Exhibit 99.3

 

 

CONVERSION VALUATION APPRAISAL REPORT

 

Prepared for:

 

Community Savings Bancorp, Inc.

Caldwell, Ohio

 

 

As Of:

August 24, 2016

 

Prepared By:

 

Keller & Company, Inc.

555 Metro Place North

Suite 524

Dublin, Ohio 43017

(614) 766-1426

 

KELLER & COMPANY

 

 

KELLER & COMPANY, INC.

FINANCIAL INSTITUTION CONSULTANTS

555 METRO PLACE NORTH

SUITE 524

DUBLIN, OHIO 43017

 

 

(614) 766-1426         (614) 766-1459 FAX

 

August 25, 2016

 

Boards of Directors

Community Savings Bancorp, Inc.

Community Savings

425 Main Street

Caldwell, Ohio 43724

 

To the Boards:

 

We hereby submit our independent appraisal of the pro forma market value of the to be issued stock of the Community Savings Bancorp, Inc. (the “Corporation”) which is the holding company of Community Savings (“Community” or the “Bank”), Caldwell, Ohio. Such stock is to be issued in connection with the application by the Corporation to complete a stock offering, with the Corporation to own 100 percent of the stock of the Bank. This appraisal, as of August 24, 2016, was prepared and provided to the Bank in accordance with the regulatory appraisal requirements and regulations.

 

Keller & Company, Inc. is an independent, financial institution consulting firm that serves both thrift institutions and banks throughout the U.S. The firm is a full-service consulting organization, as described in more detail in Exhibit A, specializing in business and strategic plans, stock valuations, conversion and reorganization appraisals, market studies and fairness opinions for thrift institutions and banks. The firm has affirmed its independence in this transaction with the preparation of its Affidavit of Independence, a copy of which is included as Exhibit C.

 

·

Our appraisal is based on the assumption that the data provided to us by Community and the material provided to us by the independent auditor, Suttle Stalnaker PLLC, are both accurate and complete. We did not verify the financial statements provided to us, nor did we conduct independent valuations of the Bank's assets and liabilities. We have also used information from other public sources, but we cannot assure the accuracy of such material.

 

In the preparation of this appraisal, we held discussions with the management of Community, with the law firm of Luse Gorman Pomerenk & Schick, PC, Washington, D.C., the Bank's conversion counsel, and with Suttle Stalnaker PLLC, the Bank’s outside auditor. Further, we viewed the Bank's local economy and primary market area and also reviewed the Bank's most recent Business Plan as part of our review process.

 

 

The Boards of Directors

Community Savings Bancorp, Inc.

Community Savings

August 25, 2016

Page 2

 

This valuation must not be considered to be a recommendation as to the purchase of stock in the Corporation, and we can provide no guarantee or assurance that any person who purchases shares of the Corporation's stock will be able to later sell such shares at a price equivalent to the price designated in this appraisal.

 

Our valuation will be further updated as required and will give consideration to any new developments in Community’s operations that have an impact on the results of operations or financial condition. Further, we will give consideration to any changes in general market conditions and to specific changes in the market for publicly traded thrift institutions. Based on the material impact of any such changes on the pro forma market value of the Corporation as determined by this firm, we will make necessary adjustments to the Corporation's appraised value in an appraisal update.

 

It is our opinion that as of August 24, 2016, the pro forma market value or appraised value of the Corporation is $4,600,000 at the midpoint, representing 460,000 shares at $10 per share. The pro forma valuation range of the Corporation is from a minimum of $3,910,000 to a maximum of $5,290,000, with a maximum, as adjusted, of $6,083,500, representing 391,000 shares, 529,000 shares and 608,350 shares at $10 per share at the minimum, maximum, and maximum, as adjusted, respectively.

 

The pro forma appraised value of Community Savings Bancorp, Inc., as of August 24, 2016, is $4,600,000, at the midpoint.

 

Very truly yours,

 

KELLER & COMPANY, INC.

 

 

 

 

 

CONVERSION VALUATION APPRAISAL REPORT

 

Prepared for:

 

Community Savings Bancorp, Inc.

Caldwell, Ohio

 

 

As Of:

August 24, 2016

 

 

TABLE OF CONTENTS

 

		PAGE
INTRODUCTION		1
I.	Description of Community Savings Bank
	General	4
	Performance Overview	8
	Income and Expense	10
	Yields and Costs	14
	Interest Rate Sensitivity	15
	Lending Activities	17
	Nonperforming Assets	20
	Investments	24
	Deposit Activities	25
	Borrowings	25
	Subsidiaries	26
	Office Properties	26
	Management	26
II.	Description of Primary Market Area	27
III.	Comparable Group Selection
	Introduction	33
	General Parameters
	Merger/Acquisition	35
	Trading Exchange	35
	IPO Date	35
	Geographic Location	35
	Asset Size	36
	Balance Sheet Parameters
	Introduction	38
	Cash and Investments to Assets	38
	Mortgage-Backed Securities to Assets	39
	One- to Four-Family Loans to Assets	39
	Total Net Loans to Assets	40
	Total Net Loans and Mortgage-Backed Securities to Assets	40
	Borrowed Funds to Assets	41
	Equity to Assets	41
	Performance Parameters
	Introduction	42

 

 

TABLE OF CONTENTS (cont.)

 

		PAGE
III.	Comparable Group Selection (cont.)
	Performance Parameters (cont.)
	Return on Average Assets	42
	Return on Average Equity	43
	Net Interest Margin	43
	Operating Expenses to Assets	44
	Noninterest Income to Assets	44
	Asset Quality Parameters
	Introduction	44
	Nonperforming Assets to Total Assets	45
	Repossessed Assets to Assets	45
	Loan Loss Reserve to Assets	46
	The Comparable Group	46
IV.	Analysis of Financial Performance	47
V.	Market Value Adjustments
	Earnings Performance	50
	Market Area	55
	Financial Condition	56
	Asset, Loan and Deposit Growth	59
	Dividend Payments	60
	Subscription Interest	61
	Liquidity of Stock	62
	Management	62
	Marketing of the Issue	64
VI.	Valuation Methods
	Introduction	65
	Price to Book Value Method	66
	Price to Earnings Method	68
	Price to Assets Method	68
	Valuation Conclusion	69

 

  

LIST OF EXHIBITS

 

NUMERICAL		PAGE
EXHIBITS
1	Balance Sheets at June 30, 2016	71
2	Balance Sheets at June 30, 2012 through 2015	72
3	Statement of Operations for the Year Ended June 30, 2016	73
4	Statements of Operations for the Years Ended June 30, 2012 through 2015	74
5	Selected Financial Informati6n	75
6	Income and Expense Trends	76
7	Normalized or Core Earnings	77
8	Performance Indicators	78
9	Volume/Rate Analysis	79
10	Yield and Cost Trends	80
11	Net Portfolio Value	81
12	Loan Portfolio Composition	82
13	Loan Maturity Schedule	83
14	Loan Originations and Purchases	84
15	Delinquent Loans	85
16	Nonperforming Assets	86
17	Classified Assets	87
18	Allowance for Loan Losses	88
19	Investment Portfolio Composition	89
20	Mix of Deposits	90
21	Certificates of Deposit by Rate and Maturity	91
22	Borrowed Funds Activity	92
23	Offices of Community Savings Bank	93
24	Management of the Bank	94
25	Key Demographic Data and Trends	95
26	Key Housing Data	96
27	Major Sources of Employment	97
28	Unemployment Rates	98
29	Market Share of Deposits	99
30	National Interest Rates by Quarter	100

 

 

LIST OF EXHIBITS (cont.)

 

NUMERICAL		PAGE
EXHIBITS
31	Thrift Share Data and Pricing Ratios	101
32	Key Financial Data and Ratios	108
33	Recently Converted Thrift Institutions	115
34	Acquisitions and Pending Acquisitions	116
35	Balance Sheets Parameters - Comparable Group Selection	117
36	Operating Performance and Asset Quality Parameters - Comparable Group Selection	119
37	Balance Sheet Ratios Final Comparable Group	121
38	Operating Performance and Asset Quality Ratios Final Comparable Group	122
39	Balance Sheet Totals - Final Comparable Group	123
40	Balance Sheet - Asset Composition Most Recent Quarter	124
41	Balance Sheet - Liability and Equity Most Recent Quarter	125
42	Income and Expense Comparison Trailing Four Quarters	126
43	Income and Expense Comparison as a Percent of Average Assets - Trailing Four Quarters	127
44	Yields, Costs and Earnings Ratios Trailing Four Quarters	128
45	Reserves and Supplemental Data	129
46	Valuation Analysis and Conclusions	130
47	Comparable Group Market, Pricings and Financial Ratios - Stock Prices as of August 24, 2016	131
48	Pro Forma Effects of Conversion Proceeds - Minimum	132
49	Pro Forma Effects of Conversion Proceeds - Midpoint	133
50	Pro Forma Effects of Conversion Proceeds - Maximum	134
51	Pro Forma Effects of Conversion Proceeds - Maximum, as Adjusted	135
52	Summary of Valuation Premium or Discount	136

 

 

ALPHABETICAL EXHIBITS		PAGE
A	Background and Qualifications	137
B	RB 20 Certification	141
C	Affidavit of Independence	142

 

 

INTRODUCTION

 

Keller & Company, Inc. is an independent appraisal firm for financial institutions and has prepared this Conversion Valuation Appraisal Report ("Report") to provide the pro forma market value of the to-be-issued common stock of Community Savings Bancorp, Inc. (the “Corporation”), a Maryland corporation, which will be formed as part of the conversion to own all of the to-be-issued shares of common stock of Community Savings (“Community” or the “Bank”), Caldwell, Ohio. The shares of common stock are to be issued in connection with the Bank’s Application for Approval of Conversion from a federal-chartered mutual savings and loan association to a federal-chartered stock savings and loan association.

 

The Application is being filed with the Office of the Comptroller of the Currency (“OCC”) and the Securities and Exchange Commission ("SEC"). Such Application for Conversion has been reviewed by us, including the Prospectus and related documents, and discussed with the Bank’s management and the Bank’s conversion counsel, Luse Gorman Pomerenk & Schick, PC, Washington, D.C.

 

This conversion appraisal was prepared based on the guidelines used by the OCC entitled “Guidelines for Appraisal Reports for the Valuation of Savings Institutions Converting from the Mutual to Stock Form of Organization,” in accordance with the OCC application requirements and the Revised Guidelines for Appraisal Reports and represents a full appraisal report. The Report provides detailed exhibits based on the Revised Guidelines and a discussion on each of the factors that need to be considered. Our valuation will be updated in accordance with the Revised Guidelines and will consider any changes in market conditions for thrift institutions.

 

The pro forma market value is defined as the price at which the stock of the Corporation after conversion would change hands between a typical willing buyer and a typical willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, and with both parties having reasonable knowledge of relevant facts in an arm's-length

 

 

Introduction (cont.)

 

transaction. The appraisal assumes the Bank is a going concern and that the shares issued by the Corporation in the conversion are sold in noncontrol blocks.

 

As part of our appraisal procedure, we have reviewed the audited financial statements for the five fiscal years ended June 30, 2012 through 2016, and discussed them with Community’s management and with Community’s independent auditors, Suttle Stalnaker PLLC, Wheeling, West Virginia. We have also discussed and reviewed with management other financial matters and have reviewed internal projections. We have reviewed the Corporation's preliminary Form AC and discussed it with management and with the Bank’s conversion counsel.

 

To gain insight into the Bank’s local market condition, we have visited Community’s main office and branch and have traveled the surrounding area. We have studied the economic and demographic characteristics of the primary market area, and analyzed the Bank’s primary market area relative to Ohio and the United States. We have also examined the competitive market within which Community operates, giving consideration to the area's numerous financial institution offices, mortgage banking offices, and credit union offices and other key market area characteristics, both positive and negative.

 

We have given consideration to the market conditions for securities in general and for publicly traded thrift stocks in particular. We have examined the performance of selected publicly traded thrift institutions and compared the performance of Community to those selected institutions.

 

Our valuation is not intended to represent and must not be interpreted to be a recommendation of any kind as to the desirability of purchasing the to-be-outstanding shares of common stock of the Corporation. Giving consideration to the fact that this appraisal is based on numerous factors that can change over time, we can provide no assurance that any person who purchases the stock of the Corporation in this mutual-to-stock conversion will subsequently be

 

 

Introduction (cont.)

 

able to sell such shares at prices similar to the pro forma market value of the Corporation as determined in this conversion appraisal.

 

 

I.

DESCRIPTION OF COMMUNITY SAVINGS

 

GENERAL

 

Community was organized in 1885 as a state-chartered mutual savings and loan association with the name The Caldwell Building and Loan Company, later changing its name to The Caldwell Savings and Loan Company. The Bank subsequently converted to a federal-chartered savings and loan association and changed its name to Community Savings.

 

Community conducts its business from its main office located in Caldwell, Ohio. The Bank’s primary retail market area is focused on Caldwell, while the Bank’s lending market extends into the surrounding Noble and Washington Counties in Ohio and Wood County in West Virginia. The Bank has no loan production offices.

 

Community’s deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation ("FDIC") in the Bank Insurance Fund ("BIF"). The Bank is also subject to certain reserve requirements of the Board of Governors of the Federal Reserve Bank (the "FRB"). Community is a member of the Federal Home Loan Bank (the "FHLB") of Cincinnati and is regulated by the OCC. As of June 30, 2016, Community had assets of $54,279,000, deposits of $40,102,000 and equity of $6,655,000.

