Affinity Bancshares, Inc. |
766,679 | 626,175 | 15.05 | 12.93 | 3.99 | 66.32 | 0.87 | 5.60 | 0.96 | 6.16 | ||||||||||||||||||||||||||||||
Cincinnati Bancorp, Inc. |
282,050 | 222,929 | 14.14 | 14.10 | 3.13 | 86.73 | 0.26 | 1.74 | 0.50 | 3.38 | ||||||||||||||||||||||||||||||
Cullman Bancorp, Inc. |
384,000 | 280,229 | 25.70 | 25.70 | 3.76 | 67.82 | 0.67 | 2.47 | 1.01 | 3.73 | ||||||||||||||||||||||||||||||
FFBW, Inc. |
330,426 | 243,159 | 25.38 | 25.32 | 3.22 | 75.35 | 0.59 | 2.41 | 0.61 | 2.51 | ||||||||||||||||||||||||||||||
Generations Bancorp NY, Inc. |
369,672 | 311,554 | 10.56 | 10.18 | 3.50 | 81.68 | 0.38 | 3.37 | 0.46 | 4.08 | ||||||||||||||||||||||||||||||
HV Bancorp, Inc. |
570,647 | 481,510 | 7.22 | 7.22 | 3.00 | 84.63 | 0.49 | 6.55 | 0.45 | 5.94 | ||||||||||||||||||||||||||||||
IF Bancorp, Inc. |
857,558 | 752,020 | 8.36 | 8.36 | 2.93 | 68.18 | 0.74 | 7.07 | 0.77 | 7.34 | ||||||||||||||||||||||||||||||
Magyar Bancorp, Inc. |
790,652 | 659,821 | 12.77 | 12.77 | 3.51 | 62.66 | 0.89 | 7.58 | 0.89 | 7.58 | ||||||||||||||||||||||||||||||
Mid-Southern Bancorp, Inc. |
266,454 | 205,047 | 12.90 | 12.90 | 2.90 | 78.17 | 0.71 | 4.16 | 0.71 | 4.16 | ||||||||||||||||||||||||||||||
William Penn Bancorporation |
879,952 | 606,617 | 21.86 | 21.36 | 3.02 | 79.93 | 0.51 | 2.00 | 0.53 | 2.11 |
Source: First Seacoast Bancorp; S&P Global Market Intelligence; Feldman Financial.
71
FELDMAN FINANCIAL ADVISORS, INC.
Table 21
Income and Expense Analysis
For the Last Twelve Months Ended June 30, 2022
As a Percent of Average Assets | ||||||||||||||||||||||||||||||||||||||||
Interest Income |
Interest Expense |
Net Interest Income |
Other Oper. Income |
Gains & Non-rec. Income |
Loan Loss Prov. |
Gen. & Admin. Expense |
Intang. Amort. Expense |
Non-rec. Expense |
Pre-tax Core Earnings |
|||||||||||||||||||||||||||||||
First Seacoast Bancorp |
3.15 | 0.22 | 2.93 | 0.33 | 0.01 | 0.04 | 2.88 | 0.00 | 0.00 | 0.34 | ||||||||||||||||||||||||||||||
Comparative Group Average |
3.41 | 0.31 | 3.10 | 0.81 | (0.00 | ) | 0.06 | 2.97 | 0.01 | 0.09 | 0.88 | |||||||||||||||||||||||||||||
Comparative Group Median |
3.32 | 0.31 | 2.97 | 0.45 | 0.00 | 0.06 | 2.63 | 0.00 | 0.00 | 0.80 | ||||||||||||||||||||||||||||||
All Public Thrift Average |
3.40 | 0.31 | 3.08 | 0.76 | 0.00 | 0.03 | 2.66 | 0.02 | 0.08 | 1.15 | ||||||||||||||||||||||||||||||
All Public Thrift Median |
3.20 | 0.29 | 2.91 | 0.47 | 0.00 | 0.01 | 2.48 | 0.00 | 0.00 | 1.23 | ||||||||||||||||||||||||||||||
Comparative Group |
||||||||||||||||||||||||||||||||||||||||
Affinity Bancshares, Inc. |
3.88 | 0.20 | 3.69 | 0.34 | 0.00 | 0.10 | 2.67 | 0.02 | 0.08 | 1.25 | ||||||||||||||||||||||||||||||
Cincinnati Bancorp, Inc. |
3.39 | 0.40 | 2.99 | 2.64 | 0.00 | 0.05 | 4.93 | 0.01 | 0.30 | 0.65 | ||||||||||||||||||||||||||||||
Cullman Bancorp, Inc. |
3.93 | 0.35 | 3.59 | 0.41 | 0.00 | 0.05 | 2.70 | 0.00 | 0.43 | 1.25 | ||||||||||||||||||||||||||||||
FFBW, Inc. |
3.21 | 0.24 | 2.96 | 0.32 | 0.00 | 0.00 | 2.45 | 0.03 | 0.00 | 0.84 | ||||||||||||||||||||||||||||||
Generations Bancorp NY, Inc. |
3.54 | 0.39 | 3.15 | 0.69 | (0.00 | ) | 0.15 | 3.13 | 0.02 | 0.08 | 0.55 | |||||||||||||||||||||||||||||
HV Bancorp, Inc. |
3.24 | 0.40 | 2.85 | 1.89 | 0.06 | 0.16 | 4.01 | 0.00 | 0.00 | 0.57 | ||||||||||||||||||||||||||||||
IF Bancorp, Inc. |
3.17 | 0.32 | 2.85 | 0.74 | (0.04 | ) | 0.06 | 2.49 | 0.00 | 0.00 | 1.04 | |||||||||||||||||||||||||||||
Magyar Bancorp, Inc. |
3.60 | 0.28 | 3.33 | 0.30 | 0.00 | 0.08 | 2.28 | 0.00 | 0.00 | 1.26 | ||||||||||||||||||||||||||||||
Mid-Southern Bancorp, Inc. |
3.07 | 0.25 | 2.82 | 0.50 | 0.00 | (0.03 | ) | 2.59 | 0.00 | 0.00 | 0.75 | |||||||||||||||||||||||||||||
William Penn Bancorporation |
3.04 | 0.30 | 2.74 | 0.27 | (0.02 | ) | (0.00 | ) | 2.40 | 0.03 | (0.01 | ) | 0.61 |
Source: First Seacoast Bancorp; S&P Global Market Intelligence; Feldman Financial.
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FELDMAN FINANCIAL ADVISORS, INC.
Table 22
Balance Sheet Composition
As of June 30, 2022
As a Percent of Total Assets | ||||||||||||||||||||||||||||||||||||||||
Cash and Securities |
Net Loans |
Real Estate |
Intang. Assets |
Other Assets |
Total Deposits |
Borrowed Funds |
Other Liabs. |
Total Liabs. |
Total Equity |
|||||||||||||||||||||||||||||||
First Seacoast Bancorp |
21.78 | 74.86 | 0.00 | 0.06 | 3.30 | 76.02 | 12.64 | 1.18 | 89.83 | 10.17 | ||||||||||||||||||||||||||||||
Comparative Group Average |
23.52 | 70.30 | 0.06 | 0.36 | 5.77 | 79.30 | 4.30 | 1.01 | 84.61 | 15.39 | ||||||||||||||||||||||||||||||
Comparative Group Median |
20.02 | 73.68 | 0.01 | 0.02 | 5.31 | 80.36 | 3.34 | 1.14 | 86.48 | 13.52 | ||||||||||||||||||||||||||||||
All Public Thrift Average |
22.96 | 71.11 | 0.05 | 0.77 | 4.81 | 77.95 | 6.96 | 1.35 | 86.26 | 13.74 | ||||||||||||||||||||||||||||||
All Public Thrift Median |
19.62 | 72.28 | 0.00 | 0.06 | 4.76 | 79.62 | 5.44 | 3.28 | 88.34 | 11.66 | ||||||||||||||||||||||||||||||
Comparative Group |
||||||||||||||||||||||||||||||||||||||||
Affinity Bancshares, Inc. |
13.22 | 80.13 | 0.46 | 2.43 | 3.75 | 81.67 | 2.61 | 0.67 | 84.95 | 15.05 | ||||||||||||||||||||||||||||||
Cincinnati Bancorp, Inc. |
9.82 | 85.16 | 0.00 | 0.05 | 4.97 | 79.04 | 5.67 | 1.15 | 85.86 | 14.14 | ||||||||||||||||||||||||||||||
Cullman Bancorp, Inc. |
13.95 | 80.15 | 0.02 | 0.00 | 5.88 | 72.98 | 0.00 | 1.32 | 74.30 | 25.70 | ||||||||||||||||||||||||||||||
FFBW, Inc. |
28.46 | 65.80 | 0.00 | 0.08 | 5.67 | 73.59 | 0.45 | 0.58 | 74.62 | 25.38 | ||||||||||||||||||||||||||||||
Generations Bancorp NY, Inc. |
13.27 | 76.00 | 0.02 | 0.42 | 10.30 | 84.28 | 3.85 | 1.32 | 89.44 | 10.56 | ||||||||||||||||||||||||||||||
HV Bancorp, Inc. |
23.71 | 71.36 | 0.00 | 0.00 | 4.93 | 84.38 | 7.91 | 0.49 | 92.78 | 7.22 | ||||||||||||||||||||||||||||||
IF Bancorp, Inc. |
35.23 | 60.51 | 0.01 | 0.00 | 4.24 | 87.69 | 2.83 | 1.12 | 91.64 | 8.36 | ||||||||||||||||||||||||||||||
Magyar Bancorp, Inc. |
16.32 | 77.99 | 0.04 | 0.00 | 5.65 | 83.45 | 2.41 | 1.37 | 87.23 | 12.77 | ||||||||||||||||||||||||||||||
Mid-Southern Bancorp, Inc. |
43.94 | 51.84 | 0.00 | 0.00 | 4.22 | 76.95 | 9.86 | 0.28 | 87.10 | 12.90 | ||||||||||||||||||||||||||||||
William Penn Bancorporation |
37.24 | 54.04 | 0.00 | 0.63 | 8.09 | 68.94 | 7.39 | 1.82 | 78.14 | 21.86 |
Source: First Seacoast Bancorp; S&P Global Market Intelligence; Feldman Financial.
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FELDMAN FINANCIAL ADVISORS, INC.
Table 23
Growth Rates, Credit Risk, and Loan Composition
As of or For the Last Twelve Months Ended June 30, 2022
Asset Growth Rate |
Loan Growth Rate |
Deposit Growth Rate |
NPLs/ Loans |
NPAs/ Assets |
Resrvs./ NPLs |
Resrvs./ Loans |
Resid. Real Est. Loans(1)/ Loans |
Other Real Est. Loans/ Loans |
Non- Real Est. Loans/ Loans |
|||||||||||||||||||||||||||||||
First Seacoast Bancorp |
6.69 | 2.40 | 4.72 | 0.16 | 0.12 | 605.32 | 0.95 | 65.05 | 26.89 | 8.06 | ||||||||||||||||||||||||||||||
Comparative Group Average |
2.28 | 8.78 | 7.40 | 0.94 | 0.73 | 222.80 | 1.02 | 36.61 | 42.94 | 20.44 | ||||||||||||||||||||||||||||||
Comparative Group Median |
3.05 | 4.28 | 5.39 | 1.03 | 0.68 | 108.48 | 0.97 | 38.07 | 45.90 | 16.67 | ||||||||||||||||||||||||||||||
All Public Thrift Average |
6.70 | 10.15 | 6.12 | 0.70 | 0.50 | 227.29 | 1.01 | 30.15 | 46.01 | 23.84 | ||||||||||||||||||||||||||||||
All Public Thrift Median |
4.22 | 8.10 | 5.15 | 0.39 | 0.29 | 215.07 | 0.99 | 25.26 | 57.13 | 17.61 | ||||||||||||||||||||||||||||||
Comparative Group |
||||||||||||||||||||||||||||||||||||||||
Affinity Bancshares, Inc. |
(2.56 | ) | 5.45 | 2.33 | 1.21 | 1.45 | 119.39 | 1.44 | 8.82 | 51.70 | 39.48 | |||||||||||||||||||||||||||||
Cincinnati Bancorp, Inc. |
12.92 | 17.07 | 41.73 | 0.34 | 0.29 | 221.45 | 0.75 | 45.90 | 46.61 | 7.50 | ||||||||||||||||||||||||||||||
Cullman Bancorp, Inc. |
2.07 | 26.51 | (0.06 | ) | 0.93 | 0.78 | 89.12 | 0.83 | 49.23 | 30.45 | 20.32 | |||||||||||||||||||||||||||||
FFBW, Inc. |
(6.29 | ) | 9.80 | (0.82 | ) | 0.14 | 0.09 | 795.10 | 1.11 | 21.45 | 62.25 | 16.30 | ||||||||||||||||||||||||||||
Generations Bancorp NY, Inc. |
(2.74 | ) | (2.24 | ) | 0.35 | 2.05 | 1.59 | 37.33 | 0.77 | 41.84 | 6.46 | 51.71 | ||||||||||||||||||||||||||||
HV Bancorp, Inc. |
4.03 | 0.57 | 10.08 | 0.68 | 0.49 | 107.75 | 0.73 | 34.31 | 36.72 | 28.97 | ||||||||||||||||||||||||||||||
IF Bancorp, Inc. |
7.55 | 1.16 | 12.64 | 0.22 | 0.15 | 600.68 | 1.34 | 26.57 | 56.40 | 17.03 | ||||||||||||||||||||||||||||||
Magyar Bancorp, Inc. |
(6.14 | ) | 1.83 | (10.34 | ) | 1.25 | 1.02 | 109.22 | 1.36 | 33.27 | 53.65 | 13.08 | ||||||||||||||||||||||||||||
Mid-Southern Bancorp, Inc. |
6.94 | 24.56 | 8.45 | 1.12 | 0.59 | 100.00 | 1.12 | 47.03 | 45.19 | 7.78 | ||||||||||||||||||||||||||||||
William Penn Bancorporation |
7.00 | 3.10 | 9.68 | 1.48 | 0.81 | 47.99 | 0.71 | 57.72 | 40.00 | 2.28 |
(1) | Includes home equity loans and lines of credit. |
Source: First Seacoast Bancorp; S&P Global Market Intelligence; Feldman Financial.
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FELDMAN FINANCIAL ADVISORS, INC.
III. MARKET VALUE ADJUSTMENTS
General Overview
This concluding chapter of the Appraisal identifies certain additional adjustments to the Companys estimated pro forma market value on a fully converted basis relative to the Comparative Group selected in Chapter II. The adjustments discussed in this chapter are made from the viewpoints of potential investors, which would include depositors holding subscription rights and unrelated parties who may purchase stock in a community offering. It is assumed that these potential investors are aware of all relevant and necessary facts as they would pertain to the value of the Company relative to other publicly traded thrift institutions and relative to alternative investments.
Our appraised value is predicated on a continuation of the current operating environment for the Company and thrift institutions in general. Changes in the Companys operating performance along with changes in the local and national economy, the stock market, interest rates, the regulatory environment, and other external factors may occur from time to time, often with great unpredictability, which could impact materially the pro forma market value of the Company or thrift stocks in general. Therefore, the Valuation Range provided herein is subject to a more current re-evaluation prior to the actual completion of the Conversion and Stock Offering.
In addition to the comparative operating fundamentals discussed in Chapter II, it is important to address additional market value adjustments based on certain financial and other criteria, which include, among other factors:
(1) | Earnings Prospects |
(2) | Financial Condition |
(3) | Market Area |
(4) | Management |
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FELDMAN FINANCIAL ADVISORS, INC.
(5) | Dividend Payments |
(6) | Liquidity of the Issue |
(7) | Subscription Interest |
(8) | Recent Acquisition Activity |
(9) | Effect of Banking Regulations and Regulatory Reform |
(10) | Stock Market Conditions |
Earnings Prospects
Earnings prospects are dependent upon the sensitivity of asset yields and liability costs to changes in market rates, the credit quality of assets, the stability of non-interest components of income and expense, and the ability to leverage the balance sheet. Each of the foregoing is an important factor for investors in assessing earnings prospects. The Companys profitability in recent years generally has been restrained due to a combination of earnings fundamentals reflecting an above-average operating expense level and below-average non-interest income production. These disadvantages are offset somewhat by the Companys relatively solid net interest margin and its very low level of credit-related losses.
The Companys earnings compared unfavorably to the Comparative Group for the recent LTM period. The Companys LTM ROA measured 0.29% versus the Comparative Group median of 0.63% and All Public Thrift median of 0.86%. From 2016 to 2020, the Companys net interest income did not cover its non-interest expense, which represents a formidable hurdle toward achieving competitive levels of profitability. In 2021, the Companys net interest income did exceed total non-interest expense and net income advanced to $2.6 million (or ROA of 0.55%) with profitability augmented by the recognition of net securities gains of $535,000. The Companys increased capital position after the initial offering has helped to stabilize and improve its net interest margin and provide additional leverage capacity to grow the balance sheet. In the near term, the Companys profitability will continue to be challenged by net interest margin pressure due to its concentration of investments and fixed-rate residential mortgage
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FELDMAN FINANCIAL ADVISORS, INC.
loans, increased operating expenses associated with managing a public company, and regular loan loss provisions to ensure that the Companys reserve level increases commensurately with the risk profile of the growing loan portfolio. Based on the Companys earnings fundamentals and recent operating results, we believe that a downward adjustment is warranted to the Companys pro forma market value for earnings prospects relative to the Comparative Group.
Financial Condition
As discussed and summarized in Chapter I, the Companys balance sheet composition reflects a large concentration of real estate loans, an expanding portfolio of investment securities, and liquidity holdings comprising cash and cash equivalents along with certificates of deposit in other financial institutions. The Company relies mainly on its deposit base as a funding source, but also actively utilizes borrowings to supplement deposits. In contrast to the Comparative Group, the Company exhibited a lower level of equity capital, higher level of borrowings, and more favorable measures of credit quality.
Before the infusion of net capital proceeds from the Stock Offering, the Companys total equity ratio at 10.17% of total assets trailed the Comparative Group median of 13.52% and its tangible equity ratio at 10.11% of tangible assets was below the Comparative Group median of 12.92%. However, assuming completion of the Conversion and Stock Offering, the Company should achieve a capital level on a consolidated basis approaching or exceeding the Comparative Group median. The selection criteria for the Comparative Group ensured a collection of companies with solid capital positions and satisfactory asset quality, similar to the Companys financial profile. Therefore, on the whole, we believe that no adjustment is warranted for the Companys financial condition relative to the Comparative Group.
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FELDMAN FINANCIAL ADVISORS, INC.
Market Area
The members of the Comparative Group are located in the Mid-Atlantic, Midwest, and Southeast regions of the country. The market areas encompassing the Comparative Group companies include metropolitan areas such as Philadelphia, Cincinnati, Louisville, Atlanta, and Milwaukee, along with smaller metropolitan areas. The Comparative Group companies are characterized by a cross-section of market areas that constitute smaller to larger metropolitan areas with relatively stable economies and moderate population growth prospects. However, the Companys primary market area, as represented by its two-county presence in the Seacoast Region of New Hampshire, exemplifies more favorable demographics than the Comparative Group as a whole.
As shown in Table 24, the weighted average household income of the Companys market area (as computed based on pro rata branch deposit concentrations) was $83,888 and above the Comparative Group median of $73,061 and the U.S. nationwide median of $72,465. Among the Comparative Group members, only one company exhibited median household incomes in their market areas above that of the Company. HV Bancorp, which operates mainly in Montgomery and Bucks counties outside of Philadelphia, reflected a median household income of $104,402 for its primary market area. Five members of the Comparative Group displayed median household incomes below that of the national median. In addition, the New Hampshire unemployment rate of 2.0% for the month of June 2022 ranked as the lowest among the countrys 50 states and below the national unemployment rate of 3.8%. The corresponding unemployment rates in Strafford and Rockingham counties were both equal to 2.0%, similar to the state unemployment rate. In recognition of these favorable demographic factors altogether, we believe that an upward adjustment is warranted for market area.
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FELDMAN FINANCIAL ADVISORS, INC.
Table 24
Comparative Market Area Data
First Seacoast Bancorp and the Comparative Group
Company |
Headquarters Location |
Wtd. Avg. Median Household Income 2022 (1) ($) |
Wtd. Avg. Estimated Population Growth 2022-27 (1) (%) |
Unemployment Rate June 2022 (2) (%) |
||||||||||
First Seacoast Bancorp |
Dover, NH | 83,888 | 3.59 | 2.0 | ||||||||||
Comparative Group Average |
73,132 | 3.34 | 3.8 | |||||||||||
Comparative Group Median |
73,061 | 3.53 | 3.7 | |||||||||||
Comparative Group |
||||||||||||||
Affinity Bancshares, Inc. |
Covington, GA | 79,388 | 5.38 | 3.2 | ||||||||||
Cincinnati Bancorp, Inc. |
Cincinnati, OH | 73,911 | 2.58 | 3.9 | ||||||||||
Cullman Bancorp, Inc. |
Cullman, AL | 55,379 | 5.41 | 2.6 | ||||||||||
FFBW, Inc. |
Brookfield, WI | 72,210 | 1.95 | 4.0 | ||||||||||
Generations Bancorp NY, Inc. |
Seneca Falls, NY | 65,393 | 4.43 | 2.9 | ||||||||||
HV Bancorp, Inc. |
Doylestown, PA | 81,746 | 3.53 | 4.4 | ||||||||||
IF Bancorp, Inc. |
Watseka, IL | 51,024 | (0.87 | ) | 5.5 | |||||||||
Magyar Bancorp, Inc. |
New Brunswick, NJ | 104,402 | 5.31 | 3.2 | ||||||||||
Mid-Southern Bancorp, Inc. |
Salem, IN | 66,119 | 2.10 | 3.4 | ||||||||||
William Penn Bancorporation |
Bristol, PA | 81,746 | 3.53 | 4.4 |
(1) | Weighted average based on pro rata branch deposit totals of each company in its primary MSA (or county) markets. |
(2) | Based on unemployment rate in companys primary MSA (or county) market as ranked by deposits. |
Source: Claritas; S&P Global Market Intelligence; U.S. Bureau of Labor Statistics.
