Attached files
Exhibit 99.6
KELLER & COMPANY, INC.
Financial Institution Consultants
Investment and Financial Advisors
Financial Institution Consultants
Investment and Financial Advisors
555 Metro Place North
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614-766-1426 | |
Suite 524
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614-766-1459 (fax) | |
Dublin, Ohio 43017 |
April 29, 2010
Mr. Timothy K. Zimmerman
Chief Executive Officer
Standard Bank, PaSB
2640 Monroe
Monroeville, PA 15146
Chief Executive Officer
Standard Bank, PaSB
2640 Monroe
Monroeville, PA 15146
Re: | Business Plan Proposal |
Dear Mr. Zimmerman:
Keller & Company, Inc. (Keller) proposes to prepare a complete three-year regulatory
Business Plan (Plan) for Standard Bank PaSB (Bank) to fulfill the requirements of the Federal
Deposit Insurance Corporation (FDIC), as applied by the rules and regulations of the Board of
Governors of the Federal Reserve System (FRB) relating to the mutual to stock conversion of the
Banks parent company, Standard Mutual Holding Company (MHC) and the related public offering
(Offering). The Bank and the MHC are hereinafter collectively referred to as the Bank. The
Plan will focus on the Banks new three-year pro formas, the impact of the Offering on the Bank and
the Banks planned use of proceeds.
Keller & Company is experienced in preparing business plans for filing with and approval by
all regulatory agencies. We have filed numerous business plans with the FDIC, the OTS, the FRB and
numerous state regulatory agencies in connection with stock offerings, all of which have been
approved.
The Banks Plan will be based on the format indicated in the attached Exhibit A. We will
prepare the three-year pro formas and each discussion section in accordance with regulatory
requirements and based on your input. Our objective is to ensure that the Banks Plan is in
compliance with all applicable requirements, and that management and directorate are knowledgeable
of and comfortable with the assumptions, commitments and projections contained in the Plan, making
the Plan useful for the future.
Exhibit B provides a sample set of pro formas. The Banks pro formas will incorporate the
most current interest rate projections available. Initially, we will request from the Bank key
financial information, including the most recent Call Reports as of March 31, 2010, and December
31, 2009, investment portfolio mix, loan and deposit characteristics and mix, historical and
current yields and costs, recent lending and savings activity, interest rate risk reports, the
existing business/strategic
Mr. Timothy K. Zimmerman
April 29, 2010
April 29, 2010
Page 2
plan and other data from the Bank. Based on a review of that material, we will schedule a
meeting with management to discuss the Banks three year plans and expectations through March 31,
2013, focusing on such items as use of conversion proceeds, deposit and loan growth expectations,
new products and services, changes in allowances for loan losses, capital expenditures, increases
in fixed assets, investment strategy, expansion and branch plans, overhead expenses, board and
committee fees, compensation and staffing, and other budgetary items. We will then prepare initial
financial projections tying the beginning balances to the Banks March 31, 2010, Call report,
incorporating the Banks current yields on interest-earning assets and costs of interest-bearing
liabilities. Assets and liabilities will be repriced based on their respective maturities, with
such items tied to rate indices and their yields and costs adjusting based on current and projected
interest rate trends.
The projections will recognize the Banks actual performance in 2009 and the first quarter of
2010 in conjunction with the input from discussions with management. We can introduce numerous
scenarios for internal use as part of the preparation of the Plan to show the impact of alternative
strategies and the impact of proceeds at other levels than the valuation midpoint, as required by
the regulators.
With each set of pro formas, we will send the Bank a detailed discussion summary of the
assumptions for review and comment. After your review of the pro formas, we will make any
adjustments that are requested. When the pro formas are complete, we will combine the Plan text
with the final pro forma financial statements for filing with the regulators.
We will complete each text section of the Plan in draft form for your review, and revise each
section based on managements comments and requests. We will also send a copy to your conversion
counsel for their input and comments. The Plan will be in full compliance with all regulatory
requirements. On a complimentary basis following the stock offering, we will also prepare a
quarterly comparison chart each quarter for presentation to the board, showing the quarterly
variances in actual performance relative to projections and provide comments on the variances.
For its services in preparing the Plan text and financial projections, Kellers fee will be
$35,000, plus out-of-pocket expenses not to exceed $2,000. Upon the acceptance of this proposal,
Keller will be paid a retainer of $5,000 to be applied to the total fee of $35,000, the balance of
which will be payable at the time of the completion of the Plan.
This proposal will be considered accepted upon the execution of this agreement and the return
of one executed counterpart to Keller, accompanied by the specified retainer.
Mr. Timothy K. Zimmerman
April 29, 2010
April 29, 2010
Page 3
We appreciate the opportunity to work with you on this transaction.
Sincerely, KELLER & COMPANY, INC. |
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/s/ John A. Shaffer | ||||
John A. Shaffer | ||||
Vice President | ||||
Accepted this 6th day of May, 2010.
/s/ Timothy K. Zimmerman | ||||
Timothy K. Zimmerman | ||||
Chief Executive Officer | ||||