 

Community has been principally engaged in the business of serving the financial needs of the public in its local communities and throughout its primary market area as a community-oriented institution. Community has been most active in the origination of one- to four-family loans, which represented 82.4 percent of its loan originations during the fiscal year ended June 30, 2016. One- to four-family loan originations represented a larger 92.6 percent of loan originations during the year ended June 30, 2015. At June 30, 2016, 70.5 percent of the Bank’s gross loans consisted of residential real estate loans on one- to four-family dwellings, compared to a larger 79.0 percent at June 30, 2015, with the primary sources of funds being retail deposits from residents in its local communities and to a much lesser extent, FHLB advances. The Bank is also an originator of multi-family loans, commercial real estate loans, home equity loans,

 

 

General (cont.)

 

and consumer loans. Consumer loans include auto loans, boat loans, loans on deposit accounts and other secured and unsecured personal loans.

 

The Bank had cash and investments of $19.8 million, or 36.6 percent of its assets, excluding FHLB stock which totaled $915,000 or 1.7 percent of assets at June 30, 2016. Deposits, principal payments, loan sales, FHLB advances and equity have been the primary sources of funds for the Bank’s lending and investment activities.

 

The total amount of stock to be sold in the stock conversion will be $4.6 million or 460,000 shares at $10 per share based on the midpoint of the appraised value of $4.6 million. The net conversion proceeds will be $3.4 million, reflecting conversion expenses of approximately $1.2 million. The actual cash proceeds to the Bank of $2.1 million will represent 62.2 percent of the net conversion proceeds at the midpoint. The ESOP will represent 8.00 percent of the gross shares issued or 36,800 shares at $10 per share, representing $368,000. The Bank’s net proceeds will be used to fund new loans and to invest in securities following their initial deployment to short term investments. The Bank may also use the proceeds to expand services, expand operations, diversify into other businesses, or for any other purposes authorized by law. The Corporation will use its proceeds to fund the ESOP or to purchase short-and intermediate-term government or federal agency securities.

 

The Bank has experienced a moderate deposit decrease of $12.8 million over the past four fiscal years, with deposits decreasing 24.1 percent from June 30, 2012, to June 30, 2016, or an average of 6.0 percent per year, impacted by the sale of its two branch offices in Cambridge in 2016, with a combined $15.1 million in deposits. From June 30, 2015, to June 30, 2016, deposits decreased by $17.8 million or 30.7 percent, compared to a decrease of 8.7 percent in fiscal 2015.

 

The Bank experienced a decrease in its loan portfolio during the previous four years of 2012 to 2015, while focusing on maintaining its favorable asset quality position, on maintaining

 

 

General (cont.)

 

its net interest margin and on maintaining a reasonable equity to assets ratio. Then in 2016, the Bank focused on renewing its loan growth and monitoring its decrease in deposits. Equity to assets increased from 9.71 percent of assets at June 30, 2012, to 12.26 percent at June 30, 2016, due primarily to the Bank’s gains on the sale of its branches in 2016, partially enhanced by the Bank’s shrinkage in assets in 2016.

 

The primary lending strategy of Community has been to focus on the origination of adjustable-rate and fixed-rate one-to four-family mortgage loans, the origination of commercial real estate and multi-family loans, the origination of home equity loans and the origination of consumer loans.

 

The Bank’s share of one- to four-family mortgage loans has decreased modestly from 79.0 percent of gross loans at June 30, 2015, to 70.5 percent as of June 30, 2016. Commercial real estate and multi-family loans increased from 2.3 percent of loans to 5.0 percent of loans, and home equity loans decreased from 11.5 percent of loans to 10.1 percent from June 30, 2015, to June 30, 2016. All types of real estate loans as a group decreased modestly from 92.8 percent of gross loans at June 30, 2015, to 85.7 percent at June 30, 2016. The decrease in real estate loans was offset by the Bank’s increase in consumer loans. The Bank’s share of consumer loans witnessed an increase in their share of loans from 7.2 percent at June 30, 2015, to 14.3 percent at June 30, 2016.

 

Management's internal strategy has also included continued emphasis on maintaining an adequate and appropriate level of allowance for loan losses relative to loans and nonperforming assets in recognition of the more stringent requirements within the industry to establish and maintain a higher level of general valuation allowances and also in recognition of the Bank’s level of nonperforming assets. At June 30, 2015, Community had $288,000 in its loan loss allowance or 1.08 percent of gross loans, and 91.4 percent of nonperforming loans with the loan loss allowance decreasing to $253,000 and representing a lower 0.77 percent of gross loans and a lower 78.1 percent of nonperforming loans at June 30, 2016.

 

 

General (cont.)

 

The basis of earnings for the Bank has been interest income from loans and investments with the net interest margin being the key determinant of net earnings with a continued emphasis on strengthening noninterest income and controlling noninterest expenses. With a primary dependence on net interest margin for earnings, current management will focus on striving to strengthen the Bank’s net interest margin without undertaking excessive credit risk combined with controlling the Bank’s interest risk position and increasing noninterest income, controlling nonperforming assets, and reducing noninterest expenses.

 

 

PERFORMANCE OVERVIEW

 

The financial position of Community at fiscal year end June 30, 2012, through June 30, 2016, is shown in Exhibits 1 and 2, and the earnings performance of Community for the fiscal years 2012 through 2016 is shown in Exhibits 3 and 4. Exhibit 5 provides selected financial data at June 30, 2015 and 2016. Community has experienced a rise in its loan portfolio, a decrease in its asset base, a decrease in cash and investments, and a decrease in deposits from 2015 to 2016, with the decreases in 2016 impacted by the Bank’s sale of its two branches in July 2015.

 

With regard to the Bank’s historical financial condition, Community has experienced a modest decrease in assets from June 30, 2014, to June 30, 2015, with a modest decrease in loans, a moderate decrease in deposits and a modest increase in the dollar level of equity over the prior year. Then from June 30, 2015, to June 30, 2016, Community experienced moderate growth in loans, a sizeable decrease in deposits and assets, a decrease in cash and investments, and a moderate increase in equity, impacted by the Bank’s sale of its two branches.

 

The Bank witnessed a decrease in assets of $10.7 million or 16.4 percent and a decrease in deposits of $17.8 million or 30.7 percent for the period of June 30, 2015, to June 30, 2016. Over the past four fiscal periods, the Bank experienced its largest dollar decrease in assets of $10.7 million in fiscal year 2016, due primarily to a $12.4 million decrease in cash and investments, with a $17.8 million decrease in deposits and a $6.3 million increase in FHLB advances. During the same period, the Bank experienced its largest increase in assets in 2013 of $5.8 million or 8.9 percent due primarily to a $6.3 million increase in cash and investments or 21.9 percent, funded by a $9.8 million increase in deposits or 18.5 percent.

 

Community’s net loan portfolio, which includes mortgage loans and nonmortgage loans, increased from $29.0 million at June 30, 2015, to $32.6 million at June 30, 2016, and represented a total increase of $3.6 million, or 12.4 percent.

 

 

Performance Overview (cont.)

 

Community has obtained funds through deposits and FHLB advances with a moderate use of FHLB advances totaling $7.3 million at June 30, 2016. The Bank’s competitive rates for deposits in its local market in conjunction with its focus on service have been the sources for competing for retail deposits. Deposits decreased $5.5 million or 8.7 percent from fiscal 2014 to 2015.

 

The Bank witnessed an increase in its dollar equity level from 2015 to 2016, impacted by the gains on the sale of its two branches. At June 30, 2015, the Bank had an equity level of $5.8 million, representing an 8.90 percent equity to assets ratio and increased to $6.7 million at June 30, 2016, representing a higher 12.26 percent equity to assets ratio.

 

The overall increase in the equity to assets ratio from June 30, 2015, to June 30, 2016, was the result of the Bank’s gains on branch sales in 2016. The dollar level of equity increased 15.5 percent from June 30, 2015, to June 30, 2016.

 

 

INCOME AND EXPENSE

 

Exhibit 6 presents selected operating data for Community. This table provides key income and expense figures in dollars for the fiscal years of 2015 and 2016.

 

Community witnessed a modest decrease in its dollar level of interest income from fiscal 2015 to fiscal 2016. Interest income was $2.04 million in 2015 and a lower $1.79 million in 2016. The Bank’s interest expense also experienced a decrease from fiscal year 2015 to 2016. Interest expense decreased from $315,000 in 2015 to $214,000 in 2016, representing a decrease of $101,000 or 32.1 percent. Interest income decreased a larger $241,000 or 11.8 percent. Such decrease in interest income from 2015 to 2016, notwithstanding the smaller dollar decrease in interest expense, resulted in a dollar decrease in annual net interest income but an increase in net interest margin due to the decrease in assets.

 

The Bank did not recognize provisions for loan losses in either of the past two fiscal years of 2015 and 2016. The impact of no loan loss provisions has been to provide Community with a general valuation allowance of $254,000 at June 30, 2016, or 0.77 percent of gross loans and 78.1 percent of nonperforming loans.

 

Total other income or noninterest income indicated a significant increase in dollars from 2015 to 2016, due to gains on the sale of two branches. Noninterest income was $406,000 or 0.63 percent of assets in 2015, with no gains on sale of assets and a higher $1,098,000 in fiscal year 2016 or 2.02 percent of assets in 2016, including $810,000 in gains on the sale of two branch offices. Noninterest income normally consists primarily of service charges and other income.

 

The Bank’s general and administrative expenses or noninterest expenses decreased from $2.44 million for the fiscal year of 2015 to $1.98 million for the fiscal year ended June 30, 2016, representing a decrease of 18.9 percent and due primarily to the sale of the two branch offices.

 

 

Income and Expense (cont.)

 

On a percent of average assets basis, operating expenses decreased from 3.57 percent of average assets for the fiscal year ended June 30, 2015, to 3.50 percent for the fiscal year ended June 30, 2016.

 

The net earnings position of Community has indicated volatility in 2015 and 2016. The annual net income (loss) figures for the fiscal years of 2015 and 2016 were $(312,000) and $679,000, respectively, representing returns on average assets of (0.46) percent and 1.20 percent for fiscal years 2015, and 2016, respectively. The increase in ROAA in 2016 was due to the gains on the sale of branches.

 

Exhibit 7 provides the Bank’s normalized earnings or core earnings for the twelve months ended June 30, 2016. The Bank’s normalized earnings typically eliminate any nonrecurring income and expense items. There was one expense adjustment and one noninterest income adjustment, resulting in the normalized income being less than actual income for the twelve months ended June 30, 2016, and equal to net income of $76,000. The core expense adjustment was a reduction in professional fees of $185,000, and the core noninterest income adjustment was a reduction in the gain on the sale of branches of $810,000.

 

The key performance indicators comprised of selected performance ratios, asset quality ratios and capital ratios are shown in Exhibit 8 to reflect the results of performance. The Bank’s return on average assets changed from (0.46) percent in fiscal year 2015, to 1.20 percent in 2016, with the higher earnings in 2016 due to the Bank’s gain on the sale of branches.

 

The Bank’s net interest rate spread was 2.64 percent in 2015 and a higher 2.84 percent in 2016. The Bank’s net interest margin also indicated a slightly rising trend, increasing from 2.77 percent in 2015 to 2.95 percent in 2016. Community’s net interest margin increased 18 basis points from 2015 to 2016.

 

 

Income and Expense (cont.)

 

The Bank’s return on average equity improved from 2015 to 2016. The return on average equity improved from (5.21) percent in 2015, to 10.39 percent in 2016, due to the gains on the sale of branches in 2016.

 

Community’s ratio of average interest-earning assets to interest-bearing liabilities increased modestly from 121.80 percent at June 30, 2015, to 125.60 percent at

June 30, 2016. The Bank’s overall increase in its ratio of interest-earning assets to interest-bearing liabilities is the result of the Bank’s decrease in interest-bearing deposits related to the branch sale.

 

The Bank’s ratio of noninterest expenses to average assets decreased from 3.57 percent in fiscal year 2015 to 3.50 percent in fiscal year 2016, due to the sale of two branches. Another key noninterest expense ratio reflecting efficiency of operation is the ratio of noninterest expenses to noninterest income plus net interest income referred to as the "efficiency ratio." The industry norm is 56.3 percent for all thrifts and 80.9 percent for thrifts with assets of less than $100.0 million, with the lower the ratio indicating higher efficiency. The Bank has been characterized with a moderately lower level of efficiency historically reflected in its higher efficiency ratio, which decreased from 114.68 percent in 2015 to 73.82 percent in 2016.

 

Earnings performance can be affected by an institution's asset quality position. The ratio of nonperforming loans to total loans is a key indicator of asset quality. Community witnessed a slight decrease in its nonperforming loans ratio from 2015 to 2016, and the ratio is currently similar to the industry norm. Nonperforming loans, by definition, consist of loans delinquent 90 days or more, troubled debt restructurings that have not been performing for at least three months, and nonaccruing loans. Community’s nonperforming loans consisted entirely of nonaccrual loans. The ratio of nonperforming loans to total loans was 0.99 percent at June 30, 2016, decreasing from 1.08 percent at June 30, 2015. The Bank’s ratio of nonperforming assets to total assets was a lower 0.66 percent at June 30, 2016, but increasing from 0.60 percent at

June 30, 2015.

 

 

Income and Expense (cont.)

 

Two other indicators of asset quality are the Bank’s ratios of allowance for loan losses to total loans and also to nonperforming loans. The Bank’s allowance for loan losses was 0.99 percent of loans at June 30, 2015, and decreased to 0.77 percent at June 30, 2016. As a percentage of nonperforming loans, Community’s allowance for loan losses to nonperforming loans was 91.43 percent at June 30, 2015, and was a lower 78.09 percent at June 30, 2016.