Management
Managements principal challenges are to generate profitable results, monitor credit risks, and control operating costs while the Company competes in an increasingly challenging financial services environment. The normal challenges facing the Company in attempting to deliver earnings growth and enhance its competitiveness remain paramount as it attempts to leverage the net capital proceeds from the Stock Offering. The Company is led by its President and Chief Executive Officer, James Brannen, who assumed the top administrative position in 2018. The Company also hired a new Chief Financial Officer, Richard Donovan, in 2018. Each of these executive officers has extensive years of banking experience. Nevertheless, the management
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FELDMAN FINANCIAL ADVISORS, INC.
team has significant challenges ahead in improving earnings results. Investors will likely rely upon actual financial results as the means of evaluating the future performance of management as the Company continues to implement its asset growth and earnings improvement strategies. Based on these considerations, we believe that no adjustment is warranted relative to the Comparative Group for this factor.
Dividend Payments
Following completion of the Conversion and Offering, the Board of Directors of New FSB will have the authority to declare cash dividends on the shares of common stock, subject to statutory and regulatory requirements. FSB does not currently pay a cash dividend on its common stock. New FSB does not currently intend to pay dividends on its common stock following the completion of the Stock Offering. If it does determine to pay dividends in the future, the payment and amount of any dividends will depend upon a number of factors, including the following: (1) the Companys financial performance; (2) regulatory capital requirements and limitations on dividends; (3) other uses of funds for the long-term value of stockholders; (4) tax considerations; and (5) general economic conditions. There is no assurance that New FSB will actually pay cash dividends or that, if paid, such dividends will not be reduced or eliminated in the future.
Payment of cash dividends has become commonplace among publicly traded thrifts with solid capital levels. Of the 10 members of the Comparative Group, five currently pay regular cash dividends. The median dividend yield of the Comparative Group was 0.49% as of August 26, 2022. The median dividend yield of the All Public Thrift aggregate was 1.14% as of August 26, 2022. Based on the anticipated strong capital levels of the Bank and New FSB after the Conversion and Stock Offering, along with the elimination of the mutual holding structure that
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FELDMAN FINANCIAL ADVISORS, INC.
limits the flexibility to waive dividends to the MHC as majority stockholder, investors are likely to realize and consider that New FSB has sufficient capital cushion to commence paying regular dividends in the future as a means of enhancing shareholder returns. Therefore, we have concluded that no adjustment is warranted for purposes of dividend policy.
Liquidity of the Issue
With the increased number of market makers and institutional investors following thrift stocks, the majority of initial public offerings by thrifts are able to develop a public market for their new stock issues. Most publicly traded thrift stocks continue to be traded on the NASDAQ market. All 10 members of the Comparative Group are listed on the NASDAQ market. Shares of FSB common stock are currently traded on NASDAQ under the symbol FSEA. Upon competition of the Conversion and Stock Offering, it is expected that shares of New FSB common stock will also be listed on NASDAQ under the symbol FSEA.
The development and maintenance of a public market, having the desirable characteristics of depth, liquidity, and orderliness, depend on the existence of willing buyers and sellers. The average and median market capitalization of the Comparative Group companies was $72.4 million and $65.3 million, respectively, as of August 26, 2022. The All Public Thrift median market capitalization was much higher at $190.9 million. Of the 10 companies in the Comparative Group, all are traded on NASDAQ and indicated an overall average daily trading volume of approximately 5,800 shares over the LTM period. In comparison, FSB exhibited an average daily volume of approximately 4,700 shares over the LTM period. Following the Conversion and Stock Offering, the public float of New FSB shares available for trading will be increased by the addition of publicly owned shares that were previously held by the MHC. Because of the approximate similarity in the Companys pro forma market capitalization and relatively analogous trading volume versus that of the Comparative Group, we have concluded that no adjustment to the Companys estimated pro forma market value is necessary for liquidity of the issue.
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FELDMAN FINANCIAL ADVISORS, INC.
Subscription Interest
The Company has retained the services of Keefe, Bruyette & Woods, Inc., a Stifel Company, to assist in the marketing and sale of the Stock Offering. The Companys ESOP plans to purchase 8.0% of the total amount of shares to be sold in the Stock Offering. The Company expects its directors, executive officers, and their associates, to purchase 42,500 shares of common stock in the offering for an aggregate amount of approximately $425,000 million based on a $10.00 offering price per share. (These intended share purchases exclude shares currently held by directors, executive officers, and their associates.)
The minimum number of shares of common stock that may be purchased in the Stock Offering is 25 shares ($250). Excluding the ESOP, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 40,000 shares ($400,000) of common stock, and no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 40,000 shares ($400,000) of common stock in all categories of the Stock Offering.
Investor interest in thrift stock issues has been supported by the overall favorable performance results of the banking industry, stable housing market conditions, after-market pricing trends, and the expectation of continued merger and acquisition activity. We are not currently aware of any additional market evidence or characteristics that may help predict the likely level of interest in the Companys subscription offering. Accordingly, absent actual results of the subscription offering, we believe that subscription interest is currently a neutral factor and, at the present time, requires no further adjustment.
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FELDMAN FINANCIAL ADVISORS, INC.
Recent Acquisition Activity
Table 25 summarizes recent acquisition activity involving banks and thrifts based in the Northeast from January 1, 2019 to August 26, 2022. There were 22 announced acquisition transactions in the Northeast that are pending or were subsequently completed, with 16 transactions involving Massachusetts sellers, four involving Connecticut sellers, and two sellers from Maine. The largest transaction was the acquisition of Peoples United Financial by M&T Bank Corporation. The offer value was approximately $7.6 billion for the $63.1 billion-asset Peoples United Financial, which operated over 400 branch locations in Connecticut, New York, Massachusetts, New Hampshire, Vermont, and Maine. The acquisition of Peoples United Financial was completed on April 1, 2022.
The acquisition valuation ratios paid in the Northeast transactions generally have followed the nationwide valuation trends for bank and thrift acquisitions. Given that there will be significant regulatory restrictions on the ability to acquire control of New FSB for a period of three years following the Conversion, we do not believe that acquisition premiums are a significant factor to consider in analyzing the Companys pro forma market value. Moreover, the standard of value applied herein does not require an acquisition value determination.
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FELDMAN FINANCIAL ADVISORS, INC.
Table 25
Summary of Recent Northeast Acquisition Activity
Pending or Completed Transactions Announced Since January 1, 2019
Sellers Prior Financial Data | Offer Value to | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Buyer |
St. |
Seller |
St. |
B/T (1) |
Total Assets ($Mil.) |
Equity/ Assets (%) |
LTM ROA (%) |
LTM ROE (%) |
Date Announced |
Status (2) |
Offer Value ($Mil.) |
Book Value (%) |
Tang. Book (%) |
LTM EPS (x) |
Total Assets (%) |
|||||||||||||||||||||||||||||||||||||||
Average |
4,624.1 | 10.63 | 0.65 | 6.36 | NA | NA | 851.0 | 145.8 | 153.9 | 25.3 | 14.61 | |||||||||||||||||||||||||||||||||||||||||||
Median |
482.8 | 10.60 | 0.67 | 6.25 | NA | NA | 134.7 | 143.6 | 154.0 | 18.9 | 14.58 | |||||||||||||||||||||||||||||||||||||||||||
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1889 Bancorp MHC |
MA | Foxboro Federal Savings (3) | MA | T | 205.1 | 12.43 | 0.55 | 3.86 | 07/28/22 | P | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||
Cambridge Bancorp |
MA | Northmark Bank | MA | B | 442.5 | 12.12 | 0.78 | 6.73 | 05/23/22 | P | 63.0 | 117.5 | 117.5 | 17.9 | 14.24 | |||||||||||||||||||||||||||||||||||||||
Hometown Finl Group MHC |
MA | Randolph Bancorp, Inc. | MA | T | 803.3 | 12.56 | 1.29 | 9.31 | 03/28/22 | P | 148.3 | 136.8 | 136.9 | 14.4 | 18.46 | |||||||||||||||||||||||||||||||||||||||
1854 Bancorp |
MA | Patriot Community Bank | MA | B | 207.6 | 14.86 | 1.13 | 7.81 | 02/23/22 | C | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||
Independent Bank Corp. |
MA | Meridian Bancorp, Inc. | MA | T | 6,503.9 | 12.13 | 1.17 | 10.12 | 04/22/21 | C | 1,150.6 | 145.4 | 149.6 | 14.5 | 17.69 | |||||||||||||||||||||||||||||||||||||||
Eastern Bankshares, Inc. |
MA | Century Bancorp, Inc. | MA | B | 7,289.3 | 5.23 | 0.68 | 11.97 | 04/07/21 | C | 641.9 | 168.3 | 169.5 | 14.8 | 8.81 | |||||||||||||||||||||||||||||||||||||||
M&T Bank Corporation |
NY | Peoples United Financial | CT | B | 63,091.8 | 12.05 | 0.36 | 2.81 | 02/22/21 | C | 7,599.0 | 102.1 | 166.5 | 36.1 | 12.04 | |||||||||||||||||||||||||||||||||||||||
SVB Financial Group |
CA | Boston Private Finl Hldgs. | MA | B | 10,048.7 | 8.64 | 0.49 | 5.34 | 01/04/21 | C | 942.6 | 103.8 | 112.3 | 19.9 | 9.38 | |||||||||||||||||||||||||||||||||||||||
Kennebec Savings, MHC |
ME | Kennebec Federal S&LA (3) | ME | T | 94.5 | 9.07 | 0.38 | 4.29 | 06/18/20 | C | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||
LendingClub Corporation |
CA | Radius Bancorp, Inc. | MA | T | 1,390.3 | 8.82 | 0.38 | 4.12 | 02/18/20 | C | 188.3 | 176.4 | 179.5 | 35.4 | 13.54 | |||||||||||||||||||||||||||||||||||||||
Beacon Bancorp |
MA | Freedom National Bank | MA | B | 123.0 | 10.03 | 0.30 | 3.03 | 01/14/20 | C | 20.0 | 162.2 | 162.2 | 55.1 | 16.26 | |||||||||||||||||||||||||||||||||||||||
Cambridge Financial Group |
MA | Melrose Bancorp, Inc. | MA | T | 340.8 | 11.93 | 0.38 | 2.93 | 12/18/19 | C | 57.6 | 141.8 | 141.8 | 44.6 | 16.91 | |||||||||||||||||||||||||||||||||||||||
Bangor Bancorp, MHC |
ME | Damariscotta Bankshares Inc. | ME | B | 193.3 | 9.72 | 0.65 | 6.81 | 12/17/19 | C | 35.2 | 187.5 | 187.5 | 27.9 | 18.23 | |||||||||||||||||||||||||||||||||||||||
Cambridge Bancorp |
MA | Wellesley Bancorp, Inc. | MA | T | 985.9 | 7.28 | 0.70 | 9.48 | 12/05/19 | C | 121.0 | 158.5 | 158.5 | 17.4 | 12.28 | |||||||||||||||||||||||||||||||||||||||
Bridgewater Financial, MHC |
MA | Mansfield Co-op. Bank (3) | MA | B | 527.2 | 10.66 | 0.60 | 5.77 | 12/04/19 | C | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||
Centreville Bank |
RI | PB Bancorp, Inc. | CT | T | 538.0 | 15.81 | 0.82 | 5.09 | 10/22/19 | C | 115.5 | 133.5 | 145.3 | 25.4 | 21.47 | |||||||||||||||||||||||||||||||||||||||
Peoples United Financial |
CT | United Financial Bancorp | CT | T | 7,339.9 | 9.87 | 0.79 | 8.07 | 07/15/19 | C | 759.0 | 104.8 | 126.1 | 13.4 | 10.34 | |||||||||||||||||||||||||||||||||||||||
Fidelity Mutual Holding Co. |
MA | Family Federal Savings (3) | MA | T | 97.9 | 11.76 | 0.05 | 0.47 | 06/18/19 | C | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||
North Shore Bancorp |
MA | Beverly Financial, MHC (3) | MA | T | 486.8 | 8.53 | 0.72 | 8.40 | 04/09/19 | C | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||
Liberty Bank |
CT | SBT Bancorp, Inc. | CT | B | 478.7 | 7.34 | 0.81 | 12.42 | 03/21/19 | C | 71.4 | 202.0 | 202.0 | 17.3 | 14.91 | |||||||||||||||||||||||||||||||||||||||
Hometown Finl Group MHC |
MA | Millbury Savings Bank (3) | MA | T | 228.1 | 12.46 | 0.81 | 6.72 | 02/27/19 | C | NA | NA | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||
Hometown Finl Group MHC |
MA | Abington Bank (3) | MA | B | 314.1 | 10.55 | 0.47 | 4.45 | 02/06/19 | C | NA | NA | NA | NA | NA |
(1) | B = bank; T = thrift. |
(2) | P = pending; C = completed. |
(3) | Mutual-form seller with no offer value consideration. |
Source: S&P Global Market Intelligence.
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FELDMAN FINANCIAL ADVISORS, INC.
Effect of Banking Regulations and Regulatory Reform
In response to the financial crisis of 2008 and 2009, Congress took actions intended to strengthen confidence and encourage liquidity in financial institutions. The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) was enacted in 2010, and provided for new restrictions and an expanded framework of regulatory oversight for financial institutions. The legislation also created the Consumer Financial Protection Bureau, which has broad authority to issue regulations governing the services and products provided by financial institutions. Community bankers believe that the Dodd-Frank legislation has led to increased compliance costs. Legislation was enacted in 2018 that preserves the fundamental elements of the post-Dodd-Frank regulatory framework, but includes modifications that will result in some meaningful regulatory relief for smaller and certain larger banking organizations.
As a stock savings bank insured by the FDIC and supervised by its primary regulators, the Bank and its parent holding company will continue to operate in the same regulatory environment that is substantially similar to that faced by the Comparative Group companies. As of June 30, 2022, the Bank was considered well capitalized, similar to all the members of the Comparative Group. Therefore, given these factors, we believe that no specific adjustment is necessary for the effect of banking regulations and regulatory reform.
Stock Market Conditions
Financial stocks performed well in the economic recovery following the financial crisis, and bank and thrift stocks participated fully in the sustained market rally from 2009 to 2019. Robust corporate earnings growth, sustained economic expansion, and generally low interest rates were significant factors influencing equity market returns over this period, the second longest market rally in U.S. history. However, beginning in February 2020, market volatility
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was spurred by the outbreak of the coronavirus and concerns about its impact on the U.S. economy, supply chains, and consumer spending. The coronavirus evolved into a global pandemic, disrupting major economies worldwide and abruptly ending the bull market run. U.S. equities fell sharply, then rebounded off their lows from March 2020 and performed strongly for the remainder of 2020.
U.S. equity markets continued to appreciate during 2021, extending the gains that began in the aftermath of March 2020, and many market indexes reached all-time highs in successive months through August 2021. The successful rollout of coronavirus vaccines, unprecedented fiscal and monetary stimulus, healthy consumer balance sheets, and tightening labor markets created optimism about U.S. economic growth and helped propel stock market returns.
U.S. equity markets were volatile and declined in the first half of 2022, reversing their exceptional performance in 2021, when the S&P 500 rose by 27%. Every sector of the S&P 500 posted negative returns in the first half, except for energy stocks, amid geopolitical tensions, higher inflation, and a shift toward less accommodative monetary policy in the United States. Russias invasion of Ukraine and the fallout from related sanctions exacerbated commodity price pressures and amplified geopolitical risks. Supply chain bottlenecks and labor market shortages have further constrained supply and propelled prices higher. U.S. inflation soared to 9.1% for the year ended June 30, 2022 (as measured by the Consumer Price Index), the largest increase in 40 years. In response, the Federal Reserve Board has aggressively increased interest rates and tapered its balance sheets. Investors have begun to raise concerns that the actions by the Federal Reserve Board to slow the economy and temper inflation would lead to a recession. Overall, the decline in U.S equity markets largely reflected valuation ratio compression and the S&P 500 was down by 14.9% on a year-to-date basis through August 26, 2022.
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Table 26 displays the three-year performance of an array of market indexes maintained or reported by S&P Global Market Intelligence. The market performance in Table 26 highlights the volatility in the U.S. equity markets. The S&P $250M-$1B Bank Index (all publicly traded banks and thrifts with assets between $250 million and $1 billion) increased by 35.5% over the past three years, while the S&P 500 and NASDAQ Bank Index increased by 38.7% and 25.4%, respectively. After the pandemic-related fallout in early 2020, the recovery in financial stocks lagged the overall market throughout much of 2020 before catching up with the market rebound by March 2021. Table 27 presents the comparative market indexes over the one-year period ended August 26, 2022. The U.S. equity markets turned weaker in April 2022 and have remained sluggish through August 2022. The S&P $250M-$1B Bank Index was up marginally by 0.2% over the one-year period ending August 26, 2022, while the S&P 500 and NASDAQ Bank Index were down by 10.0% and 5.4%, respectively.
A new issue discount that reflects investor concerns and investment risks inherent in all initial public offerings is a factor to be considered for purposes of valuing converting thrifts. The magnitude of the new issue discount typically expands during periods of declining or volatile thrift stock prices as investors require larger inducements, and narrows during strong market conditions. Table 28 presents a summary of second-step offerings since January 1, 2019 involving mutual holding companies along with standard full conversion offerings during the period. The pricing of these offerings confirms the presence of the new issue discount in the pro forma market valuations of converting thrifts versus existing public thrifts. The distinction of the new issue discount is most apparent with the price-to-book value ratio because the pro forma equity calculation involves combining the net new capital proceeds with the historical equity of the converting company.
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FELDMAN FINANCIAL ADVISORS, INC.
Table 26
Comparative Three-Year Stock Index Performance
For the Three-Year Period Through August 26, 2022
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FELDMAN FINANCIAL ADVISORS, INC.