 

Exhibit 9 provides the changes in net interest income due to rate and volume changes for the fiscal year 2016. For the year ended June 30, 2016, net interest income decreased $140,000, due to a decrease in interest income of $241,000, reduced by a $101,000 decrease in interest expense. The decrease in interest income was due to a decrease due to rate of $100,000 accented by a decrease due to volume of $141,000. The decrease in interest expense was due to a $110,000 decrease due to rate, reduced by a $9,000 increase due to volume.

 

 

YIELDS AND COSTS

 

The overview of yield and cost trends for the years ended June 30, 2015 and 2016, and at June 30, 2016, can be seen in Exhibit 10, which offers a summary of key yields on interest-earning assets and costs of interest-bearing liabilities.

 

Community’s weighted average yield on its loan portfolio decreased 40 basis points from fiscal year 2015 to 2016, from 4.86 percent to 4.46 percent and then increased 14 basis points to 4.60 percent at June 30, 2016. The yield on investment securities decreased 19 basis points from 2.14 percent in 2015 to 1.95 percent in fiscal year 2016, and then increased to 2.44 percent at June 30, 2016. The yield on other interest-earning assets increased 41 basis points from fiscal year 2015 to 2016, from 1.12 percent to 1.53 percent, and then increased 21 basis points to 1.74 percent at June 30, 2016. The combined weighted average yield on all interest-earning assets increased 8 basis points from 3.27 percent in fiscal year 2015 to 3.35 percent in fiscal year 2016, and then increased to 3.72 percent at June 30, 2016.

 

Community’s weighted average cost of interest-bearing liabilities decreased 12 basis points to 0.51 percent from fiscal year 2015 to 2016, which was less than the Bank’s 8 basis point increase in yield, resulting in an increase in the Bank’s net interest rate spread of 20 basis point from 2.64 percent to 2.84 percent from 2015 to 2016. Then the Bank’s interest rate spread increased 38 basis points to 3.22 percent at June 30, 2016. The Bank’s net interest margin increased from 2.77 percent in fiscal year 2015 to 2.95 percent in fiscal year 2016, representing an increase of 18 basis points.

 

The Bank’s ratio of average interest-earning assets to interest-bearing liabilities increased from 123.81 percent for the year ended June 30, 2015, to 126.73 percent for the year ended June 30, 2016.

 

 

INTEREST RATE SENSITIVITY

 

Community has monitored its interest rate sensitivity position and focused on maintaining a reasonable level of interest rate risk exposure by maintaining a modest share of adjustable-rate residential mortgage loans and construction loans, and modest shares of shorter term commercial real estate and multi family loans and consumer loans to offset its higher share of fixed-rate residential mortgage loans. Community recognizes the thrift industry’s historically higher interest rate risk exposure, which caused a negative impact on earnings and economic value of equity in the past as a result of significant fluctuations in interest rates, specifically rising rates in the past. Such exposure was due to the disparate rate of maturity and/or repricing of assets relative to liabilities commonly referred to as an institution’s “gap.” The larger an institution’s gap, the greater the risk (interest rate risk) of earnings loss due to a decrease in net interest margin and a decrease in economic value of equity or portfolio loss. In response to the potential impact of interest rate volatility and negative earnings impact, many institutions have taken steps to reduce their gap position. This frequently results in a decline in the institution’s net interest margin and overall earnings performance. Community has responded to the interest rate sensitivity issue by controlling its share of fixed-rate one- to four-family loans.

 

The Bank measures its interest rate risk through the use of its net portfolio value of equity (“NPV”) of the expected cash flows from interest-earning assets and interest-bearing liabilities and any off-balance sheets contracts. The NPV for the Bank is calculated on a quarterly basis by an outside firm, showing the Bank’s NPV to asset ratio, the dollar change in NPV, and the change in the NPV ratio for the Bank under rising and falling interest rates. Such changes in the NPV ratio under changing rates are reflective of the Bank’s interest rate risk exposure.

 

There are numerous factors which have a measurable influence on interest rate sensitivity in addition to changing interest rates. Such key factors to consider when analyzing interest rate sensitivity include the loan payoff schedule, accelerated principal payments, deposit maturities, interest rate caps on adjustable-rate mortgage loans and deposit withdrawals.

 

 

Interest Rate Sensitivity (cont.)

 

Exhibit 11 provides the Bank’s NPV levels and ratios as of June 30, 2016, based on the most recent calculations and reflects the changes in the Bank’s NPV levels under rising and declining interest rates.

 

The Bank’s change in its NPV level at June 30, 2016, based on a rise in interest rates of 100 basis points was a 4.03 percent decrease, representing a dollar decrease in equity value of $367,000. In contrast, based on a decline in interest rates of 100 basis points, the Bank’s NPV level was estimated to increase 0.07 percent or $6,500 at June 30, 2016. The Bank’s exposure increases to a 10.28 percent decrease under a 200 basis point rise in rates, representing a dollar decrease in equity of $936,000. The Bank’s exposure is not reasonably measurable based on a 200 basis point decrease in interest rates, due to the currently low level of interest rates.

 

The Bank’s post shock NPV ratio based on a 200 basis point rise in interest rates is 15.26 percent and indicates an 89 basis point decrease from its 16.15 percent based on no change in interest rates.

 

The Bank is aware of its interest rate risk exposure under rapidly rising rates and falling rates. Due to Community’s recognition of the need to control its interest rate exposure, the Bank has pursued the origination of adjustable-rate loans. The Bank plans to increase its lending activity in the future and continue to maintain a modest share of adjustable-rate loans. The Bank will also continue to focus on strengthening its NPV ratio, recognizing the planned conversion and stock offering will strengthen the Bank’s equity level and NPV ratio, based on any change in interest rates.

 

 

LENDING ACTIVITIES

 

Community has focused its lending activity on the origination of conventional mortgage loans secured by one- to four-family dwellings, commercial real estate and multi-family loans and consumer loans. Exhibit 12 provides a summary of Community’s loan portfolio by loan type at June 30, 2015 and 2016.

 

The primary loan type for Community has been residential loans secured by one- to four-family dwellings, representing a strong 70.5 percent of the Bank’s gross loans as of June 30, 2016. This share of loans has seen a modest decrease from 79.0 percent at June 30, 2015. The second largest real estate loan type as of June 30, 2016, was home equity loans, which comprised a relatively strong 10.1 percent of gross loans at June 30, 2016, compared to 11.5 percent as of June 30, 2015. The third largest real estate loan type was combined commercial real estate and multi-family loans, which comprised a modest 5.0 percent of gross loans at June 30, 2016, compared to a smaller 2.3 percent at June 30, 2016. These three real estate loan categories represented a strong 85.6 percent of gross loans at June 30, 2016, compared to a larger 92.4 percent of gross loans at June 30, 2015.

 

The consumer loan category was the second largest loan category at June 30, 2016, and represented a moderate $4.7 million or 14.3 percent of gross loans compared to 7.2 percent at June 30, 2015. Consumer loans were the third largest loan category at June 30, 2015. The Bank’s consumer loans include automobile and boat loans, savings account loans, and other secured and unsecured loans. The overall mix of loans has witnessed a moderate change from June 30, 2015, to June 30, 2016, with the Bank having increased its share of commercial real estate and multi-family loans and consumer loans to offset its decrease in one- to four-family loans.

 

 

Lending Activities (cont.)

 

The emphasis of Community’s lending activity is the origination of conventional mortgage loans secured by one- to four-family residences. Such residences are located primarily in Noble and Washington Counties in Ohio and Wood County in West Virginia. At June 30, 2016, 68.8 percent of Community’s gross loans consisted of loans secured by one- to four-family residential properties.

 

The Bank offers two types of adjustable-rate mortgage loans, ("ARMs") with adjustment periods of five years and seven years. The interest rates on ARMs are generally indexed to the weekly average yield on U.S. Treasury rate securities adjusted to a constant maturity of one year. ARMs have a maximum rate adjustment of 2.0 percent at each adjustment period and 6.0 percent for the life of the loan. Rate adjustments are computed by adding a stated margin to the index, the U.S. Treasury securities rate. The Bank retains all ARMs which it originates. The majority of ARMs have terms of up to 30 years, which is the maximum term offered, with some loans having terms of 15 and 20 years.

 

The Bank’s one- to four-family mortgage loans remain outstanding for shorter periods than their contractual terms, because borrowers have the right to refinance or prepay. These mortgage loans contain “due on sale” clauses which permit the Bank to accelerate the indebtedness of the loan upon transfer of ownership of the mortgage property.

 

The Bank’s other key mortgage loan product is a fixed-rate mortgage loan with Community’s fixed-rate mortgage loans having terms of 15 years, 20 years and 30 years. Fixed-rate mortgage loans have a maximum term of 30 years. The Bank’s fixed-rate and adjustable rate mortgage loans normally conform to the maximum loan limits.

 

The normal loan-to-value ratio for conventional mortgage loans to purchase or refinance one-to four-family dwellings generally does not exceed 80 percent at Community, even though the Bank is permitted to make loans up to a 95.0 percent loan-to-value ratio. While the

 

 

Lending Activities (cont.)

 

Bank does make loans up to 95.0 percent of loan-to-value, the Bank requires private mortgage insurance for the amount in excess of the 80.0 percent loan-to-value ratio for fixed-rate loans and adjustable-rate loans. Mortgage loans originated by the Bank include due-on-sale clauses enabling the Bank to adjust rates on fixed-rate loans in the event the borrower transfers ownership. The Bank also requires an escrow account for insurance and taxes on conventional

one-to four family mortgage loans.

 

Community has also been an originator of adjustable-rate and fixed-rate commercial real estate loans and multi-family loans in the past and will continue to make multi-family and commercial real estate loans. The Bank had a total of $1.6 million in commercial real estate and multi-family loans combined at June 30, 2016, or 5.0 percent of gross loans, compared to a smaller $675,000 and a smaller 2.3 percent of gross loans at June 30, 2015.

 

The major portion of commercial real estate and multi-family loans are secured by apartment buildings, small retail establishments, office buildings, and other owner-occupied properties used for business. Most of the multi-family and commercial real estate loans are fully amortizing with an amortization period of 15 up to 20 years. The maximum loan-to-value ratio is normally 75.0 percent for commercial real estate loans and 80.0 percent for multi-family loans.

 

Community is also an originator of construction loans. Construction loans have a normal term of 12 months and provide for interest only payments during the construction phase. Upon completion of construction, the construction loans convert to a longer-term permanent mortgage loan. Construction loans have a normal loan-to-value ratio of 80.0 percent.

 

Community is also an originator of consumer loans, with these loans totaling only $4.7 million at June 30, 2016, and representing 14.3 percent of gross loans. Consumer loans primarily include automobile loans including indirect automobile loans, boat loans, share loans, and other secured and unsecured loans.

 

 

Lending Activities (cont.)

 

Exhibit 13 provides a loan maturity schedule and breakdown and summary of Community’s fixed- and adjustable-rate loans, indicating a majority of fixed-rate loans. At June 30, 2016, 23.3 percent of the Bank’s loans due after June 30, 2017, were adjustable- rate and 76.7 percent were fixed-rate. At June 30, 2016, the Bank had 0.2 percent of its loans due on or before June 30, 2017, or in one year or less, with 6.9 percent due by June 30, 2021, or in one to five years. The Bank had a moderate 46.4 percent of its loans with a maturity of more than 15 years.

 

As indicated in Exhibit 14, Community experienced a modest decrease in its one- to four-family loan originations and total loan originations from fiscal year 2015 to 2016. Total loan originations in fiscal year 2015 were $6.4 million compared to a slightly smaller $6.3 million in fiscal year 2016, reflective of the lower level of one- to four-family loans originated, decreasing from $5.9 million to $5.2 million. The decrease in one- to-four-family loan originations from 2015 to 2016 of $706,000 represented 10.4 times the Bank’s $68,000 aggregate decrease in total loan originations from 2015 to 2016, with home equity loans increasing $528,000. Consumer loans increased $110,000 from 2015 to 2016.

 

Overall, loan originations and purchases exceeded principal payments, charge-offs, loan repayments and other deductions in the year ended June 30, 2016, due to moderate activity in principal payments. In fiscal 2015, loan originations fell short of reductions by $1,689,000, impacted by $7.6 million in principal payments, and then exceeded reductions by $3.5 million in 2016, impacted by a lesser $2.8 million in principal payments in the year ended June 30, 2016.

 

NONPERFORMING ASSETS

 

Community understands asset quality risk and the direct relationship of such risk to delinquent loans and nonperforming assets, including real estate owned. The quality of assets has been a key concern to financial institutions throughout many regions of the country. A

 

 

Nonperforming Assets (cont.)

 

number of financial institutions have been dealt with higher levels of nonperforming assets over the past years and were forced to recognize significant losses, setting aside major valuation allowances.

 

A sharp increase in nonperforming assets has often been related to specific regions of the country and has frequently been associated with higher risk loans, including purchased commercial real estate loans and multi-family loans. Community has maintained a lower share of nonperforming assets and has experienced a slight decrease in its level of nonperforming assets, with nonperforming assets decreasing slightly in dollars in 2016 but increasing as a percent of assets.

 

Exhibit 15 provides a summary of Community’s delinquent loans at June 30, 2015 and 2016, indicating an overall increase in the dollar amount of delinquent loans from June 30, 2015, to June 30, 2016. The Bank had $209,000 in loans delinquent 30 to 89 days at June 30, 2016. Loans delinquent 90 days or more totaled $46,000 at June 30, 2016, with these two categories representing 0.78 percent of gross loans, with most of them one- to four-family real estate loans. At June 30, 2015, delinquent loans of 30 to 89 days totaled $16,000 or 0.05 percent of gross loans and loans delinquent 90 days or more totaled $166,000 or 0.57 percent of gross loans for a combined total of $182,000 and a share of 0.62 percent of gross loans, compared to a higher $255,000 and a higher 0.78 percent of gross loans at June 30, 2016.