Table 27
Comparative One-Year Stock Index Performance
For the One-Year Period Through August 26, 2022
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Table 28
Recent Thrift Conversion Stock Offerings
Second-Step and Standard Offerings Completed Since January 1, 2020
Pro Forma Valuation Ratios | After-Market Trading | |||||||||||||||||||||||||||||||||||||||||||||||||
Gross Offering Proceeds ($Mil.) |
Price/ Book Value (%) |
Price/ Tang. Book (%) |
Price/ LTM EPS (x) |
Tang. Eqty./ Assets (%) |
8/26/22 Closing Price ($) |
Price Change | Change Through 8/26/22 (%) |
|||||||||||||||||||||||||||||||||||||||||||
Company |
St. |
Stock Exchange |
Conversion Offering Date |
Total Assets ($Mil.) |
Initial Price ($) |
One Day (%) |
One Week (%) |
One Month (%) |
||||||||||||||||||||||||||||||||||||||||||
Second-Step Offerings Average |
661.8 | 58.6 | 73.7 | 75.6 | 28.3 | 18.76 | NA | NA | 8.7 | 7.3 | 6.5 | 21.2 | ||||||||||||||||||||||||||||||||||||||
Second-Step Offerings Median |
631.8 | 40.9 | 74.6 | 76.9 | 18.3 | 16.86 | NA | NA | 8.9 | 7.1 | 7.0 | 19.1 | ||||||||||||||||||||||||||||||||||||||
Standard Offerings Average |
1,955.2 | 256.7 | 58.1 | 59.3 | 74.4 | 23.47 | NA | NA | 30.5 | 33.1 | 36.7 | 42.0 | ||||||||||||||||||||||||||||||||||||||
Standard Offerings Median |
281.1 | 49.0 | 58.7 | 59.7 | 74.4 | 23.10 | NA | NA | 29.0 | 29.7 | 35.2 | 36.5 | ||||||||||||||||||||||||||||||||||||||
Second-Step Offerings |
||||||||||||||||||||||||||||||||||||||||||||||||||
Ponce Financial Group, Inc. |
NY |
NASDAQ |
01/27/22 | 1,560.6 | 133.2 | 86.2 | 86.2 | 15.4 | 17.15 | 10.00 | 9.55 | 9.3 | 6.3 | 5.7 | (4.5 | ) | ||||||||||||||||||||||||||||||||||
Cullman Bancorp, Inc. |
AL |
NASDAQ |
07/14/21 | 334.1 | 42.8 | 76.9 | 76.9 | 21.1 | 25.85 | 10.00 | 11.35 | 11.4 | 11.9 | 11.5 | 13.5 | |||||||||||||||||||||||||||||||||||
Magyar Bancorp, Inc. |
NJ |
NASDAQ |
07/14/21 | 758.8 | 39.1 | 77.9 | 77.9 | 13.9 | 11.76 | 10.00 | 12.25 | 9.4 | 7.0 | 3.9 | 22.5 | |||||||||||||||||||||||||||||||||||
1895 Bancorp of Wisconsin, Inc. |
WI |
NASDAQ |
07/14/21 | 517.1 | 35.4 | 71.5 | 71.5 | 66.7 | 16.38 | 10.00 | 9.91 | 11.5 | 10.7 | 7.6 | (0.9 | ) | ||||||||||||||||||||||||||||||||||
Northeast Community Bancorp |
NY |
NASDAQ |
07/12/21 | 965.1 | 97.8 | 68.8 | 69.0 | 14.4 | 22.57 | 10.00 | 12.86 | 6.1 | 5.9 | 0.7 | 28.6 | |||||||||||||||||||||||||||||||||||
William Penn Bancorporation |
PA |
NASDAQ |
03/24/21 | 746.5 | 126.4 | 72.3 | 74.4 | NM | 24.25 | 10.00 | 11.57 | 14.1 | 13.6 | 13.9 | 15.7 | |||||||||||||||||||||||||||||||||||
Affinity Bancshares, Inc. |
GA |
NASDAQ |
01/20/21 | 888.2 | 37.0 | 63.4 | 76.9 | NM | 9.73 | 10.00 | 14.84 | 8.5 | 7.5 | 13.0 | 48.4 | |||||||||||||||||||||||||||||||||||
Generations Bancorp NY, Inc. |
NY |
NASDAQ |
01/12/21 | 367.7 | 14.8 | 59.8 | 62.4 | 38.0 | 10.26 | 10.00 | 11.11 | 0.9 | -4.4 | -5.2 | 11.1 | |||||||||||||||||||||||||||||||||||
Cincinnati Bancorp, Inc. |
OH |
NASDAQ |
01/22/20 | 221.5 | 16.5 | 81.2 | 81.7 | NM | 16.57 | 10.00 | 15.25 | 8.3 | 7.2 | 7.4 | 52.5 | |||||||||||||||||||||||||||||||||||
FFBW, Inc. |
WI |
NASDAQ |
01/16/20 | 258.1 | 42.7 | 79.2 | 79.2 | NM | 33.06 | 10.00 | 12.47 | 7.5 | 7.0 | 6.6 | 24.7 | |||||||||||||||||||||||||||||||||||
Standard Offerings |
||||||||||||||||||||||||||||||||||||||||||||||||||
VWF Bancorp, Inc. |
OH |
OTC |
07/13/22 | 137.0 | 19.2 | 50.2 | 50.2 | NM | 24.84 | 10.00 | 14.27 | 29.0 | 45.0 | 49.0 | 42.7 | |||||||||||||||||||||||||||||||||||
NSTS Bancorp, Inc. |
IL |
NASDAQ |
01/18/22 | 259.9 | 52.9 | 59.7 | 59.7 | NM | 31.81 | 10.00 | 11.02 | 25.9 | 23.0 | 25.0 | 10.2 | |||||||||||||||||||||||||||||||||||
Catalyst Bancorp, Inc. |
LA |
NASDAQ |
10/12/21 | 238.3 | 52.9 | 55.5 | 55.5 | NM | 33.84 | 10.00 | 13.24 | 35.6 | 38.5 | 37.6 | 32.4 | |||||||||||||||||||||||||||||||||||
TC Bancshares, Inc. |
GA |
NASDAQ |
07/20/21 | 363.6 | 49.0 | 59.9 | 59.9 | NM | 20.84 | 10.00 | 14.05 | 21.1 | 20.7 | 28.9 | 40.5 | |||||||||||||||||||||||||||||||||||
Blue Foundry Bancorp |
NJ |
NASDAQ |
07/15/21 | 1,963.6 | 277.7 | 66.1 | 66.1 | NM | 19.90 | 10.00 | 11.54 | 29.0 | 27.0 | 34.1 | 15.4 | |||||||||||||||||||||||||||||||||||
PB Bankshares, Inc. |
PA |
NASDAQ |
07/14/21 | 281.1 | 27.8 | 61.7 | 61.7 | NM | 15.10 | 10.00 | 13.20 | 30.8 | 32.4 | 29.0 | 32.0 | |||||||||||||||||||||||||||||||||||
Texas Community Bancshares |
TX |
NASDAQ |
07/14/21 | 316.5 | 32.1 | 53.2 | 56.0 | 86.3 | 17.83 | 10.00 | 16.20 | 50.8 | 53.5 | 54.0 | 62.0 | |||||||||||||||||||||||||||||||||||
Eastern Bankshares, Inc. |
MA |
NASDAQ |
10/14/20 | 13,996.5 | 1,792.9 | 58.2 | 65.9 | NM | 23.10 | 10.00 | 20.08 | 21.5 | 24.8 | 36.2 | 100.8 | |||||||||||||||||||||||||||||||||||
Systematic Savings Bank |
MO |
OTC |
10/13/20 | 40.0 | 6.0 | 58.7 | 58.7 | 62.5 | 24.01 | 10.00 | NA | NA | NA | NA | NA |
Source: S&P Global Market Intelligence.
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FELDMAN FINANCIAL ADVISORS, INC.
As shown in Table 28, the median pro forma price-to-book value ratio for the 10 second-step conversion offerings from 2020 to 2022 was 74.6%, and the median pro forma price-to-tangible book ratio was 76.9%. The median pro forma price-to-earnings ratio was 18.3x for second-step conversion offerings during the 2020 to 2022 period. Because the full complement of pro forma shares outstanding is being sold in standard conversions, the price-to-book calculation generally results in lower pro forma ratios than those observed in second-step conversion offerings. The median pro forma price-to-book value ratio for the nine standard conversion offerings was 58.7% for the 2020 to 2022 period, and the median pro forma price-to-tangible book ratio was 59.7%.
Historically, newly converted thrifts have gradually traded upward in the after-market to a range near existing thrift stock valuation levels, but found resistance approaching book value until a discernible trend in earnings improvement was evident. Pricing a new offering at a relatively high ratio in relation to pro forma book value, because of the mathematics of the calculation, would require very large increases in valuations resulting in unsustainable price-to-earnings ratios and very marginal returns on equity.
The 4,796 FDIC-insured commercial banks and savings institutions reported quarterly net income of $59.7 billion in first quarter 2022, a decrease of $17.0 billion (22.2%) from the year-ago quarter. Provision expense increased from negative $14.5 billion to positive $5.2 billion. The decline in net income and an increase in average assets reduced the industry aggregate ROA to 1.00% in first quarter 2022 from 1.38% in first quarter 2021 and from 1.09% for fourth quarter 2021. Capital ratios remained well above pre-pandemic averages despite a decline between fourth quarter 2021 and first quarter 2022. During the quarter, the total risk-based capital ratio was down 42 basis points to 15.04%, the tier 1 risk-based capital ratio was down 40 basis points to 13.74%, and the tier 1 leverage capital ratio was down 7 basis points to 8.67%. A decline in aggregate AOCI balances of $139.1 billion resulting from the effect of rising market interest rates on the value of available-for-sale securities drove a reduction in equity capital of $99.6 billion (4.2% percent) from fourth quarter 2021.
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FELDMAN FINANCIAL ADVISORS, INC.
Bank and thrift industry earnings results have recently been squeezed by net interest margin pressures and the return to loss provision expensing following a trend of provision credits in the aftermath of significant pandemic-related charges. Industry operating expenses generally continue to rise in the face of sluggish growth in non-interest operating income or securities gains. While bank and thrift industry regulatory capital levels remain strong and asset quality has improved, there continue to be volatile swings in the market for bank and thrift stocks. Therefore, against the backdrop of unsettled and inconsistent stock market conditions, the new issue discount continues to be relevant because of the risks and uncertainties associated with a new stock offering.
Adjustments Conclusion
It is our opinion that the Companys pro forma market valuation should be discounted relative to the Comparative Group. Our conclusion is based on downward adjustments for earnings prospects and the new issue discount underlying stock market conditions. These downward adjustments were offset partially by an upward adjustment for market area. As discussed earlier, the downward adjustment for earnings prospects took into consideration the Companys lower profitability versus the Comparative Group and uncertainty as to future earnings growth. The downward adjustment for marketing of the issue was based on the risk and uncertainty related to a new offering in the current environment of market volatility. The upward adjustment for market area reflected the favorable demographic measures of the Companys
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FELDMAN FINANCIAL ADVISORS, INC.
primary market area regarding unemployment rates, population growth, and household income levels compared to the primary market areas of the Comparative Group. Currently, converting thrifts are often valued at meaningful discounts to peer institutions relative to price-to-book and price-to-tangible book ratios. Due to initially low post-conversion earnings from the re-investment of net offering proceeds at relatively low rates, resulting price-to-earnings ratios may reflect premiums to established trading companies. It is the judgment of the appraiser to balance the relative dynamics of price-to-book and price-to-earnings discounts or premiums.
Valuation Approach
In determining the estimated pro forma market value of the Company on a fully converted basis, we have employed the comparative company approach and considered the following pricing ratios: price-to-book value per share (P/B), price-to-tangible book value per share (P/TB), price-to-earnings per share (P/E), and price-to-assets (P/A). Table 29 presents the trading market valuation ratios of the Comparative Group and All Public Thrift averages and medians as of August 26, 2022. As shown in Table 29, the median P/B ratio for the Comparative Group was 87.7%. Only three members of the Comparative Group were valued at levels above book value (P/B ratio greater than 100.0%). The median P/TB ratio for the Comparative Group was 90.9%. The median P/E ratio based on LTM earnings for the Comparative Group was 19.5x. On a core earnings basis, the median core P/E ratio of the Comparative Group was also 19.5x. Some companies within the Comparative Group reported P/E ratios that were distortedly high due to lower levels of profitability.
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FELDMAN FINANCIAL ADVISORS, INC.
Investors continue to make decisions to purchase thrift conversion stocks and more seasoned thrift issues based upon consideration of core earnings profitability and P/B comparisons. The P/E ratio remains an important valuation ratio in the current thrift stock market. However, as noted above, the P/E ratio is not useful for companies reporting negative or low earnings. The Companys LTM earnings for the period ended June 30, 2022 amounted to $1.5 million and its LTM core earnings amounted to $1.4 after excluding $52,000 in net securities gains. On a fully converted pro forma basis, after making adjustments for re-investment of net offering proceeds and expensing charges related to the implementation of various stock benefit plans, including the ESOP, restricted stock plan (RSP), and stock option plan, the Companys pro forma core earnings are equal to approximately $1.5 million. This level of pro forma earnings remains comparatively low and results in highly inflated P/E ratios. Consequently, additional reliance is placed on the P/B and P/TB ratios to determine trading valuation benchmarks.
Based on our comparative financial and valuation analyses, we concluded that the Company should be discounted relative to the trading valuation ratios of the overall Comparative Group. In consideration of the foregoing factors along with the additional adjustments discussed in this chapter, we have determined a pro forma P/B ratio of 77.2% and P/TB ratio of 77.5% for the Company, which reflects an aggregate midpoint of $59.7 million on a fully converted basis for the Valuation Range based on the assumptions summarized in Exhibit IV. Employing a range of 15% above and below the midpoint, the resulting minimum value of $50.8 million reflects a P/B ratio of 69.4% and the resulting maximum value of $68.7 million reflects a P/B ratio of 84.0%. Based on FSBs intangible assets of $316,000 at June 30, 2022, the Companys pro forma P/TB ratios are equal to 69.8%, 77.5%, and 84.4% at the minimum, midpoint, and maximum of the Valuation Range, respectively. The Companys pro forma P/TB ratio of 77.2% at the midpoint is comparable to the median pro forma P/B ratio of 76.9% reported for the 10 second-step conversion offerings completed from 2020 to 2022 as shown in Table 28.
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FELDMAN FINANCIAL ADVISORS, INC.
As previously discussed, the Company has provided notice of its intent to withdraw as a participant from its defined benefit pension plan as of September 30, 2022. Based on an estimate provided by the plan administrator, the estimated total cost (pre-tax) to withdraw is $2.5 million. The Company intends to accrue for this amount during the quarter ending September 30, 2022. The actual cost could differ significantly from the estimated cost provided by the plan administrator. In performing our valuation analysis, we have taken into account this estimated charge of approximately $2.0 million on an after-tax basis as an adjustment to pro forma equity
The Companys pro forma midpoint P/B ratio of 77.2% reflects a discount of 12.0% to the Comparative Group median P/B ratio of 87.7%. The Companys pro forma minimum and maximum P/B ratios of 69.4% and 84.0%, respectively, reflect discounts of 20.9% and 4.2% to the Comparative Group median P/B ratio of 87.7%. The Companys pro forma midpoint P/TB ratio of 77.5% reflects a discount of 14.7% to the Comparative Group median P/TB ratio of 90.9%. The Companys pro forma minimum and maximum P/TB ratios of 69.8% and 84.4% reflect discounts of 23.2% and 7.2%, respectively, to the Comparative Group median P/TB ratio of 90.9%.
Based on the Valuation Range as indicated above, the Companys pro forma LTM P/E ratios measured 31.3x, 35.7x, and 40.0x at the minimum, midpoint, and maximum, respectively, of the Valuation Range. The Companys pro forma core P/E ratios were 31.3x, 37.0x, and 41.7x at the minimum, midpoint, and maximum, respectively, of the Valuation Range. As discussed earlier, the Companys pro forma P/E ratios are skewed upward due to its comparatively lower earnings base. The Companys pro forma LTM P/E ratios represent premiums of 60.5%, 83.1%, and 105.1% at the minimum, midpoint, and maximum, respectively, of the Valuation Range as compared to the Comparative Group median LTM P/E ratio of 19.5x. The Companys pro forma core P/E ratios represent premiums of 60.5%, 89.7%, and 113.8% at the minimum, midpoint, and maximum, respectively, of the Valuation Range as compared to the Comparative Group median core P/E ratio of 19.5x.
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FELDMAN FINANCIAL ADVISORS, INC.
Based on the price-to-assets valuation metric, the Companys pro forma midpoint of the Valuation Range at $59.7 million reflects a corresponding P/A ratio of 11.15%, ranging from 9.55% at the minimum to 12.72% at the maximum. In comparison, the Comparative Group median P/A ratio was 13.68%. The Companys solid capitalization level is reflected by pro forma ratios of total equity to total assets of 13.75%, 14.45%, and 15.13%, respectively at the minimum, midpoint, and maximum, respectively. The Companys pro forma ratios of tangible equity to tangible assets were 13.70%, 14.40%, and 15.08%, respectively at the minimum, midpoint, and maximum, respectively.
Valuation Conclusion
It is our opinion that, as of August 26, 2022, the estimated pro forma market value of the Company on a fully converted basis including (1) newly-issued shares representing the MHCs current ownership interest in the Company and (2) exchange shares issued to existing public stockholders of the Company was within a Valuation Range of $50,774,920 to $68,695,480 with a midpoint of $59,735,200. The Valuation Range was based upon a 15% decrease from the midpoint to determine the minimum and a 15% increase from the midpoint to establish the maximum. Based on an offering price of $10.00 per share, the Valuation Range reflects total pro forma outstanding shares ranging from 5,077,492 at the minimum to 6,869,548 at the maximum.
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FELDMAN FINANCIAL ADVISORS, INC.
In preparing the pro forma valuation analysis, we have taken into account the pro forma impact of the MHCs unconsolidated net assets that will be consolidated with the Company and thus will slightly increase pro forma equity. After accounting for the impact of the MHCs net assets of $100,000 in cash as of June 30, 2022, the public stockholders aggregate ownership interest in FSB was reduced by 0.2%, or a difference of 0.0750 percentage points. Accordingly, for purposes of the Companys pro forma valuation as shown in Exhibit IV-1, the public stockholders pro forma ownership interest was reduced from 44.8312% to 44.7562% and the MHCs pro forma ownership interest was increased from 55.1688% to 55.2438%.
Based on the Valuation Range and taking into account the pro forma ownership interest held by MHC, the midpoint of the offering range is $33,000,000 or equal to 3,300,000 shares at the offering price of $10.00 per share. The resulting offering range and offering shares, all based on the offering price of $10.00 per share, are as follows: $28,050,000 or 2,805,000 shares at the minimum and $37,950,000 or 3,795,000 shares at the maximum.
The exchange ratio to be received by the existing minority stockholders of the Company will be determined at the end of the Stock Offering, based on the total number of shares sold in the subscription and community offerings and the final appraisal. Based on the valuation conclusion herein, the resulting offering value, and the $10.00 per share offering price, the indicated exchange ratio at the midpoint is 0.9833 shares of New FSB common stock for every one share of FSB common stock held by public stockholders. Furthermore, based on the offering range of value, the indicated exchange ratio is 0.8358 at the minimum and 1.1308 at the maximum.
Exhibit IV-2 displays the assumptions utilized in calculating the pro forma financial consequences on a fully converted basis. Exhibit IV-3 displays the pro forma financial data of the Company at the minimum, midpoint, and maximum levels of the Valuation Range. Exhibit IV-4 provides more detailed data and calculations at the midpoint level of the Valuation Range. Exhibit IV-5 compares the Companys pro forma fully converted valuation ratios with the averages and medians reported by the Comparative Group and All Public Thrifts.
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FELDMAN FINANCIAL ADVISORS, INC.
Table 29
Comparative Pro Forma Fully Converted Valuation Analysis
Based on Market Price Data as of August 26, 2022
Company |
Current Stock Price ($) |
Total Market Value ($Mil.) |
Price/ LTM EPS (x) |
Price/ Core EPS (x) |
Price/ Book Value (%) |
Price/ Tang. Book (%) |
Price/ Total Assets (%) |
Total Equity/ Assets (%) |
Tang. Equity/ Assets (%) |
Current Dividend Yield (%) |
||||||||||||||||||||||||||||||
First Seacoast Bancorp (1) |
||||||||||||||||||||||||||||||||||||||||
Pro Forma Minimum |
10.00 | 50.8 | 30.3 | 31.3 | 69.4 | 69.8 | 9.55 | 13.75 | 13.70 | 0.00 | ||||||||||||||||||||||||||||||
Pro Forma Midpoint |
10.00 | 59.7 | 35.7 | 35.7 | 77.2 | 77.5 | 11.15 | 14.45 | 14.40 | 0.00 | ||||||||||||||||||||||||||||||
Pro Forma Maximum |
10.00 | 68.7 | 40.0 | 41.7 | 84.0 | 84.4 | 12.72 | 15.13 | 15.08 | 0.00 | ||||||||||||||||||||||||||||||
Comparative Group Average |
NA | 72.4 | 26.8 | 21.8 | 92.7 | 94.9 | 14.22 | 15.39 | 15.08 | 0.61 | ||||||||||||||||||||||||||||||
Comparative Group Median |
NA | 65.3 | 19.5 | 19.5 | 87.7 | 90.9 | 13.68 | 13.52 | 12.92 | 0.49 | ||||||||||||||||||||||||||||||
All Public Thrift Average (2) |
NA | 546.2 | 18.7 | 16.0 | 100.6 | 111.2 | 12.88 | 13.74 | 12.82 | 1.71 | ||||||||||||||||||||||||||||||
All Public Thrift Median (2) |
NA | 190.9 | 14.2 | 12.0 | 93.4 | 102.5 | 12.05 | 11.66 | 10.85 | 1.14 | ||||||||||||||||||||||||||||||
Comparative Group |
||||||||||||||||||||||||||||||||||||||||
Affinity Bancshares, Inc. |
14.84 | 99.1 | 15.0 | 13.7 | 84.8 | 101.1 | 12.76 | 15.05 | 12.93 | 0.00 | ||||||||||||||||||||||||||||||
Cincinnati Bancorp, Inc. |
15.25 | 45.2 | 66.3 | 35.1 | 113.4 | 113.7 | 16.03 | 14.14 | 14.10 | 0.00 | ||||||||||||||||||||||||||||||
Cullman Bancorp, Inc. |
11.35 | 84.1 | 33.4 | 21.7 | 85.2 | 85.2 | 21.89 | 25.70 | 25.70 | 1.06 | ||||||||||||||||||||||||||||||
FFBW, Inc. |
12.47 | 72.2 | 36.7 | 34.6 | 89.3 | 89.6 | 22.67 | 25.38 | 25.32 | 0.00 | ||||||||||||||||||||||||||||||
Generations Bancorp NY, Inc. |
11.11 | 27.0 | 18.2 | 15.2 | 69.2 | 72.1 | 7.31 | 10.56 | 10.18 | 0.00 | ||||||||||||||||||||||||||||||
HV Bancorp, Inc. |
21.49 | 48.2 | 16.4 | 18.1 | 116.9 | 116.9 | 8.44 | 7.22 | 7.22 | 0.00 | ||||||||||||||||||||||||||||||
IF Bancorp, Inc. |
19.00 | 58.5 | 10.3 | 10.3 | 78.9 | 78.9 | 7.87 | 8.36 | 8.36 | 1.84 | ||||||||||||||||||||||||||||||
Magyar Bancorp, Inc. |
12.25 | 86.9 | 11.8 | 11.8 | 86.1 | 86.1 | 11.00 | 12.77 | 12.77 | 0.98 | ||||||||||||||||||||||||||||||
Mid-Southern Bancorp, Inc. |
13.56 | 38.9 | 20.9 | 20.9 | 113.2 | 113.2 | 14.61 | 12.90 | 12.90 | 1.18 | ||||||||||||||||||||||||||||||
William Penn Bancorporation |
11.57 | 163.5 | 38.6 | 36.6 | 89.6 | 92.3 | 19.59 | 21.86 | 21.36 | 1.04 |
(1) | Pro forma ratios assume an estimated pro forma fully converted value of $50.8 million at the minimum, $59.7 million at the midpoint, and $68.7 million at the maximum, and that the Stock Offering is equal to $28.1 million at the minimum, $33.0 million at the midpoint, and $38.0 million at the maximum. |
(2) | All public thrifts traded on a major exchange, excluding mutual holding companies and companies being acquired in announced merger transactions. |
Source: First Seacoast Bancorp; S&P Global Market Intelligence; Feldman Financial.
98
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit I
Background of Feldman Financial Advisors, Inc.
Overview of Firm
Feldman Financial Advisors provides consulting and advisory services to financial institutions and mortgage companies in the areas of corporate valuations, mergers and acquisitions, strategic planning, branch sales and purchases, developing and implementing regulatory business and capital plans, and expert witness testimony and analysis. Our senior staff members have been involved in the stock conversion process since 1982 and have valued more than 350 converting institutions.
Feldman Financial Advisors was incorporated in February 1996 by a group of consultants who were previously associated with Credit Suisse First Boston and Kaplan Associates. Each of the principals at Feldman Financial Advisors has more than 35 years of experience in consulting and all were officers of their prior firm. Our senior staff collectively has worked with more than 1,000 commercial banks, savings institutions, credit unions, insurance companies, and mortgage companies nationwide. The firms office is located outside of Washington, D.C. in McLean, Virginia.
Background of Senior Professional Staff
Trent Feldman President. Trent is a nationally recognized expert in providing strategic advice to and valuing service companies, and advising on mergers and acquisitions. Trent was with Kaplan Associates for 14 years and was one of three founding principals at that firm. He also has worked at the Federal Home Loan Bank Board and with the California legislature. Trent holds Bachelors and Masters Degrees from the University of California, Los Angeles.
Peter Williams Principal. Peter specializes in merger and acquisition analysis, mutual-to-stock conversion valuations, corporate valuations, strategic business plans, and fair value accounting analysis. Peter previously was with Kaplan Associates for 13 years. He also served as a Corporate Planning Analyst with the Wilmington Trust Company in Delaware. Peter holds a BA in Economics from Yale University and an MBA in Finance and Investments from George Washington University.
I-1
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit II-1
Consolidated Balance Sheets
First Seacoast Bancorp
As of December 31, 2020 and 2021 and June 30, 2022
(Dollars in Thousands)
June 30, | December 31, | |||||||||||
2022 | 2021 | 2020 | ||||||||||
Assets |
||||||||||||
Cash and due from banks |
$ | 4,057 | $ | 6,638 | $ | 5,996 | ||||||
Interest-bearing time deposits with other banks |
996 | 1,245 | 2,488 | |||||||||
Securities available-for-sale, at fair value |
103,387 | 91,365 | 55,470 | |||||||||
Federal Home Loan Bank stock |
2,684 | 1,688 | 1,796 | |||||||||
Total loans |
385,601 | 376,641 | 368,142 | |||||||||
Less: Allowance for loan losses |
(3,644 | ) | (3,590 | ) | (3,342 | ) | ||||||
|
|
|
|
|
|
|||||||
Net loans |
381,957 | 373,051 | 364,800 | |||||||||
Premises and equipment, net |
4,401 | 4,566 | 5,078 | |||||||||
Bank-owned life insurance |
4,502 | 4,461 | 4,356 | |||||||||
Accrued interest receivable |
1,646 | 1,499 | 1,412 | |||||||||
Other assets |
6,616 | 2,561 | 1,666 | |||||||||
|
|
|
|
|
|
|||||||
Total Assets |
$ | 510,246 | $ | 487,074 | $ | 443,062 | ||||||
|
|
|
|
|
|
|||||||
Liabilities and Equity Capital |
||||||||||||
Deposits: |
||||||||||||
Non-interest bearing deposits |
$ | 91,700 | $ | 98,624 | $ | 64,571 | ||||||
Interest-bearing deposits |
296,168 | 294,619 | 262,810 | |||||||||
|
|
|
|
|
|
|||||||
Total Deposits |
387,868 | 393,243 | 327,381 | |||||||||
Federal Home Loan Bank advances |
64,250 | 29,462 | 34,127 | |||||||||
Federal Reserve Bank advances |
| | 18,195 | |||||||||
Mortgagors tax escrow |
725 | 652 | 1,420 | |||||||||
Deferred compensation liability |
1,650 | 1,729 | 1,667 | |||||||||
Other liabilities |
3,881 | 1,520 | 1,411 | |||||||||
|
|
|
|
|
|
|||||||
Total Liabilities |
458,374 | 426,606 | 384,201 | |||||||||
|
|
|
|
|
|
|||||||
Common stock |
62 | 62 | 61 | |||||||||
Additional paid-in capital |
26,785 | 26,783 | 25,606 | |||||||||
Retained earnings |
37,385 | 36,813 | 34,192 | |||||||||
Accumulated other comprehensive income (loss) |
(8,083 | ) | 721 | 1,381 | ||||||||
Treasury stock, at cost |
(1,371 | ) | (748 | ) | (233 | ) | ||||||
Unearned stock compensation |
(2,906 | ) | (3,163 | ) | (2,146 | ) | ||||||
|
|
|
|
|
|
|||||||
Total Stockholders Equity |
51,872 | 60,468 | 58,861 | |||||||||
|
|
|
|
|
|
|||||||
Total Liabilities and Stockholders Equity |
$ | 510,246 | $ | 487,074 | $ | 443,062 | ||||||
|
|
|
|
|
|
Source: First Seacoast Bancorp, financial statements.
II-1
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit II-2
Consolidated Income Statements
First Seacoast Bancorp
For the Years Ended December 31, 2020 and 2021
And the Six Months Ended June 30, 2021 and 2022
(Dollars in Thousands)
Six Months Ended June 30, |
Year Ended December 31, |
|||||||||||||||
2022 | 2021 | 2021 | 2020 | |||||||||||||
Total interest and dividend income |
$ | 7,922 | $ | 7,813 | $ | 15,495 | $ | 15,850 | ||||||||
Total interest expense |
391 | 512 | 1,235 | 3,174 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net interest and dividend income |
7,531 | 7,301 | 14,260 | 12,676 | ||||||||||||
Provision for loan losses |
60 | 85 | 205 | 480 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net interest income after provision |
7,471 | 7,216 | 14,055 | 12,196 | ||||||||||||
Non-interest income |
||||||||||||||||
Customer service fees |
462 | 489 | 1,007 | 979 | ||||||||||||
Gain on sale of loans |
2 | 88 | 130 | 323 | ||||||||||||
Securities gains, net |
52 | 535 | 535 | 410 | ||||||||||||
Income from bank-owned life insurance |
40 | 40 | 105 | 89 | ||||||||||||
Loan servicing fee income (loss) |
89 | 84 | 163 | (3 | ) | |||||||||||
Investment services fees |
176 | 118 | 247 | 198 | ||||||||||||
Other income |
19 | 25 | 62 | 50 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total non-interest income |
840 | 1,379 | 2,249 | 2,046 | ||||||||||||
Non-interest expense |
||||||||||||||||
Salaries and employee benefits |
4,677 | 3,751 | 7,833 | 8,069 | ||||||||||||
Director compensation |
137 | 128 | 259 | 269 | ||||||||||||
Occupancy and equipment expense |
629 | 618 | 1,185 | 1,247 | ||||||||||||
Marketing |
149 | 201 | 361 | 364 | ||||||||||||
Data processing |
724 | 671 | 1,407 | 1,166 | ||||||||||||
Professional fees and assessments |
515 | 481 | 834 | 891 | ||||||||||||
Debit card fees |
86 | 91 | 196 | 218 | ||||||||||||
Other expenses |
698 | 484 | 1,007 | 963 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total non-interest expense |
7,615 | 6,425 | 13,082 | 13,187 | ||||||||||||
Income before income tax expense |
696 | 2,170 | 3,222 | 1,055 | ||||||||||||
Income tax expense (benefit) |
124 | 429 | 601 | (24 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 572 | $ | 1,741 | $ | 2,621 | $ | 1,079 | ||||||||
|
|
|
|
|
|
|
|
Source: First Seacoast Bancorp, financial statements.
II-2
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit II-3
Loan Portfolio Composition
First Seacoast Bancorp
As of December 31, 2020 and 2021 and June 30, 2022
(Dollars in Thousands)
June 30, | December 31, | |||||||||||||||||||||||
2022 | 2021 | 2020 | ||||||||||||||||||||||
Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||
Loan Types |
(000s) | (%) | (000s) | (%) | (000s) | (%) | ||||||||||||||||||
One- to four-family residential |
$ | 240,242 | 62.65 | $ | 234,199 | 62.45 | $ | 213,718 | 58.16 | |||||||||||||||
Commercial real estate |
77,349 | 20.60 | 72,057 | 20.60 | 66,166 | 20.60 | ||||||||||||||||||
Multi-family real estate |
8,683 | 1.85 | 8,998 | 1.85 | 6,619 | 1.85 | ||||||||||||||||||
Acquisition, development, and land |
17,078 | 6.57 | 21,365 | 6.57 | 23,145 | 6.57 | ||||||||||||||||||
Commercial business |
24,641 | 5.91 | 26,851 | 5.91 | 45,262 | 5.91 | ||||||||||||||||||
Home equity loans and lines |
9,201 | 5.04 | 6,947 | 5.04 | 9,583 | 5.04 | ||||||||||||||||||
Consumer |
6,246 | 0.42 | 4,574 | 0.42 | 2,944 | 0.42 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total loans |
383,440 | 100.00 | 374,991 | 100.00 | 367,437 | 100.00 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net deferred loan costs |
2,161 | (0.56 | ) | 1,650 | (0.44 | ) | 705 | (0.19 | ) | |||||||||||||||
Allowance for loan losses |
(3,644 | ) | (0.95 | ) | (3,590 | ) | (0.96 | ) | (3,342 | ) | (0.91 | ) | ||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Net loans |
$ | 381,957 | $ | 373,051 | $ | 364,800 | ||||||||||||||||||
|
|
|
|
|
|
Source: First Seacoast Bancorp, offering prospectus.
II-3
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit II-4
Cash and Investments Composition
First Seacoast Bancorp
As of December 31, 2020 and 2021 and June 30, 2022
(Dollars in Thousands)
June 30, | December 31, | |||||||||||||||||||||||
2022 | 2021 | 2020 | ||||||||||||||||||||||
Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||
Cash and Investments |
(000s) | (%) | (000s) | (%) | (000s) | (%) | ||||||||||||||||||
Cash and due from banks |
$ | 4,057 | 3.65 | $ | 6,638 | 6.58 | $ | 5,996 | 9.12 | |||||||||||||||
Interest-bearing time deposits |
996 | 0.90 | 1,245 | 1.23 | 2,488 | 3.78 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total cash and liquidity |
5,053 | 4.55 | 7,883 | 7.81 | 8,484 | 12.90 | ||||||||||||||||||
Secs. available-for-sale, at fair value: |
|
|||||||||||||||||||||||
U.S. Government-sponsored enterprises obligations |
5,841 | 5.26 | 5,971 | 5.92 | 973 | 1.48 | ||||||||||||||||||
U.S. Government agency pools guaranteed by SBA |
9,428 | 8.48 | 5,045 | 5.00 | 2,470 | 3.76 | ||||||||||||||||||
Collateralized mortgage obligations issued by GSEs |
5,893 | 5.30 | 3,332 | 3.30 | 949 | 1.44 | ||||||||||||||||||
Residential mortgage-backed securities |
24,284 | 21.85 | 23,332 | 23.12 | 5,136 | 7.81 | ||||||||||||||||||
Municipal bonds |
53,299 | 47.96 | 50,613 | 50.14 | 45,942 | 69.87 | ||||||||||||||||||
Corporate subordinated debt |
4,642 | 4.18 | 3,072 | 3.04 | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total secs. available-for-sale |
103,387 | 93.04 | 91,365 | 90.52 | 55,470 | 84.37 | ||||||||||||||||||
Other investments: |
||||||||||||||||||||||||
Federal Home Loan Bank stock |
2,684 | 2.42 | 1,688 | 1.67 | 1,796 | 2.73 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total cash and investments |
$ | 111,124 | 100.00 | $ | 100,936 | 100.00 | $ | 65,750 | 100.00 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Source: First Seacoast Bancorp, offering prospectus.
II-4
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit II-5
Deposit Account Composition
First Seacoast Bancorp
As of December 31, 2020 and 2021 and June 30, 2022
(Dollars in Thousands)
June 30, | December 31, | |||||||||||||||||||||||
2022 | 2021 | 2020 | ||||||||||||||||||||||
Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||
Deposit Types |
(000s) | (%) | (000s) | (%) | (000s) | (%) | ||||||||||||||||||
Non-interest bearing deposits |
$ | 91,700 | 23.64 | $ | 98,624 | 25.08 | $ | 64,571 | 19.72 | |||||||||||||||
NOW and demand deposits |
113,541 | 29.27 | 107,611 | 27.37 | 96,765 | 29.56 | ||||||||||||||||||
Money market deposits |
63,736 | 16.43 | 71,317 | 18.14 | 69,320 | 21.17 | ||||||||||||||||||
Savings deposits |
64,075 | 16.52 | 57,365 | 14.59 | 48,057 | 14.68 | ||||||||||||||||||
Certificates of deposit |
54,816 | 14.13 | 58,326 | 14.83 | 48,668 | 14.87 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Deposits |
$ | 387,868 | 100.00 | $ | 393,243 | 100.00 | $ | 327,381 | 100.00 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Source: First Seacoast Bancorp, offering prospectus.
II-5
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit II-6
Borrowed Funds Activity
First Seacoast Bancorp
As of or for the Year Ended December 31, 2020 and 2021
And the Six Months Ended June 30, 2021 and 2022
(Dollars in Thousands)
Six Months Ended | Year Ended | |||||||||||||||
June 30, | December 31, | |||||||||||||||
2022 | 2022 | 2021 | 2020 | |||||||||||||
Borrowings outstanding at end of period |
$ | 64,250 | $ | 43,271 | $ | 29,462 | $ | 52,322 | ||||||||
Average borrowings outstanding during the period |
46,928 | 43,758 | 41,220 | 71,076 | ||||||||||||
Weighted average interest rate during the period |
0.61 | % | 0.84 | % | 1.57 | % | 2.33 | % |
Source: First Seacoast Bancorp, offering prospectus.
II-6
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit II-7
Office Properties
First Seacoast Bancorp
As of June 30, 2022
(Dollars in Thousands)
Location |
Leased or Owned |
Year Acquired or Leased |
Net Book Value (000s) |
|||||||||
Main Office |
||||||||||||
633 Central Avenue Dover, NH 03820 |
Owned | 1890 | $ | 1,353 | ||||||||
Branch Offices |
||||||||||||
6 Eastern Avenue Barrington, NH 03825 |
Owned | 1974 | 952 | |||||||||
7A Mill Road Durham, NH 03824 |
Leased | 1979 | 27 | |||||||||
1650 Woodbury Avenue Portsmouth, NH 03801 |
Owned | 1987 | 929 | |||||||||
17 Wakefield Street Rochester, NH 03867 |
Owned | 2009 | 1,139 |
Source: First Seacoast Bancorp, offering prospectus.
II-7
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit III
Financial and Market Data for All Public Thrifts
Total | Tang. | Closing | Total | Price/ | Price/ | Price/ | Price/ | Price/ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | Equity/ | Equity/ | LTM | LTM | Price | Market | LTM | Core | Book | Tang. | Total | Div. | ||||||||||||||||||||||||||||||||||||||||||||||||
Assets | Assets | Assets | ROA | ROE | 8/26/22 | Value | EPS | EPS | Value | Book | Assets | Yield | ||||||||||||||||||||||||||||||||||||||||||||||||
Company |
State | Ticker | ($Mil.) | (%) | (%) | (%) | (%) | ($) | ($Mil.) | (x) | (x) | (%) | (%) | (%) | (%) | |||||||||||||||||||||||||||||||||||||||||||||
All Public Thrifts (1) |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1895 Bancorp of Wisconsin, Inc. |
WI | BCOW | 536 | 15.12 | 15.12 | (0.13 | ) | (0.86 | ) | 9.91 | 63.2 | NA | NA | 78.0 | 78.0 | 11.79 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||
Affinity Bancshares, Inc. |
GA | AFBI | 767 | 15.05 | 12.93 | 0.87 | 5.60 | 14.84 | 99.1 | 15.0 | 13.7 | 84.8 | 101.1 | 12.76 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||
Axos Financial, Inc. |
NV | AX | 17,456 | 9.41 | 8.59 | 1.57 | 15.61 | 43.49 | 2,594.8 | 11.0 | 10.2 | 158.2 | 174.9 | 14.89 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||
Blue Foundry Bancorp |
NJ | BLFY | 1,964 | 20.99 | 20.97 | (1.70 | ) | (8.01 | ) | 11.54 | 303.9 | NM | NM | 79.8 | 80.0 | 16.76 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||
Broadway Financial Corporation |
CA | BYFC | 1,224 | 23.26 | 21.43 | 0.15 | 1.03 | 1.13 | 53.7 | 56.5 | 19.9 | 61.7 | 78.3 | 7.73 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||
Capitol Federal Financial, Inc. |
KS | CFFN | 9,476 | 11.94 | 11.83 | 0.79 | 6.88 | 9.41 | 1,274.8 | 15.2 | 15.0 | 115.5 | 116.7 | 13.79 | 3.61 | |||||||||||||||||||||||||||||||||||||||||||||
Carver Bancorp, Inc. |
NY | CARV | 691 | 7.33 | 7.33 | 0.15 | 1.92 | 5.38 | 22.7 | 59.8 | 59.8 | 91.3 | 91.3 | 3.47 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||
Cincinnati Bancorp, Inc. |
OH | CNNB | 282 | 14.14 | 14.10 | 0.26 | 1.74 | 15.25 | 45.2 | 66.3 | 35.1 | 113.4 | 113.7 | 16.03 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||
Cullman Bancorp, Inc. |
AL | CULL | 384 | 25.70 | 25.70 | 0.67 | 2.47 | 11.35 | 84.1 | 33.4 | 21.7 | 85.2 | 85.2 | 21.89 | 1.06 | |||||||||||||||||||||||||||||||||||||||||||||
ESSA Bancorp, Inc. |
PA | ESSA | 1,846 | 11.55 | 10.87 | 0.98 | 8.73 | 19.35 | 189.3 | 10.5 | 10.3 | 95.0 | 101.7 | 10.97 | 3.10 | |||||||||||||||||||||||||||||||||||||||||||||
FFBW, Inc. |
WI | FFBW | 330 | 25.38 | NA | 0.59 | 2.41 | 12.47 | 72.2 | 36.7 | 34.6 | 89.3 | 89.6 | 22.67 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||
First Northwest Bancorp |
WA | FNWB | 2,032 | 8.13 | 8.08 | 0.69 | 7.02 | 16.37 | 146.9 | 10.4 | 10.3 | 97.6 | 98.3 | 8.01 | 1.71 | |||||||||||||||||||||||||||||||||||||||||||||
FS Bancorp, Inc. |
WA | FSBW | 2,399 | 9.28 | 9.05 | 1.35 | 12.41 | 30.38 | 231.0 | 8.3 | 8.3 | 105.4 | 108.4 | 9.78 | 2.63 | |||||||||||||||||||||||||||||||||||||||||||||
Generations Bancorp NY, Inc. |
NY | GBNY | 370 | 10.56 | 10.18 | 0.38 | 3.37 | 11.11 | 27.0 | 18.2 | 15.2 | 69.2 | 72.1 | 7.31 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||
HarborOne Bancorp, Inc. |
MA | HONE | 4,704 | 13.28 | 11.92 | 1.03 | 7.03 | 13.92 | 653.1 | 14.7 | 14.2 | 111.4 | 126.1 | 14.79 | 2.01 | |||||||||||||||||||||||||||||||||||||||||||||
Hingham Institution for Savings |
MA | HIFS | 3,996 | 9.19 | 9.19 | 1.36 | 12.88 | 296.70 | 636.5 | 14.3 | 11.0 | 173.3 | 173.3 | 15.93 | 0.80 | |||||||||||||||||||||||||||||||||||||||||||||
HMN Financial, Inc. |
MN | HMNF | 1,082 | 8.86 | 8.79 | 0.91 | 8.41 | 22.62 | 98.5 | 10.7 | 10.6 | 106.5 | 107.4 | 9.43 | 1.06 | |||||||||||||||||||||||||||||||||||||||||||||
Home Federal Bancorp, Inc. |
LA | HFBL | 590 | 8.87 | 8.87 | 0.85 | 9.25 | 20.14 | 68.2 | 14.3 | 14.3 | 130.3 | 130.3 | 11.55 | 2.38 | |||||||||||||||||||||||||||||||||||||||||||||
HV Bancorp, Inc. |
PA | HVBC | 571 | 7.22 | 7.22 | 0.49 | 6.55 | 21.49 | 48.2 | 16.4 | 18.1 | 116.9 | 116.9 | 8.44 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||
IF Bancorp, Inc. |
IL | IROQ | 858 | 8.36 | 8.36 | 0.74 | 7.07 | 19.00 | 58.5 | 10.3 | 10.3 | 78.9 | 78.9 | 7.87 | 1.84 | |||||||||||||||||||||||||||||||||||||||||||||
Kearny Financial Corp. |
NJ | KRNY | 7,720 | 11.58 | NA | 0.93 | 6.86 | 11.76 | 760.9 | 12.4 | 11.9 | 90.3 | 113.4 | 10.46 | 3.74 | |||||||||||||||||||||||||||||||||||||||||||||
Magyar Bancorp, Inc. |
NJ | MGYR | 791 | 12.77 | 12.77 | 0.89 | 7.58 | 12.25 | 86.9 | 11.8 | 11.8 | 86.1 | 86.1 | 11.00 | 0.98 | |||||||||||||||||||||||||||||||||||||||||||||
Mid-Southern Bancorp, Inc. |
IN | MSVB | 266 | 12.90 | 12.90 | 0.71 | 4.16 | 13.56 | 38.9 | 20.9 | 20.9 | 113.2 | 113.2 | 14.61 | 1.18 | |||||||||||||||||||||||||||||||||||||||||||||
New York Community Bancorp, Inc. |
NY | NYCB | 63,093 | 10.82 | 7.25 | 1.05 | 8.95 | 10.08 | 4,698.8 | 8.1 | 7.8 | 74.4 | 120.7 | 7.51 | 6.75 | |||||||||||||||||||||||||||||||||||||||||||||
Northeast Community Bancorp, Inc. |
NY | NECB | 1,222 | 20.98 | 20.94 | 1.18 | 5.69 | 12.86 | 192.4 | 14.3 | 13.2 | 82.1 | 82.4 | 17.23 | 1.87 | |||||||||||||||||||||||||||||||||||||||||||||
Northfield Bancorp, Inc. |
NJ | NFBK | 5,647 | 12.67 | 12.02 | 1.14 | 8.47 | 15.03 | 727.6 | 11.5 | 11.6 | 102.3 | 108.6 | 12.96 | 3.46 | |||||||||||||||||||||||||||||||||||||||||||||
NSTS Bancorp, Inc. |
IL | NSTS | 274 | 30.45 | 30.45 | (0.06 | ) | (0.26 | ) | 11.02 | 59.5 | NA | NA | 71.2 | 71.2 | 21.69 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||
Ponce Financial Group, Inc. |
NY | PDLB | 2,042 | 25.37 | 25.37 | 0.66 | 4.64 | 9.55 | 220.6 | 21.5 | NA | 80.6 | 80.6 | 12.99 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||
Provident Bancorp, Inc. |
MA | PVBC | 1,788 | 13.42 | 13.42 | 1.16 | 8.41 | 14.52 | 253.0 | 12.5 | 12.2 | 107.2 | 107.2 | 14.39 | 1.10 | |||||||||||||||||||||||||||||||||||||||||||||
Provident Financial Holdings, Inc. |
CA | PROV | 1,187 | 10.84 | 10.84 | 0.76 | 7.14 | 14.28 | 104.0 | 11.7 | 13.1 | 80.9 | 80.9 | 8.76 | 3.92 | |||||||||||||||||||||||||||||||||||||||||||||
Provident Financial Services, Inc. |
NJ | PFS | 13,716 | 11.56 | 8.48 | 1.16 | 9.45 | 23.96 | 1,782.1 | 11.5 | 11.3 | 113.6 | 160.3 | 13.13 | 4.01 |
III-1
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit III (continued)
Financial and Market Data for All Public Thrifts
Total | Tang. | Closing | Total | Price/ | Price/ | Price/ | Price/ | Price/ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | Equity/ | Equity/ | LTM | LTM | Price | Market | LTM | Core | Book | Tang. | Total | Div. | ||||||||||||||||||||||||||||||||||||||||||||||||
Assets | Assets | Assets | ROA | ROE | 8/26/22 | Value | EPS | EPS | Value | Book | Assets | Yield | ||||||||||||||||||||||||||||||||||||||||||||||||
Company |