 

It is normal procedure for Community’s board to review loans delinquent 90 days or more on a monthly basis, to assess their collectibility and possibly commence foreclosure proceedings. When a loan is delinquent 30 days, the Bank sends a default letter to the borrower giving the borrower 10 days to cure the delinquency. If the loan still remains delinquent following the 30-day letter, an additional letter is sent at approximately 45 days form the due date giving the borrower an additional 10 days to bring the loan current. If the loan is not made current by approximately 60 days from the due date, a demand letter is sent by regular and certified mail giving the borrower 30 days to cure the delinquency or foreclosure proceedings will begin. If

 

 

Nonperforming Assets (cont.)

 

the borrower fails to bring the loan current within 90 days form the due date or fails to make arrangements to make the loan current over a longer period of time, the matter is referred to legal counsel and foreclosure or other collection proceedings are instituted.

 

Exhibit 16 provides a summary of Community’s nonperforming assets at June 30, 2015 and 2016. Nonperforming assets, by definition, include loans 90 days or more past due, nonaccruing loans, troubled debt restructurings that have not performed, and repossessed assets. The Bank carried a lower dollar level of nonperforming assets at June 30, 2016, relative to June 30, 2015, but a higher percentage relative to assets due to the Bank’s decrease in assets. Community’s level of nonperforming assets was $389,000 at June 30, 2015, and a lower $358,000 at June 30, 2016, which represented 0.60 percent of assets in 2015 and 0.66 percent in 2016. The Bank’s nonperforming assets included $315,000 in nonaccrual loans, no loans 90 days or more past due, no troubled debt restructurings and $74,000 in real estate owned for a total of $389,000 at June 30, 2015. At June 30, 2016, nonperforming assets were a lesser $358,000 or 0.66 percent of assets and included no loans 90 days or more past due, $324,000 in nonaccrual loans, no debt restructurings and $34,000 in real estate owned.

 

Community’s levels of nonperforming assets were lower than its levels of classified assets. The Bank’s ratios of classified assets to assets, excluding special mention assets, were 1.35 percent of assets at June 30, 2015, and 1.62 percent at June 30, 2016 (reference Exhibit 17). The Bank’s classified assets consisted of $881,000 in substandard assets, with no assets classified as doubtful or loss at June 30, 2016, and $34,000 in real estate owned.

 

Exhibit 18 shows Community’s allowance for loan losses at June 30, 2015 and 2016, indicating the activity and the resultant balances. Community has witnessed a modest decrease in its balance of allowance for loan losses from $288,000 at June 30, 2015, to $253,000 at June 30, 2016, in response to its higher level of net charge-offs. The Bank had no provisions for loan losses in fiscal 2015 or in fiscal 2016.

 

 

Nonperforming Assets (cont.)

 

The Bank had total charge-offs of $28,000 in 2015 and $39,000 in 2016, with recoveries of $28,000 in 2015 and $4,000 in 2016. The Bank’s ratio of allowance for loan losses to gross loans was 0.99 percent at June 30, 2015, and a lesser 0.77 percent at June 30, 2016, due to the rise in loans. Allowance for loan losses to nonperforming loans was 91.43 percent at June 30, 2015 and a lower 78.09 percent at June 30, 2016.

 

 

INVESTMENTS

 

The investment and securities portfolio, excluding interest-bearing deposits, has been comprised of U.S. government and federal agency securities, U.S. government-sponsored enterprise obligations, including mortgage-backed securities and municipal securities. Exhibit 19 provides a summary of Community’s investment portfolio at June 30, 2015 and 2016, excluding FHLB stock and interest-bearing deposits. Investment securities totaled $16,264,000 at June 30, 2015, based on fair value, compared to $11,097,000 at June 30, 2016.

 

The Bank also had cash and interest-bearing deposits totaling $8.8 million at June 30, 2016, and a larger $15.9 million at June 30, 2015. The Bank had $915,000 in FHLB stock at June 30, 2016. The weighted average yield on investment securities was 1.95 percent for the year ended June 30, 2016.

 

 

DEPOSIT ACTIVITIES

 

The mix of average deposits by amount at June 30, 2015 and 2016, is provided in Exhibit 20. There has been a moderate change in total deposits and a modest change in the deposit mix during this period due to the Bank’s sale of two branches in 2016. Total average deposits have decreased from $50.0 million at June 30, 2015, to $42.7 million at June 30, 2016, representing a decrease of $7.3 million or 14.6 percent. The balance of certificates of deposit has decreased from $13.9 million at June 30, 2015, to $8.3 million at June 30, 2016, representing a decrease of $5.6 million or 40.4 percent, while savings, transaction and noninterest demand accounts have decreased $1.7 million from $36.1 million at June 30, 2015, to $34.4 million at June 30, 2016 or 4.7 percent.

 

Exhibit 21 provides a breakdown of certificates of $100,000 or more by maturity as of June 30, 2016, and a breakdown of all certificates by rate and maturity at June 30, 2016. A moderate 37.6 percent of the Bank’s certificates of deposit of $100,000 or more mature in over three years. The second largest category of certificates based on maturity was certificates maturing in three to six months, which represented 35.0 percent of these certificates. The largest category based on maturity, for all certificates is one year or less, which represented 56.1 percent of certificates followed by certificates maturing in over three years, which represented 23.7 percent of certificates. Based on rate, the largest category was certificates with rates of less than 1.00 percent, which represented 73.3 percent of certificates followed by certificates with rates of 1.01 percent to 1.99 percent with 26.7 percent of total certificates.

 

BORROWINGS

 

Community has made regular use of FHLB advances (reference Exhibit 22) in each of the years ended June 30, 2015 and 2016. The Bank had total FHLB advances of $7.3 million at June 30, 2016, with a weighted average cost of 1.14 percent during the period and a balance of a lesser $1.0 million at June 30, 2015, with a weighted average cost of a higher 4.01 percent during the period.

 

 

SUBSIDIARIES

 

Community has one wholly owned subsidiary, Community Financial Services, LLC. The subsidiary was created to sell insurance products in an effort to diversify its business; however, the subsidiary has not been active.

 

OFFICE PROPERTIES

 

Community had one office at June 30, 2016, located in Caldwell, Ohio (reference Exhibit 23). Community owns its office. At June 30, 2016, the Bank’s total investment in fixed assets, based on depreciated cost, was $452,000 or 0.83 percent of assets.

 

MANAGEMENT

 

Alvin B. Parmiter is the president and chief executive officer, positions he has held since he began his employment with Community in 1998. Mr. Parmiter’s experience provides the board with a perspective on the day-to-day operations of Community and assists the board in assessing the trends and developments in the financial institution industry on a local and national basis. Additionally, Mr. Parmiter has extensive ties to the communities that support the Bank’s business generation. Mr. Parmiter has over 20 years of community banking experience.

 

 

II.

DESCRIPTION OF PRIMARY MARKET AREA

 

Community’s market area is focused on Noble County, Ohio, as the Bank’s main office is in Noble County. The Bank’s primary retail market area is focused on the village of Caldwell and Noble County, while the Bank’s lending market extends into the surrounding Washington County in Ohio and Wood County in West Virginia. Exhibit 25 shows the trends in population, households and income for Caldwell Village, Noble County, Washington County, Ohio, Wood County, West Virginia and the United States. The population trends indicate decreases in Caldwell and Washington and Wood Counties for the period from 2000 to 2010, while Noble County, Ohio and the United States increased in population. Caldwell, Washington County and Wood County had population decreases of 10.6 percent, 2.3 percent and 1.2 percent, respectively. Noble County’s population increased by 4.2 percent, while population in Ohio increased at a rate of 1.6 percent, and the United States’ population increased by 9.7 percent during the same time period. Through 2020, population is projected to decrease by 2.6 percent, 2.5 percent, 1.5 percent and 0.9 percent in the village of Caldwell, Noble, Washington and Wood Counties but increase by 1.5 percent in Ohio and 2.3 percent in the United States through 2020.

 

More important is the trend in households. Noble County experienced a 6.7 percent increase in households from 2000 through 2010, compared to increases of 3.6 percent in Caldwell Village, 1.8 percent in Washington County, 0.8 percent in Wood County, 3.5 percent in Ohio and 10.7 percent in the United States. Caldwell, Noble County, Washington County and Wood County are all projected to decrease slightly in households from 2010 through 2020 by 5.3 percent, 3.1 percent, 1.6 percent and 0.9 percent. The numbers of households in Ohio and the United States are projected to increase by 1.4 percent and 7.5 percent, respectively, through 2020.

 

Noble County had 2000 per capita income of $14,100, lower than all other areas, with Caldwell Village at $14,942, Washington County at $18,082, Wood County at $18,072, Ohio at $21,003 and the United States at $22,162. Per capita income increased in all areas from 2000 to 2010. Noble County’s per capita income increased to $20,719, Caldwell Village’s,

 

 

Description of Primary Market Area (cont.)

 

Washington County’s and Wood County’s increased to $23,010, $23,933 and $24,528, respectively, Ohio’s increased to $26,520 and the United States’ increased to $26,059. In 2000, median household income in Noble County was $32,940, lower than all but Caldwell, with Caldwell at $26,020, Washington County and Wood County at 34,275 and $33,285, respectively, Ohio at $40,956 and the United States with a median household income $41,994. Median household income increased from 2000 to 2010 by 10.9 percent, 12.7 percent, 26.9 percent, 27.6 percent, 19.3 percent and 19.2 percent to $28,850, $37,126, $43,512, $42,471, $48,849 and $50,046 in Caldwell, Noble County, Washington County, Wood County, Ohio and the United States, respectively. All areas are also projected to show increases in their median household income levels from 2010 through 2020. Noble County is projected to experience a median household income increase of 11.3 percent to $41,338, while Caldwell, Washington County, Wood County, Ohio and the United States are projected to increase by 19.7 percent, 11.3 percent, 15.2 percent, 9.5 percent and 23.1 percent, respectively, to $34,523, $48,433, $48,908, $53,490 and $61,618 median household income, respectively, from 2010 to 2020.

 

Exhibit 26 provides a summary of key housing data for Caldwell Village, Noble, Washington and Wood Counties, Ohio and the United States. In 2000, Noble County had a higher rate of owner-occupancy of 79.8 percent, higher than Caldwell at 61.3 percent, Washington County at 76.3 percent, Wood County at 73.4 percent, Ohio at 66.4 percent and the United States at 66.2 percent. As a result, Noble County supported a lower rate of renter-occupied housing of 20.2 percent, compared to 38.7 percent in Caldwell, 23.7 percent in Washington County, 26.6 percent in Wood County, 33.6 percent in Ohio and 33.8 percent in the United States. In 2010, owner-occupied housing decreased in all but Ohio. Caldwell, Noble County, Washington County, Wood County and the United States State had owner-occupied housing of to 56.7 percent, 77.9 percent, 73.9 percent, 71.7 percent, 67.6 percent and 65.4 percent. Conversely, the renter-occupied rates increased slightly in Noble County to 22.1 percent and increased in Caldwell to 43.3 percent, in Washington County to 26.1 percent, in Wood County to 28.3 percent and in the United States to 34.6 percent. Ohio’s owner-occupied housing rate increased slightly to 67.6 percent in 2010.

 

 

Description of Primary Market Area (cont.)

 

Noble County's 2000 median housing value was a lower $63,700, compared to Caldwell at $64,000, Washington County at $80,400, Wood County at $77,500, Ohio at $103,700 and the United States at $119,600. The 2000 median rent of Noble County was $368, which was again lower than Caldwell’s at $380, Washington County’s median rent of $400, Wood County’s median rent at $429, Ohio’s median rent of $515 and the United States’ median rent of $602. In 2010, median housing values had increased in Noble County to $83,100, in Caldwell to $80,000, in Washington County to $108,200, in Wood County to $106,100, in Ohio to $134,400 and in the United States to $179,900. The 2010 median rent levels were $604, $596, $592, $613, $685 and $871 in Caldwell Village, Noble, Washington and Wood Counties, Ohio and the United States, respectively.

 

In 2000, the major source of employment for Noble County by industry group, based on share of employment, was the services industry at 40.5 percent. The services industry was also responsible for the majority of employment in Caldwell, Washington County, Wood County, Ohio and the United States with 48.5 percent of jobs in Caldwell, 43.3 percent of jobs in Washington County, 44.5 percent of jobs in Wood County, 43.8 percent of jobs in Ohio and 46.7 percent in the United States (reference Exhibit 27). The manufacturing industry was the second major employer in Noble County, Caldwell, Washington County, and Ohio but was the third largest employer in Wood County and the United States. The wholesale/retail trade group was the third major overall employer in Noble County, Caldwell, Washington County and Ohio, and the wholesale/retail trade group was the second major overall employer in Wood County and in the United States. The agriculture/mining group, construction group, transportation/ utilities, information and finance/insurance/real estate group combined to provide 19.9 percent of employment in Caldwell, 23.6 percent of employment in Noble County, 20.6 percent of employment in Washington County, 19.0 percent of employment in Wood County, 20.7 percent of employment in Ohio and 23.9 percent of employment in the United States.

 

 

Description of Primary Market Area (cont.)