State | Ticker | ($Mil.) | (%) | (%) | (%) | (%) | ($) | ($Mil.) | (x) | (x) | (%) | (%) | (%) | (%) | |||||||||||||||||||||||||||||||||||||||||||||
Riverview Bancorp, Inc. |
WA | RVSB | 1,698 | 9.10 | 7.60 | 1.21 | 12.90 | 7.10 | 162.9 | 7.6 | 7.8 | 100.9 | 122.8 | 9.18 | 3.38 | |||||||||||||||||||||||||||||||||||||||||||||
Sterling Bancorp, Inc. |
MI | SBT | 2,504 | 13.39 | 13.39 | 0.70 | 6.08 | 6.06 | 307.9 | 14.8 | 24.5 | 91.8 | 91.8 | 12.30 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||
Territorial Bancorp Inc. |
HI | TBNK | 2,180 | 11.74 | 11.74 | 0.81 | 6.72 | 21.34 | 187.7 | 11.2 | 12.0 | 76.1 | 76.1 | 8.93 | 4.31 | |||||||||||||||||||||||||||||||||||||||||||||
Third Coast Bancshares, Inc. |
TX | TCBX | 3,358 | 8.99 | 8.47 | 0.28 | 2.74 | 19.35 | 257.9 | 31.2 | NA | 86.3 | 92.2 | 7.76 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||
Timberland Bancorp, Inc. |
WA | TSBK | 1,888 | 11.35 | 10.59 | 1.24 | 10.80 | 26.75 | 220.7 | 10.0 | 9.9 | 103.0 | 111.4 | 11.69 | 3.29 | |||||||||||||||||||||||||||||||||||||||||||||
Triumph Bancorp, Inc. |
TX | TBK | 5,956 | 14.68 | 10.62 | 2.02 | 13.93 | 65.59 | 1,588.5 | 14.2 | 14.1 | 193.4 | 287.2 | 27.14 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||||
TrustCo Bank Corp NY |
NY | TRST | 6,227 | 9.55 | 9.54 | 1.10 | 11.50 | 34.33 | 656.6 | 9.7 | 9.7 | 110.4 | 110.5 | 10.55 | 4.08 | |||||||||||||||||||||||||||||||||||||||||||||
Waterstone Financial, Inc. |
WI | WSBF | 1,941 | 19.91 | 19.88 | 2.08 | 10.44 | 17.51 | 388.0 | 9.2 | 9.2 | 103.0 | 103.2 | 20.51 | 4.57 | |||||||||||||||||||||||||||||||||||||||||||||
Western New England Bancorp, Inc. |
MA | WNEB | 2,577 | 8.35 | 7.82 | 0.91 | 10.49 | 8.69 | 193.9 | 8.4 | 8.4 | 90.7 | 97.4 | 7.57 | 2.76 | |||||||||||||||||||||||||||||||||||||||||||||
William Penn Bancorporation |
PA | WMPN | 880 | 21.86 | 21.36 | 0.51 | 2.00 | 11.57 | 163.5 | 38.6 | 36.6 | 89.6 | 92.3 | 19.59 | 1.04 | |||||||||||||||||||||||||||||||||||||||||||||
WSFS Financial Corporation |
DE | WSFS | 20,550 | 11.25 | 6.65 | 0.97 | 7.86 | 49.08 | 3,117.2 | 14.8 | 11.9 | 134.8 | 239.7 | 15.18 | 1.22 | |||||||||||||||||||||||||||||||||||||||||||||
Average |
4,740 | 13.74 | 12.82 | 0.80 | 6.62 | NA | 546.2 | 18.7 | 16.0 | 100.6 | 111.2 | 12.88 | 1.71 | |||||||||||||||||||||||||||||||||||||||||||||||
Median |
1,867 | 11.66 | 10.85 | 0.86 | 7.03 | NA | 190.9 | 14.2 | 12.0 | 93.4 | 102.5 | 12.05 | 1.14 |
(1) | Public thrifts traded on NYSE, NYSE American, and NASDAQ stock markets; excludes companies subject to pending acquisitions or mutual holding company ownership. |
Source: S&P Global Market Intelligence; Feldman Financial.
III-2
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit IV-1
Effect of MHCs Assets on Minority Stock Ownership
Based on Financial Data as of June 30, 2022
(Dollars in Thousands)
Key Input Assumptions |
||||||||||||
Mid-Tier Holding Company Stockholders Equity |
$ | 51,872 | Book | |||||||||
Aggregate Dividends Waived by MHC |
$ | 0 | Waived Dividends | |||||||||
Pro Forma Market Value |
$ | 59,735 | Value | |||||||||
Market Value of MHC Assets (other than stock in Mid-Tier) |
|
$ | 100 | MHC Assets | ||||||||
Minority Ownership Interest |
44.8312 | % | Pct | |||||||||
Adjustment Factors |
||||||||||||
Step 1: To Account for Waiver of Dividends |
= | (Book - Waived Dividends) x Pct | ||||||||||
Book | ||||||||||||
= | 44.8312 | % | ||||||||||
Step 2: To Account for MHC Assets |
= | (Value - MHC Assets) x Step 1 | ||||||||||
Value | ||||||||||||
= | 44.7562 | % | ||||||||||
Current Ownership |
||||||||||||
Majority MHC Shares |
= | 55.1688 | % | 3,345,925 | ||||||||
Minority Public Shares |
= | 44.8312 | % | 2,718,966 | ||||||||
|
|
|
|
|||||||||
100.0000 | % | 6,064,891 | ||||||||||
|
|
|
|
|||||||||
Adjusted Ownership |
||||||||||||
Majority MHC Shares |
= | 55.2438 | % | |||||||||
Minority Public Shares |
= | 44.7562 | % | |||||||||
|
|
|||||||||||
100.0000 | % | |||||||||||
|
|
IV-1
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit IV-2
Pro Forma Assumptions for the Stock Offering
1. | The total amount of the net offering proceeds was fully invested at the beginning of the applicable period. |
2. | The net offering proceeds are invested to yield a return of 3.01%, which represented the yield on five-year U.S. Treasury securities at June 30, 2022. The effective combined federal and state income tax rate was assumed to be 20.0%, resulting in a net after-tax yield of 2.41%. |
3. | The Company has provided notice of its intent to withdraw as a participant from its defined benefit pension plan as of September 30, 2022. Based on an estimate provided by the plan administrator, the estimated total cost (pre-tax) to withdraw is $2.5 million. The Company intends to accrue for this amount during the quarter ending September 30, 2022. The actual cost could differ significantly from the estimated cost provided by the plan administrator. In performing our valuation analysis, we have taken into account this estimated charge of approximately $2.0 million on an after-tax basis as an adjustment to pro forma equity |
4. | It is assumed that 8.0% of the total shares of common stock to be sold in the Stock Offering will be acquired by the Companys employee stock ownership plan (ESOP). Pro forma adjustments have been made to earnings and equity to reflect the impact of the ESOP. The annual expense is estimated based on a 25-year loan to the ESOP from the Company. No re-investment is assumed on proceeds used to fund the ESOP. |
5. | It is assumed that the Companys restricted stock plan (RSP) will purchase in the open market a number of shares equal to 4.0% of the total shares sold in the Stock Offering. Also, it is assumed that these shares are acquired at the initial public offering price of $10.00 per share. Pro forma adjustments have been made to earnings and equity to reflect the impact of the RSP. The annual expense is estimated based on a five-year vesting period. No re-investment is assumed on proceeds used to fund the RSP. Stockholder approval of the RSP and purchases by the RSP may not occur earlier than six months after the completion of the Conversion and Stock Offering |
6. | It is assumed that an additional 10.0% of the total shares sold in the Stock Offering will be reserved for issuance by the Companys stock option plan. Pro forma net income has been adjusted to reflect the expense associated with the granting of options at an assumed options value of $3.99 per share. It is further assumed that options for all shares reserved under the plan were granted at the beginning of the period and 25% were non-qualified options for income tax purposes, the options would vest at a rate of 20% per year, and compensation expense will be recognized on a straight-line basis over the five-year vesting period. Stockholder approval of the stock option plan may not occur earlier than six months after the completion of the Conversion and Stock Offering |
7. | The fair value of stock options has been estimated at $3.99 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; dividend yield of 0.00%; an expected option life of 10 years; a risk-free interest rate of 2.98%; and a volatility rate of 23.33% based on a select index of publicly traded thrift institutions. |
8. | Fixed offering expenses are estimated at $1.3 million. As a variable component of offering expenses, sales commission expenses paid to the marketing agent equal 1.0% of the aggregate amount of stock sold in the Stock Offering with a minimum commission total of $300,000. |
9. | No effect has been given to withdrawals from deposit accounts for the purpose of purchasing common stock in the offering. |
10. | No effect has been given in the pro forma equity calculation for the assumed earnings on the net offering proceeds. |
IV-2
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit IV-3
First Seacoast Bancorp
Pro Forma Fully Converted Valuation Range
Historical Financial Data as of June 30, 2022
(Dollars in Thousands, Except Per Share Data)
MINIMUM | MIDPOINT | MAXIMUM | ||||||||||||||
Total shares outstanding |
100.0000 | % | 5,077,492 | 5,973,520 | 6,869,548 | |||||||||||
Shares sold in the offering |
55.2438 | % | 2,805,000 | 3,300,000 | 3,795,000 | |||||||||||
Shares issued in the exchange |
44.7562 | % | 2,272,492 | 2,673,520 | 3,074,548 | |||||||||||
Offering price |
$ | 10.00 | $ | 10.00 | $ | 10.00 | ||||||||||
|
|
|
|
|
|
|||||||||||
Exchange ratio |
0.8358 | 0.9833 | 1.1308 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Pro forma market value |
$ | 50,775 | $ | 59,735 | $ | 68,695 | ||||||||||
|
|
|
|
|
|
|||||||||||
Gross offering proceeds |
$ | 28,050 | $ | 33,000 | $ | 37,950 | ||||||||||
Less: estimated offering expenses |
|
(1,597 | ) | (1,627 | ) | (1,677 | ) | |||||||||
|
|
|
|
|
|
|||||||||||
Net offering proceeds |
26,453 | 31,373 | 36,273 | |||||||||||||
Less: ESOP purchase |
(2,244 | ) | (2,640 | ) | (3,036 | ) | ||||||||||
Less: RSP purchase |
(1,122 | ) | (1,320 | ) | (1,518 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net investable proceeds |
$ | 23,087 | $ | 27,413 | $ | 31,719 | ||||||||||
|
|
|
|
|
|
|||||||||||
Net Income - LTM ended 6/30/22 |
|
$ | 1,452 | $ | 1,452 | $ | 1,452 | |||||||||
Pro forma income on net proceeds, after-tax |
|
556 | 660 | 764 | ||||||||||||
Pro forma income on MHC asset contribution |
|
2 | 2 | 2 | ||||||||||||
Pro forma ESOP adjustment |
(72 | ) | (84 | ) | (97 | ) | ||||||||||
Pro forma RSP adjustment |
(180 | ) | (211 | ) | (243 | ) | ||||||||||
Pro forma option adjustment |
(213 | ) | (250 | ) | (288 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Pro forma net income |
$ | 1,545 | $ | 1,569 | $ | 1,590 | ||||||||||
|
|
|
|
|
|
|||||||||||
Pro forma earnings per share |
|
$ | 0.33 | $ | 0.28 | $ | 0.25 | |||||||||
|
|
|
|
|
|
|||||||||||
Core Earnings - LTM ended 6/30/22 |
|
$ | 1,410 | $ | 1,410 | $ | 1,410 | |||||||||
Pro forma income on net proceeds, after-tax |
|
556 | 660 | 764 | ||||||||||||
Pro forma income on MHC asset contribution |
|
2 | 2 | 2 | ||||||||||||
Pro forma ESOP adjustment |
(72 | ) | (84 | ) | (97 | ) | ||||||||||
Pro forma RSP adjustment |
(180 | ) | (211 | ) | (243 | ) | ||||||||||
Pro forma option adjustment |
(213 | ) | (250 | ) | (288 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Pro forma core earnings |
$ | 1,503 | $ | 1,527 | $ | 1,548 | ||||||||||
|
|
|
|
|
|
|||||||||||
Pro forma core earnings per share |
$ | 0.32 | $ | 0.28 | $ | 0.24 | ||||||||||
|
|
|
|
|
|
|||||||||||
Total Equity - 6/30/22 |
$ | 51,872 | $ | 51,872 | $ | 51,872 | ||||||||||
Net offering proceeds |
26,453 | 31,373 | 36,273 | |||||||||||||
Plus: MHC asset contribution |
100 | 100 | 100 | |||||||||||||
Less: Pension plan withdrawal cost, after-tax |
|
(1,961 | ) | (1,961 | ) | (1,961 | ) | |||||||||
Less: ESOP purchase |
(2,244 | ) | (2,640 | ) | (3,036 | ) | ||||||||||
Less: RSP purchase |
(1,122 | ) | (1,320 | ) | (1,518 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Pro forma total equity |
$ | 73,098 | $ | 77,424 | $ | 81,730 | ||||||||||
|
|
|
|
|
|
|||||||||||
Pro forma book value |
$ | 14.40 | $ | 12.96 | $ | 11.90 | ||||||||||
|
|
|
|
|
|
|||||||||||
Tangible Equity - 6/30/22 |
$ | 51,556 | $ | 51,556 | $ | 51,556 | ||||||||||
Net offering proceeds |
26,453 | 31,373 | 36,273 | |||||||||||||
Plus: MHC asset contribution |
100 | 100 | 100 | |||||||||||||
Less: Pension plan withdrawal charge, after-tax |
|
(1,961 | ) | (1,961 | ) | (1,961 | ) | |||||||||
Less: ESOP purchase |
(2,244 | ) | (2,640 | ) | (3,036 | ) | ||||||||||
Less: RSP purchase |
(1,122 | ) | (1,320 | ) | (1,518 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Pro forma tangible equity |
$ | 72,782 | $ | 77,108 | $ | 81,414 | ||||||||||
|
|
|
|
|
|
|||||||||||
Pro forma tangible book value |
|
$ | 14.33 | $ | 12.91 | $ | 11.85 | |||||||||
|
|
|
|
|
|
IV-3
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit IV-3 (continued)
First Seacoast Bancorp
Pro Forma Fully Converted Valuation Range
Historical Financial Data as of June 30, 2022
(Dollars in Thousands, Except Per Share Data)
MINIMUM | MIDPOINT | MAXIMUM | ||||||||||||||
Total shares outstanding |
100.0000 | % | 5,077,492 | 5,973,520 | 6,869,548 | |||||||||||
Shares sold in the offering |
55.2438 | % | 2,805,000 | 3,300,000 | 3,795,000 | |||||||||||
Shares issued in the exchange |
44.7562 | % | 2,272,492 | 2,673,520 | 3,074,548 | |||||||||||
Offering price |
$ | 10.00 | $ | 10.00 | $ | 10.00 | ||||||||||
|
|
|
|
|
|
|||||||||||
Exchange ratio |
0.8358 | 0.9833 | 1.1308 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Pro forma market value |
$ | 50,775 | $ | 59,735 | $ | 68,695 | ||||||||||
|
|
|
|
|
|
|||||||||||
Gross offering proceeds |
$ | 28,050 | $ | 33,000 | $ | 37,950 | ||||||||||
Less: estimated offering expenses |
|
(1,597 | ) | (1,627 | ) | (1,677 | ) | |||||||||
|
|
|
|
|
|
|||||||||||
Net offering proceeds |
26,453 | 31,373 | 36,273 | |||||||||||||
Less: ESOP purchase |
(2,244 | ) | (2,640 | ) | (3,036 | ) | ||||||||||
Less: RSP purchase |
(1,122 | ) | (1,320 | ) | (1,518 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net investable proceeds |
$ | 23,087 | $ | 27,413 | $ | 31,719 | ||||||||||
|
|
|
|
|
|
|||||||||||
Total Assets - 6/30/22 |
$ | 510,276 | $ | 510,276 | $ | 510,276 | ||||||||||
Net offering proceeds |
26,453 | 31,373 | 36,273 | |||||||||||||
Plus: MHC asset contribution |
100 | 100 | 100 | |||||||||||||
Less: Pension plan withdrawal charge, after-tax |
|
(1,961 | ) | (1,961 | ) | (1,961 | ) | |||||||||
Less: ESOP purchase |
(2,244 | ) | (2,640 | ) | (3,036 | ) | ||||||||||
Less: RSP purchase |
(1,122 | ) | (1,320 | ) | (1,518 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Pro forma total assets |
$ | 531,502 | $ | 535,828 | $ | 540,134 | ||||||||||
|
|
|
|
|
|
|||||||||||
Pro Forma Ratios: |
||||||||||||||||
Price / LTM EPS |
30.30 | x | 35.71 | x | 40.00 | x | ||||||||||
Price / Core EPS |
31.25 | x | 35.71 | x | 41.67 | x | ||||||||||
Price / Book Value |
69.44 | % | 77.16 | % | 84.03 | % | ||||||||||
Price / Tangible Book Value |
69.78 | % | 77.46 | % | 84.39 | % | ||||||||||
Price / Total Assets |
9.55 | % | 11.15 | % | 12.72 | % | ||||||||||
Total Equity / Assets |
13.75 | % | 14.45 | % | 15.13 | % | ||||||||||
Tangible Equity / Assets |
13.70 | % | 14.40 | % | 15.08 | % |
IV-4
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit IV-4
Pro Forma Fully Converted Analysis at the Midpoint Valuation
First Seacoast Bancorp
Historical Financial Data as of June 30, 2022
Valuation Parameters |
Symbol | Data | ||||
Net income LTM |
Y | $ | 1,452,000 | |||
Core earnings LTM |
Y | 1,410,000 | ||||
Net worth |
B | 51,872,000 | ||||
Tangible net worth |
B | 51,556,000 | ||||
Total assets |
A | 510,276,000 | ||||
MHC capital contribution |
C | 100,000 | ||||
Defined benefit pension plan charge |
D | 1,961,000 | ||||
Expenses in conversion |
X | 1,627,000 | ||||
Other proceeds not reinvested |
O | 3,860,000 | ||||
Percent of shares sold in offering |
PCT | 55.2438 | % | |||
ESOP purchase |
E | 2,640,000 | ||||
ESOP expense (pre-tax) |
F | 105,000 | ||||
RSP purchase |
G | 1,320,000 | ||||
RSP expense (pre-tax) |
H | 264,000 | ||||
Stock option expense (pre-tax) |
J | 263,000 | ||||
Option expense tax-deductible |
K | 25.00 | % | |||
Re-investment rate (after-tax) |
R | 2.41 | % | |||
Tax rate |
T | 20.00 | % | |||
Shares for EPS |
S | 92.55 | % | |||
Pro Forma Valuation Ratios at Midpoint Value |
||||||
Price / LTM EPS |
P/E | 35.71 | x | |||
Price / Core EPS |
P/E | 35.71 | x | |||
Price / Book Value |
P/B | 77.16 | % | |||
Price / Tangible Book |
P/TB | 77.46 | % | |||
Price / Assets |
P/A | 11.15 | % |
Pro Forma Calculation at Midpoint Value |
Based on | |||||||||||
V |
= |
(P/E / S)*((Y-R*(O+X)-(F+H)*(1-T)-(J-J*K*T))) |
= | $ | 59,735,200 | [LTM earnings] | ||||||
1 - (P/E / S) * PCT * R | ||||||||||||
V |
= |
(P/E / S)*((Y-R*(O+X)-(F+H)*(1-T)-(J-J*K*T))) |
= | $ | 59,735,200 | [Core earnings] | ||||||
1 - (P/E / S) * R | ||||||||||||
V |
= |
P/B * (B + C - D - E - G) |
= | $ | 59,735,200 | [Book value] | ||||||
1 - (P/B * PCT) | ||||||||||||
V |
= |
P/TB * (B + C - D - E - G) |
= | $ | 59,735,200 | [Tangible book] | ||||||
1 - (P/TB * PCT) | ||||||||||||
V |
= |
P/A * (B + C - D - E - G) |
= | $ | 59,735,200 | [Total assets] | ||||||
1 - (P/A * PCT) |
Pro Forma Valuation Range |
||||||||||||||||||||||
Minimum |
= | $ | 59,735,200 | x | 0.85 | = | $ | 50,774,920 | ||||||||||||||
Midpoint |
= | $ | 59,735,200 | x | 1.00 | = | $ | 59,735,200 | ||||||||||||||
Maximum |
= | $ | 59,735,200 | x | 1.15 | = | $ | 68,695,480 |
IV-5
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit IV-5
Comparative Valuation Ratio Differential
Pro Forma Fully Converted Valuation
Based on Market Price Data as of August 26, 2022
First | Comparative | All Public | ||||||||||||||||||||||
Valuation | Seacoast | Group | Thrifts (1) | |||||||||||||||||||||
Ratio |
Symbol | Bancorp | Average | Median | Average | Median | ||||||||||||||||||
Price / LTM EPS |
P/E | 26.8 | 19.5 | 18.7 | 14.2 | |||||||||||||||||||
Minimum |
(x) | 32.3 | 20.5 | % | 65.6 | % | 72.7 | % | 1.3 | |||||||||||||||
Midpoint |
37.0 | 38.1 | % | 89.7 | % | 97.9 | % | 1.6 | ||||||||||||||||
Maximum |
41.7 | 55.6 | % | 113.8 | % | 123.0 | % | 1.9 | ||||||||||||||||
Price / Core EPS |
P/E | 21.8 | 19.5 | 16.0 | 12.0 | |||||||||||||||||||
Minimum |
(x) | 32.3 | 48.2 | % | 65.6 | % | 101.9 | % | 169.2 | % | ||||||||||||||
Midpoint |
38.5 | 76.6 | % | 97.4 | % | 140.6 | % | 220.8 | % | |||||||||||||||
Maximum |
43.5 | 99.5 | % | 123.1 | % | 171.9 | % | 262.5 | % | |||||||||||||||
Price / Book Value |
P/B | 92.7 | 87.7 | 100.6 | 93.4 | |||||||||||||||||||
Minimum |
(%) | 69.4 | -25.1 | % | -20.9 | % | -31.0 | % | -25.7 | % | ||||||||||||||
Midpoint |
77.2 | -16.7 | % | -12.0 | % | -23.3 | % | -17.3 | % | |||||||||||||||
Maximum |
84.0 | -9.4 | % | -4.2 | % | -16.5 | % | -10.1 | % | |||||||||||||||
Price / Tangible Book |
P/TB | 94.9 | 90.9 | 111.2 | 102.5 | |||||||||||||||||||
Minimum |
(%) | 69.8 | -26.4 | % | -23.2 | % | -37.2 | % | -31.9 | % | ||||||||||||||
Midpoint |
77.5 | -18.3 | % | -14.7 | % | -30.3 | % | -24.4 | % | |||||||||||||||
Maximum |
84.4 | -11.1 | % | -7.2 | % | -24.1 | % | -17.7 | % | |||||||||||||||
Price / Total Assets |
P/A | 14.22 | 13.68 | 12.88 | 12.05 | |||||||||||||||||||
Minimum |
(%) | 9.55 | -32.4 | % | -29.9 | % | -25.6 | % | -20.0 | % | ||||||||||||||
Midpoint |
11.15 | -21.8 | % | -19.0 | % | -14.0 | % | -7.5 | % | |||||||||||||||
Maximum |
12.72 | -10.6 | % | -7.3 | % | -1.6 | % | 5.8 | % |
(1) | Excludes companies subject to mutual holding company ownership or pending acquisition. |
IV-6
Exhibit 99.4
Dear Valued Member of First Seacoast Bancorp, MHC:
As a depositor and/or borrower of First Seacoast Bank, you are a member of First Seacoast Bancorp, MHC. I am pleased to tell you about an investment opportunity and, just as importantly, to request your vote. Pursuant to a plan of conversion and reorganization (the plan of conversion), First Seacoast Bancorp, Inc. is offering shares of common stock for sale in connection with the conversion of First Seacoast Bancorp, MHC from the mutual holding company to the stock holding company form of organization. Enclosed you will find a Prospectus, a Stock Order Form, a Proxy Statement, a Proxy Card and a Questions and Answers Brochure describing the proxy vote, the offering and the plan of conversion.
THE PROXY VOTE:
Your vote is extremely important for us to meet our goals. In addition to receiving all required regulatory approvals to undertake the conversion, we must receive the approval of the eligible members of First Seacoast Bancorp, MHC. NOT VOTING YOUR ENCLOSED PROXY CARD WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE PLAN OF CONVERSION. Note that you may receive more than one Proxy Card, depending on the ownership structure of your eligible accounts at First Seacoast Bank. Please open all packages that you receive and vote all the Proxy Cards that were sent to you none are duplicates! To cast your vote, please sign and date each Proxy Card and return the card(s) in the Proxy Reply Envelope provided. Alternatively, you may vote by telephone or Internet by following the instructions on the Proxy Card.
Our boards of directors urges you to vote FOR the plan of conversion.
Please note:
| The proceeds resulting from the sale of stock will support our business strategy. |
| There will be no change to account numbers, interest rates or other terms of your accounts at First Seacoast Bank. Deposit accounts will not be converted to stock. Your deposit accounts will continue to be insured by the FDIC, up to the maximum legal limits. |
| You will continue to enjoy the same services with the same boards of directors, management and staff. |
| Voting does not obligate you to purchase shares of common stock in the stock offering. |
THE STOCK OFFERING:
As a First Seacoast Bancorp, MHC eligible member, you have non-transferable rights, but no obligation, to purchase shares of common stock during the Subscription Offering before any shares are offered for sale to the general public. The common stock is being offered at $10.00 per share, and there will be no sales commission charged for purchasing shares in the stock offering.
Please read the enclosed materials carefully. If you are interested in purchasing shares of common stock, complete the enclosed Stock Order Form and mail it, with full payment, in the Stock Order Reply Envelope provided. Alternatively, you may submit your original Stock Order Form by paying for overnight delivery to the address listed on the Stock Order Form or by hand-delivery to First Seacoast Banks main office located at 633 Central Avenue, Dover, New Hampshire. Stock Order Forms and full payment must be received (not postmarked) before 2:00 p.m., Eastern time, on , 2022. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.
I invite you to consider this opportunity to share in our future. Thank you for your continued support as a First Seacoast Bank customer.
Sincerely,
James R. Brannen
President and Chief Executive Officer
This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus and when accompanied by a stock order form. 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.
Questions?
Call our Stock Information Center, toll-free, at 1-(877) - ,
between 10:00 a.m. and 4:00 p.m., Eastern time, Monday through Friday, except bank holidays.
M4
Dear Friend:
I am pleased to tell you about an investment opportunity. Pursuant to a plan of conversion and reorganization (the plan of conversion), First Seacoast Bancorp, Inc. is offering shares of common stock for sale in connection with the conversion of First Seacoast Bancorp, MHC from the mutual holding company to the stock holding company form of organization. No sales commission will be charged for purchasing shares in the stock offering.
Our records indicate that you were a depositor of First Seacoast Bank at the close of business on June 30, 2021 or September 30, 2022, whose account(s) was/were closed thereafter. As such, you have non-transferable rights, but no obligation, to subscribe for shares of common stock during our Subscription Offering before any shares are made available for sale to the general public.
Please read the enclosed materials carefully before making an investment decision. If you are interested in purchasing shares of common stock, complete the enclosed Stock Order Form and mail it, with full payment, in the Stock Order Reply Envelope provided. Alternatively, you may submit your original Stock Order Form by paying for overnight delivery to the address listed on the Stock Order Form or by hand-delivery to First Seacoast Banks main office located at 633 Central Avenue, Dover, New Hampshire. Stock Order Forms and full payment must be received (not postmarked) before 2:00 p.m., Eastern time, on , 2022. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.
If you have questions about the conversion and stock offering, please refer to the enclosed Prospectus and Questions and Answers Brochure, or call our Stock Information Center at the number shown below.
I invite you to consider this opportunity to share in our future as a First Seacoast Bancorp, Inc. stockholder.
Sincerely,
James R. Brannen
President and Chief Executive Officer
This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus and when accompanied by a stock order form. 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.
Questions?
Call our Stock Information Center, toll-free, at 1-(877) - ,
between 10:00 a.m. and 4:00 p.m., Eastern time, Monday through Friday, except bank holidays.
F4
Dear Sir/Madam:
Keefe, Bruyette & Woods, A Stifel Company has been retained by First Seacoast Bancorp, Inc. as selling agent in connection with the offering of First Seacoast Bancorp, Inc. common stock.
At the request of First Seacoast Bancorp, Inc., we are enclosing materials regarding the offering of shares of First Seacoast Bancorp, Inc. common stock. Included in this package is a Prospectus describing the stock offering. We encourage you to read the enclosed information carefully, including the Risk Factors section of the Prospectus.
Sincerely,
This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus and when accompanied by a stock order form. 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.
D4
Dear Friend:
I am pleased to tell you about an investment opportunity. Pursuant to a plan of conversion and reorganization (the plan of conversion), First Seacoast Bancorp, Inc. is offering shares of common stock for sale in connection with the conversion of First Seacoast Bancorp, MHC from the mutual holding company to the stock holding company form of organization. No sales commission will be charged for purchasing shares in the stock offering.
Please read the enclosed materials carefully before making an investment decision. If you are interested in purchasing shares of First Seacoast Bancorp, Inc. common stock, complete the enclosed Stock Order Form and mail it, with full payment, in the Stock Order Reply Envelope provided. Alternatively, you may submit your original Stock Order Form by paying for overnight delivery to the address listed on the Stock Order Form or by hand-delivery to First Seacoast Banks main office located at 633 Central Avenue, Dover, New Hampshire. Stock Order Forms and full payment must be received (not postmarked) before 2:00 p.m., Eastern time, on , 2022. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.
If you have questions about the conversion and stock offering, please refer to the enclosed Prospectus and Questions and Answers Brochure, or call our Stock Information Center at the number shown below.
I invite you to consider this opportunity to share in our future as a First Seacoast Bancorp, Inc. stockholder.
Sincerely,
James R. Brannen
President and Chief Executive Officer
This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus and when accompanied by the stock order form. 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.
Questions?
Call our Stock Information Center, toll-free, at 1-(877) - ,
between 10:00 a.m. and 4:00 p.m., Eastern time, Monday through Friday, except bank holidays.
I4
IMPORTANT NOTICE
IF YOU HAVE MORE THAN ONE ELIGIBLE VOTING ACCOUNT YOU MAY RECEIVE MULTIPLE PACKAGES. PLEASE OPEN EACH PACKAGE AND VOTE ALL THE PROXY CARDS THAT WERE SENT TO YOU.
THEY DO NOT DUPLICATE EACH OTHER!
THANK YOU!
Questions?
Call our Information Center, toll-free, at 1-(877) -
between 10:00 a.m. and 4:00 p.m., Eastern time,
Monday through Friday, except bank holidays.
This flyer is neither an offer to sell nor an offer to buy shares of common stock. The offer is made only by the Prospectus and when accompanied by a stock order form. These securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
PF4
Questions and Answers
About Our Plan of Conversion and
Reorganization
This section answers questions about our conversion and stock offering. Investing in shares of common stock involves certain risks. Before making an investment decision, please read the enclosed Prospectus carefully, including the Risk Factors section.
GENERAL THE CONVERSION AND STOCK OFFERING
Our board of directors has determined that the conversion and stock offering is in the best interests of First Seacoast Bank, its customers and the communities it serves.
Q. | WHAT IS THE CONVERSION AND STOCK OFFERING? |
A. | Under our plan of conversion and reorganization (the plan of conversion), First Seacoast Bancorp, MHC will convert from the mutual holding company to the stock holding company form of organization. First Seacoast Bancorp, Inc. will offer shares of its common stock for sale to our eligible depositors, certain borrowers and members of the public. Upon completion of the conversion and stock offering, First Seacoast Bancorp, MHC and First Seacoast Bancorp will cease to exist and First Seacoast Bancorp, Inc. will become the successor holding company to First Seacoast Bancorp and will become the stock holding company of First Seacoast Bank. |
Q. | WHAT ARE THE REASONS FOR THE CONVERSION AND STOCK OFFERING? |
A. | Our primary reasons for converting to the fully public stock form of ownership and undertaking the stock offering are to: support our planned growth and strengthen our regulatory capital position with the additional capital we will raise in the stock offering; transition our organization to a stock holding company structure, which gives us greater flexibility to access the capital markets compared to our existing mutual holding company structure; improve the liquidity of our shares of common stock; facilitate our stock holding companys ability to pay dividends to our public stockholders; and facilitate future mergers and acquisitions as opportunities may arise. |
Q. | IS FIRST SEACOAST BANK CONSIDERED WELL CAPITALIZED FOR REGULATORY PURPOSES? |
A. | Yes. At June 30, 2022, First Seacoast Bank exceeded all of the applicable regulatory capital requirements and was considered well capitalized. |
Q. | WILL CUSTOMERS NOTICE ANY CHANGE IN FIRST SEACOAST BANKS DAY-TO-DAY ACTIVITIES AS A RESULT OF THE CONVERSION AND STOCK OFFERING? |
A. | No. It will be business as usual. The conversion is an internal change to our corporate structure. There will be no change to our board of directors, management and staff as a result of the conversion. First Seacoast Bank will continue to operate as an independent bank. |
Q. | WILL THE CONVERSION AND STOCK OFFERING AFFECT CUSTOMERS DEPOSIT ACCOUNTS OR LOANS? |
A. | No. The conversion and stock offering will not affect the balance or terms of deposits or loans, and deposits will continue to be federally insured by the Federal Deposit Insurance Corporation up to the maximum legal limits. Deposit accounts will not be converted to stock. |
THE PROXY VOTE
In addition to receiving all required regulatory approvals, the plan of conversion is also subject to approval by First Seacoast Bancorp stockholders and the eligible voting members of First Seacoast Bancorp, MHC.
Q. | WHY SHOULD I VOTE FOR THE PLAN OF CONVERSION? |
A. | Your vote FOR the plan of conversion is extremely important to us. Each eligible First Seacoast Bancorp, MHC member as of , 2022 should have received a Proxy Card attached to a Stock Order Form. These packages also include a Proxy Statement describing the plan of conversion. |
If you have more than one eligible account, you may receive multiple packages. Please open each package and vote all the Proxy Cards that were sent to you. Our board of directors believes that converting to a fully public ownership structure will best support our future growth. |
Voting does not obligate you to purchase shares of common stock during the stock offering. |
Q. | WHAT HAPPENS IF I DONT VOTE? |
A. | Your vote is very important. Not voting all the Proxy Cards you receive will have the same effect as voting AGAINST the plan of conversion. |
Without sufficient favorable votes, we cannot complete the conversion and stock offering. |
Q. | HOW DO I VOTE? |
A. | Mark your vote, sign and date each Proxy Card enclosed and return the card(s) in the enclosed Proxy Reply Envelope. |
Alternatively, you may vote by telephone or Internet by following the instructions on the Proxy Card. PLEASE VOTE PROMPTLY. NOT VOTING HAS THE SAME EFFECT AS VOTING AGAINST THE PLAN OF CONVERSION. Telephone and Internet voting are available 24 hours a day. |
Q. | HOW MANY VOTES ARE AVAILABLE TO ME? |
A. | Depositors at the close of business on , 2022 and who continue to be depositors as of the date of the Special Meeting of Members are entitled to one vote for each $100 or fraction thereof on deposit. |
Also, each borrower as of July 16, 2019 whose borrowings remained outstanding at the close of business on , 2022 and who continue to be a borrower as of the date of the Special Meeting of Members is entitled to one vote, in addition to votes the borrower is entitled to as a depositor. No customer may cast more than 1,000 votes. Proxy Cards are not imprinted with your number of votes; however, votes will be automatically tallied by computer. |
Q. | WHY DID I RECEIVE MORE THAN ONE PROXY CARD? |
A. | If you had more than one deposit and/or applicable loan account at the close of business on , 2022, you may have received more than one Proxy Card, depending on the ownership structure of your account(s). Open all packages that you receive. Please promptly vote all the Proxy Cards sent to you they do not duplicate each other. |
Q. | MORE THAN ONE NAME APPEARS ON MY PROXY CARD. WHO MUST SIGN? |
A. | The name(s) reflect the title of your account. Proxy Cards for joint accounts require the signature of only one of the account holders. Proxy Cards for trust or custodian accounts must be signed by the trustee or the custodian, not the named beneficiary. |
THE STOCK OFFERING AND PURCHASING SHARES
Q. | HOW MANY SHARES ARE BEING OFFERED FOR SALE AND AT WHAT PRICE? |
A. | First Seacoast Bancorp, Inc. is offering for sale between 2,805,000 and 3,795,000 shares of common stock at $10.00 per share. No sales commission will be charged for purchasing shares in the stock offering. |
Q. | WHO IS ELIGIBLE TO PURCHASE STOCK DURING THE STOCK OFFERING? |
A. | Pursuant to our plan of conversion, non-transferable rights to subscribe for shares of First Seacoast Bancorp, Inc. common stock in the Subscription Offering have been granted in the following descending order of priority to: |
Priority #1 Depositors of First Seacoast Bank with aggregate balances of at least $50 at the close of business on June 30, 2021;
Priority #2 First Seacoast Banks tax-qualified employee benefit plans;
Priority #3 Depositors of First Seacoast Bank with aggregate balances of at least $50 at the close of business on September 30, 2022; and
Priority #4 Depositors of First Seacoast Bank at the close of business on , 2022, and borrowers of First Seacoast Bank as of July 16, 2019, whose borrowings remained outstanding at the close of business on , 2022.