 

In 2010, the services industry, wholesale/retail trade industry, and manufacturing industry provided the first, second and third highest levels of employment, respectively, for Noble County and Wood County, with the services industry, manufacturing industry and then wholesale/retail trade industries indicating first, second and third highest levels in Washington County, Ohio and the United States . Caldwell Village alone indicated the services industry, wholesale/retail industry and then transportation/utilities industry as first, second and third highest employers. The services industry accounted for 49.7 percent, 47.3 percent, 49.1 percent, 51.6 percent, 51.2 percent and 53.2 percent in Caldwell Village, Noble County, Washington County, Wood County, Ohio and the United States, respectively. The wholesale/retail trade industry provided for 19.1 percent, 16.2 percent, 15.1 percent, 13.8 percent, 16.3 percent, 14.8 percent and 14.5 percent in Caldwell Village, Noble, Washington and Wood Counties, Ohio and the United States, respectively. The manufacturing group provided 7.1 percent, 15.6 percent, 15.1 percent, 12.7 percent, 15.0 percent and 10.4 percent of employment in Caldwell Village, Noble, Washington and Wood Counties, Ohio and the United States, respectively.

 

Some of the largest employers in Noble County are:

 

Name of Company		Description
Caldwell Exempted Vil. Schools		Education
Magnum Magnetics		Manufacturing
Noble County Government		Government
Summitt Acres		Nursing Facility
State of Ohio		Correction Institution

 

Some of the largest employers in Washington County are:

 

Name of Company		Description
Marietta Memorial Health System		Health Care
Pioneer Pipe		Construction, industrial maintenance
Eramet - Marietta		Ferro manganese
Kraton Polymers		Styrenic block copolymers
Thermo Fisher		Environmentally controlled cabinets
RJF International		Wall coverings, plastic extrusions
Peoples Bancorp, Inc.		Financial institution

 

 

Description of Primary Market Area (cont.)

 

Some of the largest employers in Wood County are:

 

Name of Company		Description
Camden-Clark Memorial Hospital		Health Care
DuPont		Chemical manufacturing
Wood County Bd. of Educ.		Education
U.S. Treasury Department Bureau of Public Debt		Government

 

The unemployment rate is another key economic indicator. Exhibit 28 shows the unemployment rates in Noble, Washington and Wood Counties, Ohio and the United States in 2012 through July of 2016. Noble County has been characterized by the highest unemployment rates of the three market area counties. In 2012, Noble County had an unemployment rate of 11.0 percent, compared to unemployment rates of 8.6 percent in Washington County, 7.3 percent in Wood County, 8.1 percent in Ohio and 8.1 percent in the United States. Noble County's unemployment rate decreased slightly in 2013, as did those of Wood County, Ohio and the United States to 6.2 percent, 7.5 percent and 7.4 percent, respectively, with Washington County’s unemployment remaining at 8.6 percent. In 2014, Noble County’s rate of unemployment decreased as did all other areas to 7.6 percent, 6.4 percent, 6.0 percent, 5.7 percent, 6.2 percent in Noble, Washington and Wood Counties, Ohio and the United States, respectively. In 2015, Noble County’s rate of unemployment decreased to 7.4 percent compared to a decrease to 6.0 percent in Washington County, to 6.2 percent in Wood County, to 4.9 percent in Ohio and to 5.3 percent in the United States. Through June of 2016, unemployment rates were somewhat higher in Noble and Washington Counties at 7.9 percent and 6.7 percent, respectively, lower in Wood County and the United States at 5.8 percent and 5.1 percent, respectively, and the same at 4.9 percent in Ohio.

 

Exhibit 29 provides deposit data for banks and thrifts in Noble County, the only county in which Community had branches, as well as for Washington and Wood Counties. Community’s deposit base in Noble County was approximately $42.1 million or a 100 percent share of the total thrift deposits but an 18.3 percent share of the total deposits, which were

 

 

Description of Primary Market Area (cont.)

 

approximately $230.0 million as of June 30, 2015. The three-county market area is dominated by banks, with bank deposits accounting for approximately 97.1 percent of deposits at June 30, 2015.

 

Exhibit 30 provides interest rate data for each quarter for the years 2012 through the first two quarters of 2016. The interest rates tracked are the Prime Rate, as well as 90-Day, One-Year and Thirty-Year Treasury Bills. Short term interest rates experienced a declining trend in 2010 and 2011, a slightly rising trend in 2012, and stable in 2013, with Thirty-Year Treasury rate rising in 2013, decreasing in 2014, rising in the 2015 and then decreasing in the first two quarters of 2016.

 

SUMMARY

 

In summary, population increased by 4.2 percent in Noble County from 2000 to 2010 but decreased in Caldwell by 10.6 percent, and the number of households increased in both Caldwell and in Noble County. The 2010 per capita income and median household income levels in Noble County were below state and national levels. Also, Noble County’s unemployment rates have been higher than state and national rates. According to the 2010 Census, median housing values were $80,000, $83,100, $108,200, $106,100, $134,400 and $179,900 for Caldwell Village, Noble County, Washington County, Wood County, Ohio and the United States, respectively.

 

The Bank held deposits of approximately 47.2 percent of all thrift deposits in the three-county market area as of June 30, 2015, which represented only a 1.4 percent share of the total deposit base of $3.1 billion.

 

 

III.

COMPARABLE GROUP SELECTION

 

Introduction

 

Integral to the valuation of the Corporation is the selection of an appropriate group of publicly traded thrift institutions, hereinafter referred to as the "comparable group". This section identifies the comparable group and describes each parameter used in the selection of each institution in the group, resulting in a comparable group based on such specific and detailed parameters, current financials and recent trading prices. The various characteristics of the selected comparable group provide the primary basis for making the necessary adjustments to the Corporation's pro forma value relative to the comparable group. There is also a recognition and consideration of financial comparisons with all publicly traded, FDIC-insured thrifts in the United States and all publicly traded, FDIC-insured thrifts in the Midwest region and in Ohio.

 

Exhibits 31 and 32 present Share Data and Pricing Ratios and Key Financial Data and Ratios, respectively, both individually and in aggregate, for the universe of 149 publicly traded, FDIC-insured thrifts in the United States ("all thrifts"), excluding mutual holding companies, used in the selection of the comparable group and other financial comparisons. Exhibits 31 and 32 also subclassify all thrifts by region, including the 47 publicly traded Midwest thrifts ("Midwest thrifts") and the 13 publicly traded thrifts in Ohio ("Ohio thrifts"), and by trading exchange. Exhibit 31 presents prices, pricing ratios and price trends for all publicly traded FDIC-insured thrifts.

 

The selection of the comparable group was based on the establishment of both general and specific parameters using financial, operating and asset quality characteristics of the Corporation as determinants for defining those parameters. The determination of parameters was also based on the uniqueness of each parameter as a normal indicator of a thrift institution's operating philosophy and perspective. The parameters established and defined are considered to be both reasonable and reflective of the Corporation’s basic operation.

 

 

Introduction (cont.)

 

The general parameter requirements for the selection of the peer group candidates included a maximum asset size limit of $900 million, a trading exchange requirement that each candidate be traded on one of the two major stock exchanges, the New York Stock Exchange or the NASDAQ, a geographic parameter that eliminates potential candidates located in the Southwest and West, a merger and acquisition parameter that eliminates any potential candidate that is involved in a merger and acquisition transaction, and a recent conversion parameter that eliminates any institution that has not been converted from mutual to stock for at least four quarters or prior to June 30, 2016. Due to the general parameter requirement related to trading on NASDAQ or the New York Stock Exchange, the size of the peer group institutions results in larger institutions.

 

Inasmuch as the comparable group must consist of at least ten institutions, the parameters relating to asset size and geographic location have been expanded as necessary in order to fulfill this requirement.

 

Due to lack of comparability, there are no mutual holding companies included as potential comparable group candidates.

 

GENERAL PARAMETERS

 

Merger/Acquisition

 

The comparable group will not include any institution that is in the process of a merger or acquisition as the seller at June 30, 2016, due to the price impact of such a pending transaction. There was one thrift institution that was a potential comparable group candidate but had to be eliminated due to its involvement in a merger/acquisition.

 

La Porte Bancorp-Indiana

 

 

Merger/Acquisition (cont.)

 

There are no pending merger/acquisition transactions involving thrift institutions that were potential comparable group candidates in the Corporation’s city, county or market area as indicated in Exhibit 34.

 

Trading Exchange

 

It is necessary that each institution in the comparable group be listed on one of the two major stock exchanges, the New York Stock Exchange or the National Association of Securities Dealers Automated Quotation System (NASDAQ). Such a listing indicates that an institution’s stock has demonstrated trading activity and is responsive to normal market conditions, which are requirements for listing. Of the 149 publicly traded, FDIC-insured savings institutions, excluding mutual holding companies, 8 are traded on the New York Stock Exchange and 92 are traded on NASDAQ. There were an additional 18 traded over the counter and 31 institutions are listed in the Pink Sheets, but they were not considered for the comparable group selection.

 

IPO Date

 

Another general parameter for the selection of the comparable group is the initial public offering ("IPO") date, which must be at least four quarterly periods prior to June 30, 2016, in order to insure at least four consecutive quarters of reported data as a publicly traded institution. The resulting parameter is a required IPO date prior to June 30, 2015.

 

Geographic Location

 

The geographic location of an institution is a key parameter due to the impact of various economic and thrift industry conditions on the performance and trading prices of thrift institution

 

 

Geographic Location (cont.)

 

stocks. Although geographic location and asset size are the two parameters that have been developed incrementally to fulfill the comparable group requirements, the geographic location parameter has nevertheless eliminated regions of the United States distant to the Corporation, including the Southwest and West regions.

 

The geographic location parameter consists of the Midwest, North Central, Southeast and Northeast regions for a total of fifteen states. To extend the geographic parameter beyond those states could result in the selection of similar thrift institutions with regard to financial conditions and operating characteristics, but with different pricing ratios due to their geographic regions. The result could then be an unrepresentative comparable group with regard to price relative to the parameters and, therefore, an inaccurate value.

 

Asset Size

 

Asset size was another key parameter used in the selection of the comparable group. The total asset size for any potential comparable group institution was $900 million or less, due to the general similarity of asset mix and operating strategies of institutions within this asset range, compared to the Corporation, with assets of approximately $54 million. Such an asset size parameter was necessary to obtain an appropriate comparable group of at least ten institutions.

 

In connection with asset size, we did not consider the number of offices or branches in selecting or eliminating candidates, since that characteristic is directly related to operating expenses, which are recognized as an operating performance parameter.

 

 

SUMMARY

 

Exhibits 35 and 36 show the 31 institutions considered as comparable group candidates after applying the general parameters, with the outlined institutions being those ultimately selected for the comparable group using the balance sheet, performance and asset quality parameters established in this section.

 

 

BALANCE SHEET PARAMETERS

 

Introduction

 

The balance sheet parameters focused on seven balance sheet ratios as determinants for selecting a comparable group, as presented in Exhibit 35. The balance sheet ratios consist of the following:

 

1.

Cash and investments to assets

2.

Mortgage-backed securities to assets

3.

One- to four-family loans to assets

4.

Total net loans to assets

5.

Total net loans and mortgage-backed securities to assets

6.

Borrowed funds to assets

7.

Equity to assets

 

The parameters enable the identification and elimination of thrift institutions that are distinctly and functionally different from the Corporation with regard to asset mix. The balance sheet parameters also distinguish institutions with a significantly different capital position from the Corporation. The ratio of deposits to assets was not used as a parameter as it is directly related to and affected by an institution's equity and borrowed funds ratios, which are separate parameters.

 

Cash and Investments to Assets

 

The Bank’s ratio of cash and investments to assets, excluding mortgage-backed securities, was 25.3 percent at June 30, 2016, and reflects the Bank’s share of cash and investments higher than the national and state averages of 14.8 percent and 13.4 percent, respectively. The Bank's investments have consisted of interest-bearing deposits, U.S. Government and federal agency securities and municipal securities.

 

 

Cash & Investments to Assets (cont.)

 

For its three most recent fiscal years ended June 30, 2016, the Bank’s average ratio of cash and investments to assets was a higher 35.96 percent, ranging from a low of 25.32 percent in 2016 to high of 44.62 percent in 2014.

 

The parameter range for cash and investments is has been defined as 30.0 percent or less of assets, with a midpoint of 15.0 percent.

 

Mortgage-Backed Securities to Assets

 

At June 30, 2016, the Bank’s ratio of mortgage-backed securities to assets was 11.3 percent, modestly higher than the national average of 8.18 percent and the regional average of 8.23 percent for publicly traded thrifts. The Bank’s three most recent fiscal year average is a lower 9.9 percent, also higher than industry averages.

 

Inasmuch as many institutions purchase mortgage-backed securities as an alternative to both lending, relative to cyclical loan demand and prevailing interest rates, and other investment vehicles, this parameter is also fairly broad at 20.0 percent or less of assets and a midpoint of 10.0 percent.

 

One- to Four-Family Loans to Assets

 

The Bank’s lending activity is focused on the origination of residential mortgage loans secured by one- to four-family dwellings. One- to four-family loans, including construction loans and excluding home equity loans, represented 41.0 percent of the Bank's assets at June 30, 2016, which is higher than its ratio of 35.6 percent at June 30, 2015, and higher than its

 

 

One- to Four-Family Loans to Assets (cont.)

 

ratio of 64.7 percent at June 30, 2014. The parameter for this characteristic is 60.00 percent of assets or less in one- to four-family loans with a midpoint of 30.00 percent.

 

Total Net Loans to Assets

 

At June 30, 2016, the Bank had a 60.1 percent ratio of total net loans to assets and a lower three fiscal year average of 49.5 percent, compared to the national average of 70.4 percent and the regional average of 68.0 percent for publicly traded thrifts. The Bank's ratio of total net loans to assets changed from 43.8 percent of total assets at June 30, 2014, to 44.7 percent at June 30, 2015, to 60.1 percent at June 30, 2016.