Shares of common stock not purchased in the Subscription Offering may be offered for sale to the general public in a Community Offering, with a preference given first to natural persons including trusts of natural persons residing in the New Hampshire counties of Rockingham and Strafford and then to First Seacoast Bancorps public stockholders at the close of business on , 2022. |
Shares not sold in the Subscription Offering and Community Offering may be offered for sale to the general public in a Syndicated Community Offering. |
Q. | I AM ELIGIBLE TO SUBSCRIBE FOR SHARES OF COMMON STOCK IN THE SUBSCRIPTION OFFERING BUT AM NOT INTERESTED IN INVESTING. MAY I ALLOW SOMEONE ELSE TO USE MY STOCK ORDER FORM TO TAKE ADVANTAGE OF MY PRIORITY AS AN ELIGIBLE ACCOUNT HOLDER? |
A. | No. Subscription rights are non-transferable! Only those eligible to subscribe in the Subscription Offering, as listed |
above, may purchase shares in the Subscription Offering. To preserve subscription rights, the shares may only be registered in the name(s) of eligible account holder(s). On occasion, unscrupulous people attempt to persuade account holders to transfer subscription rights, or to purchase shares in the offering based on an understanding that the shares will be subsequently transferred to others. Participation in such schemes is against the law and may subject involved parties to prosecution. If you become aware of any such activities, please notify our Stock Information Center promptly so that we can take the necessary steps to protect our eligible account holders subscription rights in the stock offering. |
Q. | HOW MAY I BUY SHARES DURING THE SUBSCRIPTION OFFERING AND ANY COMMUNITY OFFERING? |
A. | Shares may be purchased by completing an original Stock Order Form and mailing it, with full payment, so that it is received (not postmarked) before the offering deadline. You may submit your original Stock Order Form by paying for overnight delivery to the address listed on the Stock Order Form or by mail using the Stock Order Reply Envelope provided. You may also hand deliver to First Seacoast Banks main office located at 633 Central Avenue, Dover, New Hampshire. Hand-delivered stock order forms will only be accepted at this location. Stock order forms may not be delivered to any other First Seacoast Bank office. Please do not mail Stock Order Forms to First Seacoast Bank. |
Q. | WHAT IS THE DEADLINE FOR PURCHASING SHARES? |
A. | To purchase shares in the Subscription and Community Offerings, you must deliver a properly completed, signed original Stock Order Form, with full payment, so that it is received (not postmarked) before 2:00 p.m., Eastern time, on , 2022. Acceptable methods for delivery of Stock Order Forms are described above. |
Q. | HOW MAY I PAY FOR THE SHARES? |
A. | Payment for shares can be remitted in two ways: |
(1) | By personal check, bank check or money order, from the purchaser, made payable to First Seacoast Bancorp, Inc. These will be deposited upon receipt. We cannot accept wires or third party checks. First Seacoast Bank line of credit checks may not be remitted for this purchase. Please do not mail cash! |
(2) | By authorized deposit account withdrawal of funds from your First Seacoast Bank deposit account(s). The Stock Order Form section titled Method of Payment Deposit Account Withdrawal allows you to list the deposit account number(s) and amount(s) to be withdrawn. Funds designated for direct withdrawal must be in the account(s) at the time the Stock Order Form is received. You may not authorize direct withdrawal from accounts with check-writing privileges. Please submit a check instead. If you request direct withdrawal from such accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Also, IRA or other retirement accounts held at First Seacoast Bank may not be listed for direct withdrawal. See information on retirement accounts below. |
Q. | WILL I EARN INTEREST ON MY FUNDS? |
A. | Yes. If you pay by personal check, bank check or money order, you will earn interest at % per annum from the date payment is processed until the stock offering is completed or terminated. At that time, you will be issued a check for interest earned on these funds. If you pay for shares by authorizing a direct withdrawal from your First Seacoast Bank deposit account(s), your funds will continue to earn interest within the account at the contractual rate until the stock offering is completed. The interest will remain in your account(s) when the designated withdrawal is made, upon completion or termination of the conversion. |
Q. | ARE THERE LIMITS TO HOW MANY SHARES I CAN ORDER? |
A. | Yes. The minimum order is 25 shares ($250). No individual, or individuals acting through a single qualifying account held jointly, may purchase more than 40,000 shares ($400,000) of common stock. Additionally, no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 40,000 shares ($400,000) of common stock in all categories of the stock offering combined. |
More detail on purchase limits, including the definition of associate and acting in concert, can be found in the Prospectus section entitled The Conversion and Stock Offering Additional Limitations on Common Stock Purchases. |
Q. | MAY I USE MY FIRST SEACOAST BANK INDIVIDUAL RETIREMENT ACCOUNT (IRA) TO PURCHASE SHARES? |
A. | You may use funds currently held in retirement accounts with First Seacoast Bank. However, before you place your stock order, the funds you wish to use must be transferred to a self-directed retirement account maintained by an independent trustee or custodian, such as a brokerage firm. If you are interested in using IRA or any other retirement funds held at First Seacoast Bank or elsewhere, please call our Stock Information Center as soon as possible for guidance, but preferably at least two weeks before the , 2022 offering deadline. Your ability to use such funds for this purchase may depend on time constraints, because this type of purchase requires additional processing time, and may be subject to limitations imposed by the institution where the funds are held. |
Q. | MAY I USE A LOAN FROM FIRST SEACOAST BANK TO PAY FOR SHARES? |
A. | No. First Seacoast Bank by regulation, cannot extend a loan for the purchase of First Seacoast Bancorp, Inc. common stock during the offering. Similarly, you may not use existing First Seacoast Bank line of credit checks to purchase stock during the offering. |
Q. | MAY I CHANGE MY MIND AFTER I PLACE AN ORDER TO SUBSCRIBE FOR STOCK? |
A. | No. After receipt, your executed Stock Order Form cannot be modified or revoked without our consent or unless the offering is terminated or is extended beyond , 2023 or the number of shares of common stock to be sold is increased to more than 3,795,000 shares or decreased to less than 2,805,000 shares. |
Q. | ARE DIRECTORS AND EXECUTIVE OFFICERS OF FIRST SEACOAST BANK PLANNING TO PURCHASE STOCK? |
A. | Yes! We expect our directors and executive officers, together with their associates, to subscribe for 42,500 shares of common stock in the stock offering, representing 1.5%, of the shares to be sold at the minimum of the offering range. |
Q. | WILL THE COMMON STOCK BE INSURED? |
A. | No. Like any common stock, First Seacoast Bancorp, Inc.s stock will not be insured. |
Q. | WILL DIVIDENDS BE PAID ON THE STOCK? |
A. | Following completion of the conversion and stock offering, the board of directors of First Seacoast Bancorp, Inc. will have the authority to declare dividends on our shares of common stock, subject to capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. However, no decision has been made with respect to the amount, if any, and timing of any dividend payments. We cannot assure you that we will pay dividends in the future, or that any such dividends will not be reduced or eliminated in the future. |
Q. | HOW WILL FIRST SEACOAST BANCORP, INC. SHARES BE TRADED? |
A. | The existing shares of common stock of First Seacoast Bancorp are currently listed on the Nasdaq Capital Market under the symbol FSEA. Upon consummation of the conversion and stock offering, the shares of common stock of First Seacoast Bancorp, Inc. are expected to be listed and trade on the Nasdaq Capital Market under the symbol FSEA. Once the shares of First Seacoast Bancorp, Inc. have begun trading, you may contact a brokerage or other firm offering investment services in order to buy or sell First Seacoast Bancorp, Inc. shares in the future. |
Q. | IF I PURCHASE SHARES DURING THE SUBSCRIPTION OFFERING AND ANY COMMUNITY OFFERING, WHEN WILL I RECEIVE MY SHARES? |
A. | All shares of First Seacoast Bancorp, Inc. common stock sold in the Subscription Offering and any Community Offering will be issued in book entry form on the books of our transfer agent, through the Direct Registration System. Paper stock certificates will not be issued. As soon as practicable after completion of the conversion and stock offering, our transfer agent will send, by first class mail, a statement reflecting your stock ownership. |
THE SHARE EXCHANGE
Q. | WHAT IS THE SHARE EXCHANGE? |
A. | The outstanding shares of First Seacoast Bancorp common stock owned by the public stockholders of First Seacoast Bancorp on the completion date of the conversion and stock offering will be exchanged for newly issued shares of First Seacoast Bancorp, Inc. common stock. The number of shares of First Seacoast Bancorp, Inc. common stock to be received by the public stockholders of First Seacoast Bancorp will depend on the number of shares sold in the stock offering. Although the shares of First Seacoast Bancorp, Inc. common stock will have begun trading, brokerage firms may require that you have received your stock ownership statement before selling your shares. Your ability to sell shares of common stock before you receive this statement will depend on arrangements you may make with a brokerage firm. |
WHERE TO GET MORE INFORMATION
Q. | HOW CAN I GET MORE INFORMATION? |
A. | For more information, refer to the enclosed Prospectus or call our Stock Information Center, toll-free, at 1-(877) - , between 10:00 a.m. and 4:00 p.m., Eastern time, Monday through Friday. The Stock Information Center is not open on bank holidays. |
YOUR VOTE IS IMPORTANT!
PLEASE VOTE THE ENCLOSED PROXY CARD
If you have not yet voted the Proxy Card(s) we recently mailed
to you in a large white package,
please vote the enclosed replacement Proxy Card.
You may vote by mail using the enclosed envelope or by following the telephone or Internet voting instructions on the Proxy Card.
PLEASE JOIN YOUR BOARD OF DIRECTORS IN VOTING
FOR THE PLAN OF CONVERSION AND
REORGANIZATION (THE PLAN OF CONVERSION).
NOT VOTING HAS THE SAME EFFECT AS VOTING
AGAINST THE PLAN OF CONVERSION.
VOTING DOES NOT OBLIGATE YOU TO PURCHASE COMMON STOCK DURING THE STOCK OFFERING. THE CONVERSION WILL CHANGE OUR FORM OF CORPORATE STRUCTURE, BUT WILL NOT RESULT IN CHANGES TO BANK STAFF, MANAGEMENT, OR YOUR DEPOSIT ACCOUNTS OR LOANS AT FIRST SEACOAST BANK. DEPOSIT ACCOUNTS WILL NOT BE CONVERTED TO COMMON STOCK. DEPOSIT ACCOUNTS WILL CONTINUE TO BE INSURED BY
THE FDIC, UP TO THE MAXIMUM LEGAL LIMITS.
If you receive more than one of these reminder mailings,
please vote each Proxy Card received. They do not duplicate each other!
QUESTIONS?
Please call our Information Center, toll-free, at 1-(877) - ,
between 10:00 a.m. and 4:00 p.m., Eastern time, Monday through Friday, except bank holidays.
PG1
HAVE YOU VOTED YET?
PLEASE VOTE THE ENCLOSED
PROXY CARD!
Our records indicate that you have not voted the Proxy Card(s) we mailed to you.
IF YOU ARE UNSURE WHETHER YOU VOTED, PLEASE
VOTE THE ENCLOSED REPLACEMENT PROXY
CARD. YOUR VOTE WILL NOT BE COUNTED TWICE.
NOT VOTING HAS THE SAME EFFECT AS VOTING
AGAINST THE PLAN OF CONVERSION AND
REORGANIZATION (THE PLAN OF CONVERSION).
Your board of directors unanimously recommends that you to vote FOR the plan of conversion.
VOTING DOES NOT OBLIGATE YOU TO PURCHASE
SHARES OF COMMON STOCK DURING THE STOCK OFFERING, NOR DOES IT AFFECT YOUR FIRST SEACOAST BANK DEPOSIT
ACCOUNTS OR LOANS.
If you receive more than one of these reminder mailings,
please vote each Proxy Card received. They do not duplicate each other!
QUESTIONS?
Please call our Information Center, toll-free, at 1-(877) - ,
between 10:00 a.m. and 4:00 p.m., Eastern time, Monday through Friday, except bank holidays.
PG2
YOUR VOTE IS IMPORTANT!
NOT VOTING HAS THE SAME EFFECT
AS VOTING AGAINST THE PLAN OF CONVERSION AND REORGANIZATION (THE PLAN OF CONVERSION).
In order to implement the plan of conversion,
we must obtain the approval of the voting members of First Seacoast Bancorp, MHC.
Please disregard this notice if you have already voted.
If you are unsure whether you voted,
vote the enclosed replacement Proxy Card.
Your vote will not be counted twice!
If you receive more than one of these reminder mailings,
please vote each Proxy Card received. They do not duplicate each other!
Please note: Implementing the plan of conversion will not affect your
deposit accounts or loans at First Seacoast Bank. Deposit accounts will
continue to be insured by the FDIC, up to the maximum legal limits.
Voting does not obligate you to purchase common stock
during the offering.
THANK YOU VERY MUCH!
QUESTIONS?
Please call our Information Center toll-free at 1-(877) - ,
between 10:00 a.m. and 4:00 p.m., Eastern time, Monday through Friday, except bank holidays.
PG3
REVOCABLE PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FIRST SEACOAST BANCORP, MHC
FOR A SPECIAL MEETING OF MEMBERS
TO BE HELD ON DECEMBER , 2022
The undersigned member of First Seacoast Bancorp, MHC hereby appoints , each with full powers of substitution, to act as attorneys-in-fact and proxies for the undersigned, to cast all votes to which the undersigned is entitled to cast at the Special Meeting of Members (the Special Meeting) to be held at , located at , , New Hampshire , on December , 2022, at :00 p.m., Eastern Time, and at any and all adjournments thereof, as follows:
(1) | The approval of the Plan of Conversion and Reorganization (the plan of conversion) whereby First Seacoast Bancorp, MHC will convert and reorganize from the mutual to the capital stock form of organization, as described in more detail in the accompanying Proxy Statement for the Special Meeting of Members; and |
such other business as may properly come before this Special Meeting or any adjournment thereof. Note: The Board of Directors is not aware of any other matter that may come before the Special Meeting of Members. |
VOTING FOR APPROVAL OF THE PLAN OF CONVERSION WILL ALSO INCLUDE APPROVAL OF THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE STOCK OFFERING BY FIRST SEACOAST BANCORP, INC., THE MERGER OF FIRST SEACOAST BANCORP, MHC INTO FIRST SEACOAST BANCORP AND THE MERGER OF FIRST SEACOAST BANCORP INTO FIRST SEACOAST BANCORP, INC.
THIS PROXY, IF PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED IT WILL BE VOTED FOR THE PROPOSAL. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING, INCLUDING THE ADJOURNMENT OF THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY THE NAMED PROXIES IN THEIR BEST JUDGMENT. THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING.
(Continued on reverse side)
Fold and detach the above Proxy Card here
Your Board of Directors unanimously recommends that
you vote FOR the approval of the plan of conversion.
Your FOR Vote is Very Important!
NOT VOTING IS EQUIVALENT TO VOTING
AGAINST THE PLAN OF CONVERSION.
PLEASE VOTE ALL THE PROXY CARDS RECEIVED.
CONTROL NUMBER |
PROXY CARD | |||||
FOR | AGAINST |
Please vote by marking one of the following boxes: 1. The approval of the Plan of Conversion and Reorganization (the plan of conversion) whereby First Seacoast Bancorp, MHC will convert and reorganize from the mutual to the stock form of organization, as described in more detail in the accompanying Proxy Statement for the Special Meeting of Members. |
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Votes will be cast in accordance with this Proxy. Should the undersigned be present and elect to vote at the Special Meeting of Members or at any adjournment thereof and after notification to First Seacoast Bancorp, MHCs Secretary at said meeting of the members decision to revoke this Proxy, then the power of said attorneys-in-fact and proxies shall be deemed terminated and of no further force and effect.
The undersigned acknowledges receipt of a Notice of Special Meeting of Members and a Proxy Statement for the Special Meeting of Members dated November , 2022 before the execution of this Proxy.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE OR INSTEAD FOLLOW THE INSTRUCTIONS TO VOTE YOUR PROXY TODAY BY INTERNET OR TELEPHONE. |
Signature: Date: , 2022
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NOTE: Only one signature is required in the case of a joint deposit account. Please sign exactly as your name appears on this proxy card. When signing as an attorney, executor, administrator or guardian, please give your full title. Corporations or partnership proxies should be signed by an authorized officer.
Fold and detach the above Proxy Card here
YOUR VOTE IS IMPORTANT!
NOT VOTING IS THE EQUIVALENT TO VOTING AGAINST THE PLAN OF CONVERSION.
PLEASE VOTE ALL PROXY CARDS RECEIVED.
Internet and telephone voting are quick and simple ways to vote,
and are available through 11:59 P.M., Eastern Time, on December , 2022.
VOTE BY INTERNET (available 24 hours a day) |
VOTE BY TELEPHONE (available 24 hours a day) |
VOTE BY MAIL | ||||||
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myproxyvotecounts.com
Use the Internet to vote your proxy. Have the Proxy Card in hand when you access the web site. You will need to enter online the 12 digit Control Number in the box above. Each Proxy Card has a unique Control Number. |
1-( ) -
Have your Proxy Card(s) in hand when you access the phone voting line. You will be prompted to enter your 12 digit control number, located in the shaded box above. Each Proxy Card has a unique control number. |
Mark, sign and date your Proxy Card and return it in the enclosed postage paid Proxy Reply Envelope.
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If you vote by telephone or Internet you do NOT need to return your Proxy Card by mail.
Exhibit 99.5
STOCK ORDER FORM | For Internal Use Only
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BATCH # ORDER # CATEGORY #
RECD O C
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ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) before 2:00 p.m., Eastern time, on December , 2022. Subscription rights will become void after the deadline. Stock Order Forms can be delivered by using the enclosed Stock Order Reply Envelope, by paying for overnight delivery to the Stock Information Center address on this form or by hand-delivery to First Seacoast Banks main office located at 633 Central Avenue, Dover, New Hampshire. Hand-delivered stock order forms will only be accepted at this location. You may not deliver this form to our other First Seacoast Bank offices. Do not mail Stock Order Forms to First Seacoast Bank. Faxes or copies of this form are not required to be accepted.
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SEND OVERNIGHT PACKAGES TO: Stock Information Center c/o Keefe, Bruyette & Woods 18 Columbia Turnpike, Suite 100 Florham Park, NJ 07932 Call us toll-free, at 1-(877) - |
(7) MAXIMUM PURCHASER IDENTIFICATION |
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(8) ASSOCIATES/ACTING IN CONCERT |
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Name(s) listed in Section 9 on other Stock Order Forms |
Number of shares | Name(s) listed in Section 9 on other Stock Order Forms |
Number of shares | |||||||||
(9) STOCK REGISTRATION The name(s) and address that you provide below will be reflected on your stock ownership statement, and will be used for other communications related to this order. Please PRINT clearly and use full first and last name(s), not initials. If purchasing in the Subscription Offering, you may not add the name(s) of persons/ entities who do not have subscription rights or who qualify only in a lower purchase priority than yours. See Stock Order Form Instructions for further guidance.
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First Name, Middle Initial, Last Name |
Reporting SSN/ Tax ID No. |
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First Name, Middle Initial, Last Name |
SSN/Tax ID No. |
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Street |
Daytime Phone # |
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City |
State |
Zip |
County (Important) |
Evening Phone # |
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FOR TRUSTEE/BROKER USE ONLY: | |||||||||||||
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(10) ACKNOWLEDGMENT AND SIGNATURE(S) |
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I understand that, to be effective, this form, properly completed, together with full payment, must be received before 2:00 p.m., Eastern time, on December , 2022, otherwise this form and all subscription rights will be void. (continued on reverse side of this form) |
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ORDER NOT VALID UNLESS SIGNED | ||||||||||||
ONE SIGNATURE REQUIRED, UNLESS SECTION 4 OF THIS FORM INCLUDES ACCOUNTS REQUIRING MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL. IF SIGNING AS A CUSTODIAN, TRUSTEE, CORPORATE OFFICER, ETC., PLEASE INCLUDE YOUR FULL TITLE. |
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Signature (title, if applicable) |
Date |
Signature (title, if applicable) |
Date | |||||||||
(over)
STOCK ORDER FORM SIDE 2
(8) ASSOCIATES/ACTING IN CONCERT (continued from front of Stock Order Form)
Associate The term associate of a person means:
(1) | any corporation or organization (other than First Seacoast Bank, First Seacoast Bancorp, Inc., First Seacoast Bancorp or First Seacoast Bancorp, MHC or a majority-owned subsidiary of any of those entities) of which the person is a senior officer, partner or, directly or indirectly, 10% beneficial stockholder; |
(2) | any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; provided, however, it does not include any employee stock benefit plan in which the person has a substantial beneficial interest or serves as trustee or in a similar fiduciary capacity; and |
(3) | any blood or marriage relative of the person, who either has the same home as the person or who is a director or officer of First Seacoast Bancorp or First Seacoast Bank. |
Acting in concert The term acting in concert means:
(1) | knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or |
(2) | 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) will 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 stock benefit 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 common stock held by the employee stock benefit plan will be aggregated.
We have the sole discretion to determine whether prospective purchasers are associates or acting in concert. We may presume that certain persons are acting in concert based upon, among other things, joint account relationships or the fact that persons shares a common address (whether or not related by blood or marriage) or may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to First Seacoast Bancorp or other companies. Our directors are not treated as associates of each other solely because of their membership on the board of directors.
Please see the Prospectus section entitled The Conversion and Stock Offering Additional Limitations on Common Stock Purchases for more information on purchase limitations.
(10) ACKNOWLEDGMENT AND SIGNATURE(S) (continued from front of Stock Order Form)
I agree that, after receipt by First Seacoast Bancorp, Inc., this Stock Order Form may not be modified or canceled without First Seacoast Bancorp, Inc.s consent, and that if withdrawal from a deposit account has been authorized, the authorized amount will not otherwise be available for withdrawal. Under penalty of perjury, I certify that (1) the Social Security or Tax ID information and all other information provided hereon are true, correct and complete, (2) I am purchasing shares solely for my own account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares, and (3) I am not subject to backup withholding tax [cross out (3) if you have been notified by the IRS that you are subject to backup withholding]. I acknowledge that my order does not conflict with the overall purchase limitation of $400,000 in all categories of the offering combined, for any person or entity, together with associates or persons acting in concert with such person or entity, as set forth in the plan of conversion and reorganization, and the Prospectus dated November , 2022.
Subscription rights pertain to those eligible to subscribe in the Subscription Offering. Subscription rights are only exercisable by completing and submitting a Stock Order Form, with full payment for the shares subscribed for. Federal regulations prohibit any person from transferring or entering into any agreement directly or indirectly to transfer the legal or beneficial ownership of subscription rights, or the underlying securities, to the account of another.
I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
If anyone asserts that the shares of common stock are federally insured or guaranteed, or are as safe as an insured deposit, I should call the Board of Governors of the Federal Reserve System at (202) 452-3000.
I further certify that, before subscribing for shares of the common stock of First Seacoast Bancorp, I received the Prospectus dated November , 2022, and I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment, described by First Seacoast Bancorp, Inc. in the Risk Factors section, beginning on page . Risks include, but are not limited to the following:
Risks Related to Our Lending Activities
1. | We have a substantial amount of commercial real estate and commercial and industrial loans, and intend to continue to increase originations of these types of loans. These loans involve credit risks that could adversely affect our financial condition and results of operations. |
2. | If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease. |
3. | We are subject to environmental liability risk associated with lending activities or properties we own. |
Risks Related to Market Interest Rates
4. | The reversal of the historically low interest rate environment may adversely affect our net interest income and profitability. |
5. | Changes in interest rates could reduce our profits and asset values. |
Risks Related to Economic Conditions
6. | Inflation can have an adverse impact on our business and on our customers. |
7. | A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings. |
8. | We have a high concentration of loans secured by real estate in our market area. Adverse economic conditions, both generally and in our market area, could adversely affect our financial condition and results of operations. |
9. | A worsening of economic conditions could reduce demand for our products and services and/or increase our level of non-performing loans, which could adversely affect our financial condition and results of operations. |
Risks Related to the COVID-19 Pandemic
10. | The economic impact of the COVID-19 pandemic could adversely affect our financial condition and results of operations. |
Risks Related to Competitive Matters
11. | Our asset size and strong competition within our market area may limit our growth and profitability. |
Risks Related to Operational Matters
12. | We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches, and we recently experienced a security event. |
13. | We are a community bank and our ability to maintain our reputation is critical to the success of our business. The failure to do so may materially adversely affect our performance. |
14. | We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services. |
Risks Related to Accounting Matters
15. | Changes in managements estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results. |
16. | Changes in accounting standards could affect reported earnings. |
Risks Related to Laws and Regulations
17. | 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. |
18. | Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions. |
19. | Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations. |
20. | 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. |
21. | We are also a smaller reporting company, and even if we no longer qualify as an emerging growth company, 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. |
Risks Related to the Stock Offering
22. | We do not have strong earnings and will have a relatively high capital level after the completion of the conversion and stock offering. We expect our return on equity will be low following the stock offering, which could negatively affect the trading price of our shares of common stock. |
23. | The future price of our shares of common stock may be less than the $10.00 purchase price per share in the stock offering. |
24. | Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance. |
25. | Our stock-based benefit plans will increase our expenses and reduce our income. |
26. | The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans. |
27. | We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the conversion and stock offering may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs. |
28. | Various factors may make takeover attempts more difficult to achieve. |
29. | Our articles of incorporation provide that, subject to limited exception, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees. |
30. | There may be a limited trading market in our shares of common stock, which would hinder your ability to sell our common stock and may lower the market price of our common stock. |
31. | You may not revoke your decision to purchase First Seacoast Bancorp, Inc. common stock in the subscription offering or any community offering after you send us your order. |
¬ See Front of Stock Order Form
FIRST SEACOAST BANCORP, INC.
STOCK INFORMATION CENTER: 1-(877) -
STOCK ORDER FORM INSTRUCTIONS SIDE 1
Sections (1) and (2) Number of Shares and Total Payment Due. Indicate the Number of Shares that you wish to subscribe for and the Total Payment Due. Calculate the Total Payment Due by multiplying the Number of Shares by the $10.00 price per share. The minimum purchase is 25 shares ($250). No individual, or individuals acting through a single qualifying account held jointly, may purchase more than 40,000 shares ($400,000). Additionally, no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 40,000 shares ($400,000) of common stock in all categories of the offering combined.
Please see the Prospectus section entitled The Conversion and Stock Offering Additional Limitations on Common Stock Purchases for more specific information. By signing this form, you are certifying that your order does not conflict with these purchase limitations.
Section (3) Method of Payment Check or Money Order. Payment may be made by including with this form a personal check, bank check or money order, from the purchaser, made payable to First Seacoast Bancorp, Inc. These will be deposited upon receipt. The funds remitted by personal check must be available within the account(s) when your Stock Order Form is received. Indicate the amount remitted. Interest will be calculated at % per annum from the date payment is processed until the offering is completed or terminated, at which time the subscriber will be issued a check for interest earned. Please do not remit cash, a First Seacoast Bank line of credit check, wire transfers or third party checks for this purchase.
Section (4) Method of Payment Deposit Account Withdrawal. Payment may be made by authorizing a direct withdrawal from your First Seacoast Bank deposit account(s). Indicate the account number(s) and the amount(s) you wish withdrawn. Attach a separate page, if necessary. Funds designated for withdrawal must be available within the account(s) at the time this Stock Order Form is received. Upon receipt of this order, we will place a hold on the amount(s) designated by you the funds will be unavailable to you for withdrawal thereafter. The funds will continue to earn interest within the account at the contractual rate until the offering is completed. The interest will remain in the accounts when the designated withdrawal is made, at the completion or termination of the offering. There will be no early withdrawal penalty for withdrawal from a First Seacoast Bank certificate of deposit (CD) account. Note that you may NOT designate accounts with check-writing privileges. Please submit a check instead. If you request direct withdrawal from such accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Additionally, you may not designate direct withdrawal from a First Seacoast Bank IRA or other retirement accounts. For guidance on using retirement funds, whether held at First Seacoast Bank or elsewhere, please contact the Stock Information Center as soon as possible preferably at least two weeks before the December , 2022 offering deadline. See the Prospectus section entitled The Conversion and Stock Offering Procedure for Purchasing Shares in the Subscription and Community Offerings Using Individual Retirement Account Funds. Your ability to use retirement account funds to purchase shares cannot be guaranteed and depends on various factors, including timing constraints and the institution where those funds are currently held.
Section (5) Purchaser Information. Please check the one box that applies to the purchaser(s) listed in Section 9 of this form. Purchase priorities in the Subscription Offering are based on eligibility dates. Boxes (a), (b) and (c) refer to the Subscription Offering. If you checked box (a) or (b), list all First Seacoast Bank deposit account numbers that the purchaser(s) had ownership in as of the applicable eligibility date. If you checked box (c), list all First Seacoast Bank deposit and/or applicable loan account numbers that the purchaser(s) had ownership in at the close of business on , 2022. Include all forms of account ownership (e.g. individual, joint, IRA, etc.). If purchasing shares for a minor, list only the minors eligible accounts. If purchasing shares for a corporation or partnership, list only that entitys eligible accounts. Attach a separate page, if necessary. Failure to complete this section, or providing incorrect or incomplete information, could result in a loss of part or all of your share allocation in the event of an oversubscription. Boxes (d), (e) and (f) refer to the Community Offering. Orders placed in the Subscription Offering will take priority over orders placed in the Community Offering. See the Prospectus section entitled The Conversion and Stock Offering for further details about the Subscription and Community Offerings.
Section (6) Management. Check the box if you are a First Seacoast Bank, First Seacoast Bancorp, Inc., First Seacoast Bancorp or First Seacoast Bancorp, MHC director, officer or employee, or a member of their immediate family.
Section (7) Maximum Purchaser Identification. Check the box, if applicable. Failure to check the box will result in you not receiving notification in the event the maximum purchase limit(s) is/are increased. If you checked the box but have not subscribed for the maximum amount in the Subscription Offering, you will not receive this notification.
Section (8) Associates/Acting in Concert. Check the box, if applicable, and provide the requested information. Attach a separate page if necessary.
Section (9) Stock Registration. Clearly PRINT the name(s) in which you want the shares registered and the mailing address for all correspondence related to your order, including a stock ownership statement. Each Stock Order Form will generate one stock ownership statement, subject to the stock allocation provisions described in the Prospectus. IMPORTANT: Subscription rights are non-transferable. If placing an order in the Subscription Offering, you may not add the names of persons/entities who do not have subscription rights or who qualify only in a lower purchase priority than yours. A Social Security or Tax ID Number must be provided. The first number listed will be identified with the stock for tax reporting purposes. Listing at least one phone number is important in the event we need to contact you about this form. NOTE FOR FINRA MEMBERS: If you are a member of the Financial Industry Regulatory Authority (FINRA), or a person affiliated or associated with a FINRA member, you may have additional reporting requirements. Please report this subscription in writing to the applicable department of the FINRA member firm within one day of payment thereof.
FIRST SEACOAST BANCORP, INC.
STOCK INFORMATION CENTER: 1-(877) -
STOCK ORDER FORM INSTRUCTIONS SIDE 1(Continued)
Form of Stock Ownership. For reasons of clarity and standardization, the stock transfer industry has developed uniform stockholder registrations for issuance of stock ownership statements. Beneficiaries may not be named on stock registrations. If you have any questions about wills, estates, beneficiaries, etc., please consult your legal advisor. When registering stock, do not use two initials use the full first name, middle initial and last name. Omit words that do not affect ownership such as Dr. or Mrs. Check the one box that applies.
Buying Stock Individually Used when shares are registered in the name of only one owner. To qualify in the Subscription Offering, the individual named in Section 9 of the Stock Order Form must have had an eligible deposit account at First Seacoast Bank at the close of business on June 30, 2021, September 30, 2022 or , 2022 or a borrower of First Seacoast Bank as of July 16, 2019 whose borrowings remained outstanding at the close of business on , 2022.
Buying Stock Jointly To qualify in the Subscription Offering, the persons named in Section 9 of the Stock Order Form must have had an eligible deposit account at First Seacoast Bank at the close of business on June 30, 2021, September 30, 2022 or , 2022 or a borrower of First Seacoast Bank as of July 16, 2019 whose borrowings remained outstanding at the close of business on , 2022.
Joint Tenants Joint Tenancy (with Right of Survivorship) may be specified to identify two or more owners where ownership is intended to pass automatically to the surviving tenant(s). All owners must agree to the sale of shares.
Tenants in Common May be specified to identify two or more owners where, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All owners must agree to the sale of shares.
Buying Stock for a Minor Shares may be held in the name of a custodian for a minor under the Uniform Transfer to Minors Act. To qualify in the Subscription Offering, the minor (not the custodian) named in Section 9 of the Stock Order Form must have had an eligible deposit account at First Seacoast Bank at the close of business on June 30, 2021, September 30, 2022 or , 2022.
The standard abbreviation for custodian is CUST. The Uniform Transfer to Minors Act is UTMA. Include the state abbreviation. For example, stock held by John Smith as custodian for Susan Smith under the NH Uniform Transfer to Minors Act, should be registered as John Smith CUST Susan Smith UTMA-NH (list only the minors social security number).
Buying Stock for a Corporation/Partnership On the first name line indicate the name of the corporation or partnership and indicate the entitys Tax ID Number for reporting purposes. To qualify in the Subscription Offering, the corporation or partnership named in Section 9 of the Stock Order Form must have had an eligible deposit account at First Seacoast Bank at the close of business on June 30, 2021, September 30, 2022 or , 2022 or a borrower of First Seacoast Bank as of July 16, 2019 whose borrowings remained outstanding at the close of business on , 2022.
Buying Stock in a Trust/Fiduciary Capacity Indicate the name of the fiduciary and the capacity under which the fiduciary is acting (for example, Executor), or name of the trust, the trustees and the date of the trust. Indicate the Tax ID Number to be used for reporting purposes. To qualify in the Subscription Offering, the entity named in Section 9 of the Stock Order Form must have had an eligible deposit account at First Seacoast Bank at the close of business on June 30, 2021, September 30, 2022 or , 2022 or a borrower of First Seacoast Bank as of July 16, 2019 whose borrowings remained outstanding at the close of business on , 2022.
Buying Stock in a Self-Directed IRA (for trustee/broker use only) Registration should reflect the custodian or trustee firms registration requirements. For example, on the first name line, indicate the name of the brokerage firm, followed by CUST or TRUSTEE. On the second name line, indicate the name of the beneficial owner (for example, FBO JOHN SMITH IRA). You can indicate an account number or other underlying information and the custodian or trustee firms address and department to which all correspondence should be mailed related to this order, including a stock ownership statement. Indicate the TAX ID Number under which the IRA account should be reported for tax purposes. To qualify in the Subscription Offering, the beneficial owner named in Section 9 of this form must have had an eligible deposit account at First Seacoast Bank at the close of business on June 30, 2021, September 30, 2022 or , 2022 or a borrower of First Seacoast Bank as of July 16, 2019 whose borrowings remained outstanding at the close of business on , 2022.
Section (10) Acknowledgment and Signature(s). Sign and date the Stock Order Form where indicated. Before you sign, please carefully review the information you provided and read the acknowledgment. Verify that you have printed clearly and completed all applicable shaded areas on the Stock Order Form. Only one signature is required, unless any account listed in Section 4 requires more than one signature to authorize a withdrawal.
Please review the Prospectus carefully before making an investment decision. Deliver your completed original Stock Order Form, with full payment or deposit account withdrawal authorization, so that it is received (not postmarked) before 2:00 p.m., Eastern time, on December , 2022. Stock Order Forms can be delivered by using the enclosed postage paid Stock Order Reply Envelope, by paying for overnight delivery to the Stock Information Center address listed on the front of the Stock Order Form, or by hand-delivery to First Seacoast Banks main office located at 633 Central Avenue, Dover, New Hampshire. Hand-delivered stock order forms will only be accepted at this location. You may not deliver this form to our other First Seacoast Bank offices. Please do not mail Stock Order Forms to First Seacoast Bank. We are not required to accept Stock Order Forms that are found to be deficient or incorrect, or that do not include proper payment or the required signature. Faxes or copies of this form are not required to be accepted.
OVERNIGHT DELIVERY can be made to the Stock Information Center address listed on the front of the Stock Order Form.
QUESTIONS? Call our Stock Information Center, toll-free, at 1-(877) - , between 10:00 a.m. and 4:00 p.m., Eastern time, Monday through Friday. The Stock Information Center is not open on bank holidays.
Exhibit 99.6
FELDMAN FINANCIAL ADVISORS, INC.
8804 MIRADOR PLACE
MCLEAN, VA 22102
202-467-6862
September 8, 2022
Boards of Directors
First Seacoast Bancorp, MHC
First Seacoast Bancorp
First Seacoast Bancorp, Inc.
First Seacoast Bank
633 Central Avenue
Dover, New Hampshire 03820
Members of the Boards of Directors:
All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Conversion and Reorganization (the Plan) adopted by the Boards of Directors of First Seacoast Bancorp, MHC (the MHC), First Seacoast Bancorp (the Mid-Tier), and First Seacoast Bank. The Plan provides for the conversion of the MHC into the full stock form of organization. Pursuant to the Plan, the MHC will be merged into the Mid-Tier, and the Mid-Tier will be merged into First Seacoast Bancorp, Inc., a newly-formed Maryland corporation (the Company) with the Company as the resulting entity, and the MHC will no longer exist. As part of the Plan, the Company will sell shares of common stock in an offering that will represent the ownership interest in the Mid-Tier now owned by the MHC.
We understand that in accordance with the Plan, depositors will receive rights in a liquidation account maintained by the Company representing the amount of (i) the MHCs ownership interest in the Mid-Tiers total stockholders equity as of the date of the latest statement of financial condition used in the prospectus plus (ii) the value of the net assets of the MHC as of the date of the latest statement of financial condition of the MHC prior to the consummation of the conversion (excluding its ownership of the Mid-Tier). The Company shall continue to hold the liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain deposits in First Seacoast Bank. The liquidation account is designed to provide payments to depositors of their liquidation interests in the event of liquidation of First Seacoast Bank (or the Company and First Seacoast Bank).
In the unlikely event that either First Seacoast Bank (or the Company and First Seacoast Bank) were to liquidate after the conversion (including, a liquidation of First Seacoast Bank following a purchase and assumption transaction with a credit union acquiror), all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of June 30, 2021 and depositors as of September 30, 2022. Also, in a complete liquidation of both entities, or of First Seacoast Bank, when the Company has insufficient assets (other than the stock of First Seacoast Bank), or of First Seacoast Bank following a purchase and assumption transaction with a credit union acquiror, to fund the liquidation account distribution due to Eligible Account Holders and Supplemental Eligible Account Holders and First Seacoast Bank has positive net worth, First Seacoast Bank shall immediately make a distribution to fund the Companys remaining obligations under the liquidation account. The Plan further provides that if the Company is completely liquidated or sold apart from a sale or liquidation of First Seacoast Bank, then the rights of Eligible Account Holders and Supplemental Eligible Account Holders in the liquidation account maintained by the Company shall be surrendered and treated as a liquidation account in First Seacoast Bank, the bank liquidation account and depositors shall have an equivalent interest in such bank liquidation account, subject to the same rights and terms as the liquidation account.
FELDMAN FINANCIAL ADVISORS, INC.
Boards of Directors
September 8, 2022
Page Two
Based upon our review of the Plan and our observations that the liquidation rights become payable only upon the unlikely event of the liquidation of First Seacoast Bank (or the Company and First Seacoast Bank), that liquidation rights in the Company automatically transfer to First Seacoast Bank in the event the Company is completely liquidated or sold apart from a sale or liquidation of First Seacoast Bank, and that after two years from the date of conversion and upon written request of the Federal Reserve Board, the Company will transfer the liquidation account and depositors interest in such account to First Seacoast Bank and the liquidation account shall thereupon become the liquidation account of First Seacoast Bank no longer subject to the Companys creditors, we are of the belief that: the benefit provided by the First Seacoast Bank liquidation account supporting the payment of the liquidation account in the event the Company lacks sufficient net assets or following a purchase and assumption transaction with a credit union acquiror does not have any economic value at the time of the transactions contemplated in the first and second paragraphs above. We note that we have not undertaken any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue.
Sincerely,
FELDMAN FINANCIAL ADVISORS, INC.
Exhibit 99.7
REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF FIRST SEACOAST BANCORP
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER ___, 2022
The undersigned hereby appoints __________, __________ and ___________, and each of them individually, with full powers of substitution, to act as attorneys and proxies for the undersigned to vote all shares of common stock of First Seacoast Bancorp that the undersigned is entitled to vote at the Special Meeting of Stockholders, to be held at ____________, located at ______________, Dover, New Hampshire, at ___:___ ___.m., Eastern time, on December ____, 2022, as follows:
FOR |
AGAINST |
ABSTAIN | ||||
1. The approval of the Plan of Conversion and Reorganization pursuant to which: (i) First Seacoast Bancorp, MHC and First Seacoast Bancorp will convert and reorganize from the mutual holding company structure to the stock holding company structure; (ii) First Seacoast Bancorp, Inc., a Maryland corporation, will become the holding company for First Seacoast Bank; (iii) the outstanding shares of common stock of First Seacoast Bancorp, other than those owned by First Seacoast Bancorp, MHC, will be exchanged for shares of common stock of First Seacoast Bancorp, Inc.; and (iv) First Seacoast Bancorp, Inc. will offer for sale shares of its common stock in a subscription offering, and, if necessary, a community offering and/or syndicated community offering; and |
☐ | ☐ | ☐ | |||
2. The approval of the adjournment of the Special Meeting of Stockholders, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting of Stockholders to approve the Plan of Conversion and Reorganization; and |
☐ | ☐ | ☐ | |||
The following informational proposals: |
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3. The approval of a provision in First Seacoast Bancorp, Inc.s Articles of Incorporation requiring a super-majority vote of stockholders to approve certain amendments to the Articles of Incorporation; and |
☐ | ☐ | ☐ | |||
4. The approval of a provision in First Seacoast Bancorp, Inc.s Articles of Incorporation requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to First Seacoast Bancorp, Inc.s Bylaws; and |
☐ | ☐ | ☐ | |||
5. The approval of a provision in First Seacoast Bancorp, Inc.s Articles of Incorporation to limit the voting rights of shares beneficially owned in excess of 10% of First Seacoast Bancorp, Inc.s outstanding voting stock; and |
☐ | ☐ | ☐ |
Such other business that may properly come before the Special Meeting of Stockholders.
The Board of Directors unanimously recommends a vote FOR all of the above proposals.
THE PROVISIONS OF FIRST SEACOAST BANCORP, INC.S ARTICLES OF INCORPORATION THAT ARE SUMMARIZED AS INFORMATIONAL PROPOSALS 3 THROUGH 5 WERE UNANIMOUSLY APPROVED BY THE BOARD OF DIRECTORS OF FIRST SEACOAST BANCORP AS PART OF THE PROCESS BY WHICH THE BOARD OF DIRECTORS APPROVED THE PLAN OF CONVERSION AND REORGANIZATION. THESE PROPOSALS ARE INFORMATIONAL ONLY, BECAUSE FEDERAL REGULATIONS GOVERNING MUTUAL-TO-STOCK CONVERSIONS DO NOT PROVIDE FOR VOTES ON MATTERS OTHER THAN THE PLAN OF CONVERSION AND REORGANIZATION. WHILE YOUR VOTE IS SOLICITED WITH RESPECT TO EACH INFORMATIONAL PROPOSAL, THE PROPOSED PROVISIONS FOR WHICH AN INFORMATIONAL VOTE IS SOLICITED MAY BECOME EFFECTIVE IF STOCKHOLDERS APPROVE THE PLAN OF CONVERSION AND REORGANIZATION, REGARDLESS OF WHETHER STOCKHOLDERS VOTE TO APPROVE ANY OR ALL OF THE INFORMATIONAL PROPOSALS.
THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING OF STOCKHOLDERS, THIS PROXY WILL BE VOTED BY THE PROXY COMMITTEE OF THE BOARD OF DIRECTORS IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING OF STOCKHOLDERS.
Should the above-signed be present and elect to vote at the Special Meeting of Stockholders or at any adjournment thereof and after notification to the Corporate Secretary of First Seacoast Bancorp at the Special Meeting of Stockholders of the stockholders decision to revoke this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by sending written notice to the Corporate Secretary of First Seacoast Bancorp at the address set forth on the Notice of Special Meeting of Stockholders, or by the filing of a later-dated and executed proxy before a vote being taken on a particular proposal at the Special Meeting of Stockholders.
The above-signed acknowledges receipt from First Seacoast Bancorp before the execution of this proxy of the Notice of Special Meeting of Stockholders and the Proxy Statement/Prospectus dated November ___, 2022.
Dated: _____________
PRINT NAME OF STOCKHOLDER |
PRINT NAME OF STOCKHOLDER | |||
SIGNATURE OF STOCKHOLDER |
SIGNATURE OF STOCKHOLDER |
Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign, but only one holder is required to sign.
Please complete, sign and date this proxy card and return it in the enclosed postage-prepaid envelope today.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS
The Notice of Special Meeting of Stockholders, Proxy Statement/Prospectus dated November ____, 2022, and Proxy Card are available at www.__________.
Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
First Seacoast Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Aggregate Offering Price Per Unit |
Maximum Price (1) |
Fee Rate |
Amount of Registration Fee | |||||||||
Fees to be paid | Equity | Common stock, $0.01 par value per share | Rule 457(a) | 6,869,548 | $10.00 | $68,695,480 | 0.0000927 | $6,368.07 | ||||||||
Other | Participation Interests | Rule 457(h) | 517,831 | (2) | ||||||||||||
Total Offering Amounts | $68,695,480 | $6,368.07 | ||||||||||||||
Total Fees Previously Paid | | |||||||||||||||
Total Fee Offsets | | |||||||||||||||
Net Fee Due | $6,368.07 |
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | The securities of Firs Seacoast Bancorp, Inc. to be purchased by the First Seacoast Bank 401(k) Plan are included in the amount shown for common stock. However, pursuant to Rule 457(h) of the Securities Act of 1933, as amended, no separate fee is required for the participation interests. Pursuant to such rule, the amount being registered has been calculated on the basis of the number of shares of common stock that may be purchased with the current assets of such plan. |