 

The parameter for the selection of the comparable group is from 45.0 percent to 90.0 percent with a midpoint of 67.5 percent. The lower end of the parameter range relates to the fact that, as the referenced national and regional averages indicate, many institutions hold greater volumes of investment securities and/or mortgage-backed securities as cyclical alternatives to lending, but may otherwise be similar to the Bank combined with Community’s lower shares of net loans in 2014 and 2015.

 

Total Net Loans and Mortgage-Backed Securities to Assets

 

As discussed previously, the Bank’s shares of mortgage-backed securities to assets and total net loans to assets were 11.3 percent and 60.1 percent, respectively, for a combined share of 71.4 percent. Recognizing the industry and regional ratios of 78.6 percent and 76.2 percent, respectively, the parameter range for the comparable group in this category is 60.0 percent to 90.0 percent, with a midpoint of 75.0 percent.

 

 

Borrowed Funds to Assets

 

The Bank had borrowed funds of $7.3 million or 13.36 percent of assets at June 30, 2016, which is moderately higher than current industry average of 9.80 percent.

 

The use of borrowed funds by some institutions indicates an alternative to retail deposits and may provide a source of longer term funds. The federal insurance premium on deposits has also increased the attractiveness of borrowed funds. The institutional demand for borrowed funds has decreased in recent years, due to much lower rates paid on deposits. Additionally, many thrifts are not aggressively seeking deposits, since quality lending opportunities have diminished in the current economic environment.

 

The parameter range of borrowed funds to assets is 18.0 percent or less with a midpoint of 9.0 percent.

 

Equity to Assets

 

The Bank’s equity to assets ratio was 12.26 percent at June 30, 2016, 8.90 percent at June 30, 2015, and 8.11 percent at June 30, 2014, averaging 9.76 percent for the three fiscal years ended June 30, 2016. The Bank’s equity increased in three of the past four fiscal periods from June 30, 2013, to June 30, 2016. After conversion, based on the midpoint value of $4.6 million, with 62.2 percent of the net proceeds of the public offering going to the Bank and recognizing the elimination at a cost of $1,645,000, its equity is projected to increase to 12.83 percent of assets, with the Corporation’s equity at 13.76 percent of assets.

 

Based on those equity ratios, we have defined the equity ratio parameter to be 8.0 percent to 18.0 percent with a midpoint ratio of 13.0 percent.

 

 

PERFORMANCE PARAMETERS

 

Introduction

 

Exhibit 36 presents five parameters identified as key indicators of the Bank’s earnings performance and the basis for such performance both historically and during the year ended June 30, 2016. The primary performance indicator is the Bank's core return on average assets (ROAA). The second performance indicator is the Bank's core return on average equity (ROAE). To measure the Bank's ability to generate net interest income, we have used net interest margin. The supplemental source of income for the Bank is noninterest income, and the parameter used to measure this factor is the ratio of noninterest income to average assets. The final performance indicator is the Bank's ratio of operating expenses or noninterest expenses to average assets, a key factor in distinguishing different types of operations, particularly institutions that are aggressive in secondary market activities, which often results in much higher operating costs and overhead ratios.

 

Return on Average Assets

 

The key performance parameter is core ROAA. For the year ended June 30, 2016, the Bank’s core ROAA was 0.13 percent based on a core income after taxes of $76,000, as detailed in Item I of this Report. The net ROAA for the year ended June 30, 2016, was 1.14 percent on net income of $679,000. The Bank's ROAA in its prior two fiscal years of 2014 to 2015, was (0.11) percent and (0.46) percent, respectively, with a three fiscal year average ROAA of 0.19 percent.

 

Considering the historical and current earnings performance of the Bank, as well as the industry, the range for the ROAA parameter based on core income has been defined as less than 1.00 percent with a midpoint of 0.50 percent.

 

 

Return on Average Equity

 

The ROAE has been used as a secondary parameter to eliminate any institutions with an unusually high or low ROAE that is inconsistent with the Bank's position. This parameter does not provide as much meaning for a newly converted thrift institution as it does for established stock institutions, due to the unseasoned nature of the capital structure of the newly converted thrift and the inability to accurately reflect a mature ROAE for the newly converted thrift relative to other stock institutions.

 

The Bank’s core ROAE for the year ended June 30, 2016, was 1.22 percent based on its core earnings. In its most recent three fiscal years, the Bank's average ROAE was 3.86 percent, from a low of (5.21) percent in 2015 to a high of 10.39 percent in 2016.

 

The parameter range for ROAE for the comparable group, based on core income, is 10.00 percent or less with a midpoint of 5.00 percent.

 

Net Interest Margin

 

The Bank had a net interest margin of 2.90 percent for the year ended June 30, 2016, representing net interest income as a percentage of average interest-earning assets. The Bank's net interest margin levels in its two prior fiscal years of 2014 and 2015 were 2.98 percent and 2.77 percent, respectively, averaging 2.88 percent.

 

The parameter range for the selection of the comparable group is from a low of 2.50 percent to a high of 4.50 percent with a midpoint of 3.50 percent.

 

 

Operating Expenses to Assets

 

For the year ended June 30, 2016, the Bank had a 3.32 percent ratio of operating expense to average assets. In its two prior fiscal years of 2014 to 2015, the Bank’s expense ratio averaged 3.34 percent, from a low of 3.11 percent in fiscal year 2014 to a high of 3.57 percent in fiscal year 2015.

 

The operating expense to assets parameter for the selection of the comparable group is from a low of 1.75 percent to a high of 6.00 percent with a midpoint of 3.88 percent.

 

Noninterest Income to Assets

 

Compared to publicly traded thrifts, the Bank has experienced an average level of noninterest income as a source of additional income. The Bank’s ratio of noninterest income to average assets was 1.84 percent for the year ended June 30, 2016, but a lesser 0.48 percent excluding the one time gains on the sale of branches. For its prior two fiscal years ended June 30, 2014, and 2015, the Bank’s ratio of noninterest income to average assets was 0.55 percent and 0.68 percent , respectively, for a three-year average of 1.02 percent and a lower 0.57 percent excluding gains in 2016.

 

The range for this parameter for the selection of the comparable group is 2.00 percent of average assets or less, with a midpoint of 1.00 percent.

 

ASSET QUALITY PARAMETERS

 

Introduction

 

The final set of financial parameters used in the selection of the comparable group are asset quality parameters, also shown in Exhibit 36. The purpose of these parameters is to insure

 

 

Introduction (cont.)

 

that any thrift institution in the comparable group has an asset quality position similar to that of the Bank. The three defined asset quality parameters are the ratios of nonperforming assets to total assets, repossessed assets to total assets and loan loss reserves to total assets at the end of the most recent period.

 

Nonperforming Assets to Total Assets

 

The Bank’s ratio of nonperforming assets to assets was 0.66 percent at June 30, 2016, which was lower than the national average of 1.05 percent for publicly traded thrifts and the average of 1.11 percent for Midwest thrifts. The Bank’s ratio of nonperforming assets to total assets averaged 0.71 percent for its most recent three fiscal years ended June 30, 2016, from a high of 0.88 percent at June 30, 2014, to a low of 0.60 percent at June 30, 2015.

 

The comparable group parameter for nonperforming assets is 2.00 percent or less of total assets, with a midpoint of 1.00 percent.

 

Repossessed Assets to Assets

 

The Bank had repossessed assets of $34,000 at June 30, 2016, representing a ratio to total assets of 0.06 percent, following ratios of repossessed assets to total assets of 0.11 percent and 0.11 percent at June 30, 2015, and June 30, 2014, respectively. National and regional averages were 0.23 percent and 0.28 percent, respectively, for publicly traded thrift institutions.

 

The range for the repossessed assets to total assets parameter is 0.50 percent of assets or less with a midpoint of 0.25 percent.

 

 

Loans Loss Reserves to Assets

 

The Bank had an allowance for loan losses of $253,000, representing a loan loss allowance to total assets ratio of 0.47 percent at June 30, 2016, which was higher than its 0.44 percent ratio at June 30, 2015, and higher than its 0.41 percent ratio at June 30, 2014.

 

The loan loss allowance to assets parameter range used for the selection of the comparable group required a minimum ratio of 0.40 percent of assets.

 

THE COMPARABLE GROUP

 

With the application of the parameters previously identified and applied, the final comparable group represents ten institutions identified in Exhibits 37, 38 and 39. The comparable group institutions range in size from $351.3 million to $829.6 million with an average asset size of $548.5 million and have an average of 8.0 offices per institution. Two of the comparable group institutions are in Ohio, with two also in New York and Maryland, and one each in Kentucky, Michigan, Massachusetts, and Minnesota, and all ten are traded on NASDAQ.

 

The comparable group institutions as a unit have a ratio of equity to assets of 11.8 percent, which is 2.2 percent lower than all publicly traded thrift institutions in the United States; and for the most recent four quarters indicated a core return on average assets of 0.63 percent, lower than all publicly traded thrifts at 0.81 percent and lower than the publicly traded Ohio thrifts at 0.97 percent.

 

 

IV.

ANALYSIS OF FINANCIAL PERFORMANCE

 

This section reviews and compares the financial performance of the Bank to all publicly traded thrifts, to publicly traded thrifts in the Midwest region and to Ohio thrifts, as well as to the ten institutions constituting the Bank’s comparable group, as selected and described in the previous section. The comparative analysis focuses on financial condition, earning performance and pertinent ratios as presented in Exhibits 40 through 45.

 

As presented in Exhibits 40 and 41, at June 30, 2016, the Bank’s total equity of 12.26 percent of assets was higher than the comparable group at 11.81 percent, higher than all thrifts at 12.08 percent, Midwest thrifts at 11.97 percent and similar to Ohio thrifts at 12.26 percent. The Bank had a 60.11 percent share of net loans in its asset mix, lower than the comparable group at 76.90 percent, all thrifts at 70.44 percent and Midwest thrifts at 67.98 percent and higher than Ohio thrifts at 74.41 percent. The Bank’s share of net loans, lower than industry averages, is primarily the result of its higher 25.32 percent share of cash and investments with a higher 11.25 percent share of mortgage-backed securities. The comparable group had a lower 10.60 percent share of cash and investments and a lower 5.24 percent share of mortgage-backed securities. All thrifts had an 8.18 percent of assets in mortgage-backed securities and 14.87 percent in cash and investments. The Bank’s 73.88 percent share of deposits was lower than the comparable group, all thrifts, Midwest thrifts and Ohio thrifts, reflecting the Bank's higher share of borrowed funds of 13.36 percent and higher share of equity of 12.26 percent. As ratios to assets, the comparable group had deposits of 79.53 percent and borrowings of 7.95 percent. All thrifts averaged a 77.20 percent share of deposits and 9.80 percent of borrowed funds, while Midwest thrifts had a 78.75 percent share of deposits and an 8.34 percent share of borrowed funds. Ohio thrifts averaged a 74.77 percent share of deposits and a 12.08 percent share of borrowed funds. The Bank had no goodwill and intangible assets, compared to 0.46 percent for the comparable group, 0.54 percent for all thrifts, 0.38 percent for Midwest thrifts and 0.36 percent for Ohio thrifts.

 

 

Analysis of Financial Performance (cont.)

 

Operating performance indicators are summarized in Exhibits 42, 43 and 44 and provide a synopsis of key sources of income and key expense items for the Bank in comparison to the comparable group, all thrifts, and regional thrifts for the trailing four quarters.

 

As shown in Exhibit 44, for the year ended June 30, 2016, the Bank had a lower yield on average interest-earning assets relative to the comparable group, all thrifts and Midwest thrifts and similar to Ohio thrifts. The Bank's yield on interest-earning assets was 3.29 percent compared to the comparable group at 4.26 percent, all thrifts at 4.02 percent, Midwest thrifts at 4.01 percent and Ohio thrifts at 4.15 percent.

 

The Bank's cost of funds for the twelve months ended June 30, 2016, was lower than the comparable group, Midwest thrifts and Ohio thrifts and lower than all thrifts. The Bank had an average cost of interest-bearing liabilities of 0.52 percent compared to 0.85 percent for the comparable group, 0.73 percent for all thrifts, 0.69 percent for Midwest thrifts and 0.82 percent for Ohio thrifts. The Bank's yield on interest-earning assets and cost of funds resulted in a net interest spread of 2.77 percent, which was lower than the comparable group at 3.41 percent, all thrifts at 3.29 percent, Midwest thrifts at 3.31 percent and Ohio thrifts at 3.33 percent. The Bank generated a net interest margin of 2.90 percent for the year ended June 30, 2016, based on its ratio of net interest income to average interest-earning assets, which was lower than the comparable group ratio of 3.55 percent. All thrifts averaged a higher 3.41 percent net interest margin for the trailing four quarters, with Midwest thrifts at 3.41 percent; and Ohio thrifts averaged a higher 3.43 percent.

 

The Bank’s major source of earnings is interest income, as indicated by the operations ratios presented in Exhibit 43. The Bank had no provision for loan losses during the twelve months ended June 30, 2016, representing zero percent of average assets. The average provision for loan losses for the comparable group was 0.10 percent, with all thrifts at 0.05 percent, Midwest thrifts at 0.04 percent and Ohio thrifts at 0.09 percent.

 

 

Analysis of Financial Performance (cont.)

 

The Bank's total noninterest income was $1,098,000 or 1.84 percent of average assets for the year ended June 30, 2016, $810,000 in one time gains on the sale of branches or 73.8 percent of noninterest income. Excluding such gains, noninterest income was lower and more normal 0.53 percent of assets. The Bank’s higher ratio of noninterest income to average assets was higher than the comparable group at 0.70 percent, and higher than all thrifts at 0.92 percent, Midwest thrifts at 0.98 percent and higher than Ohio thrifts at 0.67 percent. For the year ended June 30, 2016, the Bank’s operating expense ratio was 3.32 percent of average assets, higher than the comparable group at 3.07 percent, all thrifts at 3.03 percent Midwest thrifts at 3.06 percent, and Ohio thrifts at 2.73 percent.

 

The overall impact of the Bank’s income and expense ratios is reflected in its net income and return on assets. For the year ended June 30, 2016, the Bank had a net ROAA of 1.14 and core ROAA of (0.13) percent. For its most recent four quarters, the comparable group had a lower net ROAA of 0.59 percent and a higher core ROAA of 0.63 percent. All publicly traded thrifts averaged a lower net ROAA of 0.72 percent and a higher 0.74 percent core ROAA, with Midwest thrifts a 0.75 percent net ROAA and a 0.81 percent core ROAA. The twelve month net and core ROAA for the 13 Ohio thrifts was 0.85 percent and 0.81 percent, respectively.

 

 

V.

MARKET VALUE ADJUSTMENTS

 

This is a conclusive section where adjustments are made to determine the pro forma market value or appraised value of the Corporation based on a comparison of Community with the comparable group. These adjustments will take into consideration such key items as earnings performance, primary market area, financial condition, asset and deposit growth, dividend payments, subscription interest, liquidity of the stock to be issued, management, and market conditions or marketing of the issue. It must be noted that all of the institutions in the comparable group have their differences among themselves and relative to the Bank, and, as a result, such adjustments become necessary.

 

EARNINGS PERFORMANCE

 

In analyzing earnings performance, consideration was given to net interest income, the amount and volatility of interest income and interest expense relative to changes in market area conditions and to changes in overall interest rates, the quality of assets as it relates to the presence of problem assets which may result in adjustments to earnings due to provisions for loan losses, the balance of current and historical nonperforming assets and real estate owned, the balance of valuation allowances to support any problem assets or nonperforming assets, the amount and volatility of noninterest income, and the amount and ratio of noninterest expenses. The earnings performance analysis was based on the Bank’s respective net and core earnings for the year ended June 30, 2016, with comparisons to the core earnings of the comparable group, all thrifts and other geographical subdivisions.

 

As discussed earlier, the Bank has experienced decreases in its assets and loans in two of the past four fiscal years and decreases for deposits in three of the past four fiscal years, with increases experienced for loans in 2016 but decreases for assets and deposits, due to the sale of two branches. The Bank has experienced losses in four of the past five fiscal years and has focused on controlling its lower balance of nonperforming assets; strengthening its ratio of interest sensitive assets relative to interest sensitive liabilities by maintaining a higher share of

 

 

Earnings Performance (cont.)

 

cash and investments, thereby maintaining its overall interest rate risk; and maintaining adequate allowances for loan losses to reduce the impact of any charge-offs. Historically, the Bank has closely monitored its lower yields and costs, resulting in a lower net interest margin, which has been historically lower than industry averages due to its lower yield on earning assets even with its lower cost of funds, with the trend experiencing an increase over the past two years, and its 2.90 percent net interest margin for the year ended June 30, 2016, was lower than the industry average of 3.41 percent and lower than the comparable group average of 3.55 percent. During its prior two fiscal years, Community’s ratio of interest expense to interest-bearing liabilities has decreased modestly from 0.72 percent in fiscal year 2014 to 0.62 percent in 2015. The Bank’s ratio then decreased to 0.52 percent for the year ended June 30, 2016, which was lower than the average of 0.85 percent for the comparable group and lower than the average of 0.73 percent for all thrifts. Following the conversion, the Bank will continue to control its operating expenses, strive to increase its net interest margin, strive to maintain its noninterest income, gradually increase its core net income, increase its return on assets, continue to control its balance of nonperforming and classified assets, and closely monitor its interest rate risk.

 

The Bank has experienced minimal change in loan origination activity from fiscal year 2015 to 2016. Total loan originations in fiscal year 2015 were $6.4 million with a net loan change of a decrease of $1,689,000 including $431,000 in loan sales and no loan purchases. Gross loan originations were a similar $6.3 million in fiscal year 2016, with no loan purchases and $105,000 in loan rates. This level of originations in 2016 resulted in a net increase in loans of $3.4 million in 2016, noticeably higher than the $1.7 million decrease in 2015 due to higher principal payments in 2015.

 

From June 30, 2015, to June 30, 2016, commercial real estate and multi family loans, and consumer loans experienced increases, while one- to four-family loans and home equity loans experienced decreases in their balances. Commercial real estate and multi family loans indicated a dollar increase of $966,000 or 143.1 percent, rising from $675,000 to $1.6 million from June 30, 2015, to June 30, 2016. One- to four-family loans decreased by just $30,000 or

 

 

Earnings Performance (cont.)

 

0.1 percent, from June 30, 2015, to June 30, 2016. Consumer loans increased by $2.6 million or 123.0 percent from June 30, 2015, to June 30, 2016. The other individual change was home equity loans, which decreased $52,000 or 1.5 percent from $3.4 million at June 30, 2015 to $3.31 million at June 30 2016. Overall, the Bank’s lending activities resulted in a total loan increase of $3.5 million or 11.9 percent and a net loan increase of $3.6 million or 12.5 percent from

June 30, 2015, to June 30, 2016.

 

The impact of Community’s primary lending efforts has been to generate a yield on average interest-earning assets of 3.29 percent for the year ended June 30, 2016, compared to a higher 4.30 percent for the comparable group, 4.02 percent for all thrifts and 4.01 percent for Midwest thrifts. The Bank’s ratio of interest income to average assets was 3.01 percent for the year ended June 30, 2016, lower than the comparable group at 3.96 percent, all thrifts at 3.71 percent and Midwest thrifts at 3.64 percent, reflecting the Bank's previously lower share of loans.

 

Community’s 0.52 percent cost of interest-bearing liabilities for the year ended June 30, 2016, was lower than the comparable group at 0.85 percent, lower than all thrifts at 0.73 percent and lower than Midwest thrifts at 0.69 percent and Ohio thrifts at 0.82 percent. The Bank's resulting net interest spread of 2.77 percent for the year ended June 30, 2016, was lower the comparable group at 3.41 percent and lower than all thrifts at 3.29 percent, Midwest thrifts at 3.31 percent and Ohio thrifts at 3.33 percent. The Bank's net interest margin of 2.90 percent, based on average interest-earning assets for the year ended June 30, 2016, was lower than the comparable group at 3.55 percent, lower than all thrifts at 3.41 percent, Midwest thrifts at 3.41 percent and Ohio thrifts at 3.43 percent.

 

The Bank's ratio of noninterest income to average assets was a higher 1.84 percent for the year ended June 30, 2016, due to gains on the sale of branches, which was higher than the comparable group at 0.70 percent, higher than all thrifts at 0.92 percent and Midwest thrifts at 0.98 percent.

 

 

Earnings Performance (cont.)

 

The Bank's operating expenses were higher than the comparable group, all thrifts, Midwest thrifts and Ohio thrifts. For the year ended June 30, 2016, Community had an operating expenses to assets ratio of 3.32 percent compared to 3.07 percent for the comparable group, 3.03 percent for all thrifts, 3.06 percent for Midwest thrifts and 2.73 percent for Ohio thrifts.

 

For the year ended June 30, 2016, Community generated a higher ratio of noninterest income, a higher ratio of noninterest expenses and a lower net interest margin relative to its comparable group. The Bank had no provision for loan losses during the year ended June 30, 2016, compared to the comparable group at 0.10 percent of assets, all thrifts at 0.05 percent and Midwest thrifts at 0.04 percent. The Bank’s allowance for loan losses to total loans of 0.77 percent was lower than the comparable group and lower than all thrifts. The Bank’s 70.7 percent ratio of reserves to nonperforming assets was also lower than the comparable group at 107.5 percent and lower than all thrifts at 116.2 percent.

 

As a result of its operations, the Bank's core income for the year ended June 30, 2016, was lower than the comparable group but its net income was higher due to one-time gains on the sale of branches. Based on net earnings, the Bank had a return on average assets of 1.14 percent for the year ended June 30, 2016, and a return on average assets of (0.46) percent and (0.11) percent in fiscal years 2015 and 2014, respectively. The Bank’s core return on average assets was 0.13 percent for the year ended June 30, 2016, as detailed in Exhibit 7. For their most recent four quarters, the comparable group had a lower net ROAA of 0.59 percent and a higher core ROAA of 0.63 percent, while all thrifts indicated a lower net ROAA and higher core ROAA of 0.72 percent and 0.74 percent, respectively. Midwest thrifts indicated a net ROAA of 0.75 percent and a core ROAA of 0.81 percent.

 

Following its conversion, Community’s earnings will continue to be dependent on a combination of the overall trends in interest rates, the consistency, reliability and variation of its net interest income, noninterest income, overhead expenses and its asset quality and its future

 

 

Earnings Performance (cont.)

 

needs for provisions for loan losses. Earnings are projected to represent a more favorable 0.24 percent by 2018, with negative earnings in 2017, impacted by the elimination of the defined benefit plan. The Bank’s ratio of noninterest income to average assets increased from fiscal 2015 to 2016. The increase in noninterest income in fiscal 2016 was due to the Bank’s gains on branch sales. Overhead expenses indicated a modest increase overall during the past two fiscal years also impacted by the costs related to the sale of the branches.

 

In recognition of the foregoing earnings related factors, considering Community’s historical and current performance measures, as well as Business Plan projections, a downward adjustment has been made to the Corporation’s pro forma market value for earnings performance.

 

 

MARKET AREA

 

Community’s market area is focused on Noble County, Ohio, as the Bank’s main office is in Noble County. The Bank’s primary retail market area is focused on the village of Caldwell and Noble County, while the Bank’s lending market extends into the surrounding Washington County in Ohio and Wood County in West Virginia. The population trends indicate decreases in Caldwell and Washington and Wood Counties for the period from 2000 to 2010, while Noble County, Ohio and the United States increased in population. Caldwell, Washington County and Wood County had population decreases of 10.6 percent, 2.3 percent and 1.2 percent, respectively, while Noble County had a population increase of 4.2 percent. Through 2020, population is projected to decrease by 2.6 percent, 2.5 percent, 1.5 percent and 0.9 percent in the village of Caldwell and Noble, Washington and Wood Counties

 

Noble County and Caldwell Village had lower per capita income levels relative to Ohio and the United States and also had lower median household income levels.

 

Noble County's 2000 median housing value was a lower $63,700, compared to Caldwell at $64,000, Washington County at $80,400, Wood County at $77,500, Ohio at $103,700 and the United States at $119,600. In 2010, median housing values increased in Noble County to $83,100, in Caldwell to $80,000, in Washington County to $108,200, in Wood County to $106,100, in Ohio to $134,400 and in the United States to $179,900, and the market continued to indicate lower median housing values.

 

Also, Noble County has been characterized with higher unemployment rates. Currently, Noble County has an unemployment rate of a higher 7.9 percent, with Washington County at 6.7 percent and Ohio at a lower 5.1 percent.

 

The Bank held deposits of 100.0 percent of the thrift deposits in the market area as of June 30, 2016, which represented only an 18.3 percent share of the total deposit base of $230.0 million.

 

 

Market Area (cont.)

 

In recognition of the foregoing factors, we believe that a downward adjustment is warranted for the Bank’s market area.

 

FINANCIAL CONDITION

 

The financial condition of Community is discussed in Section I and shown in Exhibits 1, 2, 5, and 12 through 22, and is compared to the comparable group in Exhibits 39, 40, and 41. The Bank's ratio of total equity to total assets was 12.26 percent at June 30, 2016, which was modestly higher than the comparable group at 11.81 percent and higher than all thrifts at 12.08 percent and Midwest thrifts at 11.97 percent. Based on the conversion completed at the midpoint of the valuation range, the Corporation's pro forma equity to assets ratio will be 13.76 percent, and the Bank's pro forma equity to assets ratio will increase to 12.83 percent, recognizing the cost of the elimination of the defined benefit plan.

 

The Bank's mix of assets and liabilities indicates both similarities to and variations from its comparable group. Community had a lower 60.1 percent ratio of net loans to total assets at June 30, 2016, compared to the comparable group at 76.9 percent. All thrifts indicated a higher 70.4 percent, as did Midwest thrifts at 68.0 percent. The Bank's 25.3 percent share of cash and investments was higher than the comparable group at 10.6 percent, while all thrifts were at 14.9 percent and Midwest thrifts were at 15.7 percent. Community’s 11.3 percent of mortgage-backed securities was moderately higher than the comparable group at 5.2 percent and higher than all thrifts at 8.2 percent and Midwest thrifts at 8.2 percent.

 

The Bank's 73.9 percent ratio of deposits to total assets was lower than the comparable group at 79.5 percent, lower than all thrifts at 77.2 percent and lower than Midwest thrifts at 78.8 percent. Community’s lower ratio of deposits was due to its higher share of borrowed funds. Community had a higher equity to asset ratio of 12.3 percent, compared to the comparable group

 

 

Financial Condition (cont.)

 

at 11.8 percent of total assets, with all thrifts at 12.1 percent and Midwest thrifts at 12.0 percent. Community had a higher share of borrowed funds to assets of 13.4 percent at June 30, 2016, moderately above the comparable group at 8.0 percent and higher than all thrifts at 9.8 percent and higher than Midwest thrifts at 8.3 percent. In fiscal year 2016, total deposits decreased by $17.8 million or 30.7 percent and decreased from $57.9 million to $40.1 million due to the sale of two branches. During fiscal year 2015, Community’s deposits decreased by $5.5 million or 8.7 percent from $63.3 million to $57.9 million.

 

Community had no assets in combined goodwill and intangible assets and had a lower share of repossessed real estate at June 30, 2016. The Bank had repossessed real estate of $34,000 or 0.06 percent of assets at June 30, 2016. This compares to ratios of 0.46 percent for goodwill and intangible assets and 0.18 percent for real estate owned, for the comparable group. All thrifts had a goodwill and intangible assets ratio of 0.54 percent and a real estate owned ratio of 0.23 percent.

 

The financial condition of Community is impacted by its lower than average balance of nonperforming assets of $358,000 or 0.66 percent of total assets at June 30, 2016, compared to a higher 1.06 percent for the comparable group, 1.05 percent for all thrifts, 1.11 percent for Midwest thrifts and a higher 0.99 percent for Ohio thrifts. The Bank's ratio of nonperforming assets to total assets was 0.88 percent at June 30, 2014, and 0.60 percent at June 30, 2015.

 

At June 30, 2016, Community had $253,000 of allowances for loan losses, which represented 0.47 percent of assets and 0.77 percent of total loans. The comparable group indicated higher allowance ratios, relative to assets and loans, equal to 1.10 percent of assets and 1.35 percent of total loans, while all thrifts had allowances relative to assets and loans that averaged a higher 0.83 percent of assets and a lower 1.14 percent of total loans. Also of major importance is an institution's ratio of allowances for loan losses to nonperforming assets, since a portion of nonperforming assets might eventually be charged off. Community’s $253,000 of allowances for loan losses, represented a lower 70.67 percent of nonperforming assets at

 

 

Financial Condition (cont.)

 

June 30, 2016, compared to the comparable group's 107.45 percent, with all thrifts at 116.17 percent, Midwest thrifts at a higher 98.41 percent and Ohio thrifts at a higher 113.46 percent. Community’s ratio of net charge-offs to average total loans was (0.11) percent for the year ended June 30, 2016, compared to a higher 0.01 percent for the comparable group, 0.07 percent for all thrifts and 0.12 percent for Midwest thrifts.

 

Community has a modest level of interest rate risk. The change in the Bank’s NPV level at June 30, 2016, reflecting the most current information available, based on a rise in interest rates of 100 basis points was a 4.03 percent decrease, representing a dollar decrease in equity value of $367,000. The Bank’s exposure increases to a 10.27 percent decrease in its NPV level under a 200 basis point rise in rates, representing a dollar decrease in equity of $935,000. The Bank’s post shock NPV ratio at June 30, 2016, assuming a 200 basis point rise in interest rates was 15.26 percent and indicated an 89 basis point decrease from its 16.15 percent based on no change in interest rates.

 

Compared to the comparable group, with particular attention to the Bank’s equity level, asset quality position level and asset and liability mix, we believe that no adjustment is warranted for Community’s current financial condition, due to the Bank’s similar equity position, recognizing its recently lower share of nonperforming assets but lower share of allowance for loan losses to nonperforming assets.

 

 

ASSET, LOAN AND DEPOSIT GROWTH

 

During its most recent two fiscal years, Community has been characterized by moderate changes in assets, loans and deposits relative to its comparable group. The Bank’s average annual asset change from June 30, 2014, to June 30, 2016, was a decrease of 11.4 percent due to the Bank’s sale of its two branches in 2016. This decrease compares to a higher 3.1 percent increase for the comparable group, a higher 3.6 percent for all thrifts, and a higher 2.5 percent for Midwest thrifts. The Bank’s decrease in assets is reflective of its decreases in cash and investments and deposits in 2016 of 38.39 percent and 30.69 percent, respectively. Community’s deposits indicate an average annual decrease of 18.34 percent from June 30, 2014, to June 30, 2016, compared to average growth rates of 3.4 percent for the comparable group, 2.3 percent for all thrifts and 2.6 percent for Midwest thrifts.

 

Community’s deposits indicated a decrease of 30.7 percent from fiscal 2015 to 2016. Annual deposit change was growth rates of 3.2 percent for the comparable group, 2.0 percent for all thrifts and 2.7 percent for Midwest thrifts. The Bank had $7.3 million in borrowed funds or 13.36 percent of assets at June 30, 2016, compared to the comparable group at 7.4 percent and had a lower $1.0 million in borrowed funds at June 30, 2015, or 1.54 percent of assets.

 

Recognizing its large decrease in deposits in 2016, after modest shrinkage in 2015 and modest growth in 2014, and considering the demographics, competition and deposit base trends in its market area, the Bank’s ability to increase its asset, loan and deposit bases in the future is significantly limited, with its ability to increase its market share by competitively pricing its loan and deposit products, maintaining a high quality of service to its customers and strengthening its loan origination activity. Community’s primary market area county experienced increases in population and households in Noble County between 2000 and 2010. The Bank’s primary market area county also indicated 2010 per capita income moderately below Ohio’s and that of the United States, and the median household income level in Noble County was also below the state and the national levels. In 2010, the median housing value in Noble County at $83,100 was lower than those of Ohio at $134,400 and the United States at $179,900, as were median rents.

 

 

Asset, Loan and Deposit Growth (cont.)

 

The total deposit base in Noble County increased by 1.56 percent from June 30, 2014, to June 30, 2015; and during that period, the number of financial institution offices in Noble County remained at three. In June 30, 2015, Community’s deposit market share in Noble County was 18.3 percent, decreasing from 20.4 percent in 2014.

 

Based on the foregoing factors, we have concluded that a downward adjustment to the Corporation’s pro forma value is warranted for asset, loan and deposit growth.

 

DIVIDEND PAYMENTS

 

The Corporation has no plans to pay an initial cash dividend. The payment of cash dividends will depend upon such factors as earnings performance, financial condition, capital position, growth, asset quality and regulatory limitations. Five of the ten institutions in the comparable group paid cash dividends during the most recent twelve months for an average dividend yield of 1.50 percent and an average payout ratio of 46.47 percent. During that twelve month period, the average dividend yield was 2.82 percent for the thirteen Ohio thrifts; and the average dividend yield was 2.38 percent and the average payout ratio was 59.15 percent for all thrifts.

 

In our opinion, no adjustment to the pro forma market value of the Corporation is warranted related to dividend payments.

 

 

SUBSCRIPTION INTEREST

 

In 2015 and year-to-date 2016, , investors' interest in new issues continued to be reasonable but is still not strong. Such interest is possibly related to the improved asset quality position and resultant earnings of financial institutions overall, which could be challenged in the future due to the low interest rate environment and the compression of net interest margin. The selective and conservative reaction of IPO investors appears generally to be related to a number of analytical, economic and market-related factors, including the financial performance and condition of the converting thrift institution, the strength of the local economy, housing market conditions, general market conditions for financial institution stocks and stocks overall, aftermarket price trends and the expectation of renewed merger/acquisition activity in the thrift industry.

 

Community will direct its offering initially to depositors and residents in its market area. The board of directors and officers anticipate purchasing approximately $395,000 or 8.6 percent of the stock offered to the public based on the appraised midpoint valuation. The Bank will form an ESOP, which plans to purchase 8.0 percent of the total shares issued in the conversion.

 

The Bank has secured the services of Keefe, Bruyette & Woods, to assist in the marketing and sale of the conversion stock.

 

Based on the size of the offering, recent banking conditions, current market conditions, historical local market interest, the terms of the offering, and recent subscription levels for conversions, we believe that no adjustment is warranted for the Bank’s anticipated subscription interest.

 

 

LIQUIDITY OF THE STOCK

 

The Corporation will offer its shares through a subscription and community offering with the assistance of Keefe, Bruyette & Woods. . The stock of the Corporation will be traded on the OTC Pink Marketplace.

 

The Bank's total public offering is considerably smaller in size than the average market value of the comparable group. The comparable group has an average market value of $51.6 million for the stock outstanding compared to a midpoint public offering of $4.4 million for the Corporation, less the ESOP of 35,200 shares and the estimated 39,500 shares to be purchased by officers and directors. The Corporation’s public market capitalization will be approximately 8.5 percent of the size of the public market capitalization of the comparable group. Of the ten institutions in the comparable group, all trade on Nasdaq with those ten institutions indicating an average daily trading volume of over 7,700 shares during the last four quarters.

 

The comparable group has an average of 5,991,214 shares outstanding compared to 440,000 shares outstanding for the Corporation based on the midpoint valuation.

 

Based on the average market capitalization, shares outstanding and daily trading volume of the comparable group, we have concluded that a moderate downward adjustment to the Corporation’s pro forma market value is warranted relative to the liquidity of its stock.

 

MANAGEMENT

 

Mr. Alvin B. Parmiter is the Bank’s president and chief executive officer, positions he has held since he began his employment with Community in 1998. Mr. Parmiter’s experience provides the board with a perspective on the day-to-day operations of Community and assists the board in assessing the trends and developments in the financial institution industry on a local and national basis. Additionally, Mr. Parmiter has extensive ties to the communities that support the Bank’s business generation.

 

 

Management (cont.)

 

During its two most recent fiscal years, Community has been able to maintain its net interest spread and demonstrated a modest level of core noninterest income, excluding its one-time gains on the sale of branches in 2016. The Bank did experience an increase in its noninterest expenses to assets in 2016. The Bank experienced a loss in 2015 and positive earnings in 2016. The Bank’s asset quality position has remained favorable in 2015 and 2016, with nonperforming assets being lower than industry overages. Community’s interest rate risk has been modest, primarily as a result of its higher share of cash and investments. The Bank’s core earnings and core return on assets have been below industry averages, along with its net interest margin, impacted by a much lower yield on earning assets due to a lower share of loans. Management is confident that the Bank is positioned for moderate loan growth and a return to stable profitability following its conversion.

 

Overall, we believe the Bank to be professionally and knowledgeably managed, as are the comparable group institutions. It is our opinion that no adjustment to the pro forma market value of the Corporation is warranted for management.

 

 

MARKETING OF THE ISSUE

 

The necessity to build a new issue discount into the stock price of a new conversion continues to be a closely examined issue in recognition of uncertainty among investors as a result of the thrift industry's continued presence of a higher share of delinquent loans, dependence on interest rate trends, volatility in the stock market and recent legislation related to the regulation of financial institutions and their ability to generate selected income.

 

We believe that a new issue discount applied to the price to book valuation approach is appropriate and necessary in this offering, recognizing the Bank’s frequent losses, historically, and in the short term going forward. In our opinion, recent market trends cause us to conclude that a modest new issue discount is warranted in the case of this offering. Consequently, at this time we have made a modest downward adjustment to the Corporation's pro forma market value related to a new issue discount.

 

 

VI. VALUATION METHODS

 

Introduction

 

Historically, the most frequently used method for determining the pro forma market value of common stock for thrift institutions by this firm has been the price to book value ratio method, due to the volatility of earnings in the thrift industry. As earnings in the thrift industry have improved, more emphasis has been placed on the price to earnings method, particularly considering increases in stock prices during these last two years. However, as provisions for loan losses decreased significantly and became negative for some, the price to book value method continues to be pertinent and meaningful in the objective of discerning commonality and comparability among institutions. In determining the pro forma market value of the Corporation, primary emphasis has been placed on the price to book value method, with additional analytical and correlative attention to the price to assets method. The price to earnings method was not used due to the Corporation’s volatile earnings and negative earnings in fiscal 2015 and minimal core earnings in 2016.

 

In recognition of the volatility and variance in earnings, the continued differences in asset and liability repricing and the frequent disparity in value between the price to book approach and the price to earnings approach, a second valuation method, the price to net assets method, has also been used. The price to assets method is used less often for valuing ongoing institutions, but becomes more useful in valuing converting institutions when the equity position and earnings performance of the institutions under consideration are different.

 

In addition to the pro forma market value, we have defined a valuation range with the minimum of the range being 85.0 percent of the pro forma market value, the maximum of the range being 115.0 percent of the pro forma market value and the super maximum being 115.0 percent of the maximum. The pro forma market value or appraised value will also be referred to as the “midpoint value.”

 

 

Introduction (cont.)

 

In applying each of the valuation methods, consideration was given to the adjustments to the Bank's pro forma market value discussed in Section V. Downward adjustments were made for the Bank’s, earnings, market area, liquidity of the stock, marketing of the issue, and asset, loan and deposit growth. No adjustments were made for the Bank’s subscription interest, dividends, management, and financial condition.

 

PRICE TO BOOK VALUE METHOD

 

In the valuation of thrift institutions, the price to book value method focuses on an institution's financial condition, and does not give as much consideration to the institution's long term performance and value as measured by earnings. Due to the earnings volatility of many thrift stocks, the price to book value method is frequently used by investors who rely on an institution's financial condition rather than earnings performance. Although this method is, under certain circumstances, considered somewhat less meaningful for institutions that provide a consistent earnings trend, it remains significant and reliable when an institution’s performance or general economic conditions are experiencing volatile or uncustomary trends related to internal or external factors, and serves as a complementary and correlative analysis to the price to earnings and price to assets approaches.

 

In completing the price to book valuation, Keller recognized the charge to equity that will occur to eliminate the Bank’s defined benefit plan as part of the completion of the price to book valuation approach. The net charge to equity to eliminate the Bank’s defined benefit plan is projected to be $1,645,000, as determined by Pentegra. The pro forma equity used in the valuation was $5,010,000, which is based on the Bank’s June 30, 2016, equity level of $6,655,000 less the $1,645,000 defined benefit charge to equity, resulting in the pro forma equity of $5,010,000.

 

 

Price to Book Value Method (cont.)

 

Exhibit 47 shows the average and median price to book value ratios for the comparable group which were 80.92 percent and 83.85 percent, respectively. The full comparable group indicated a moderate pricing range, from a low of 56.90 percent (Central Federal Corp.) to a high of 96.99 percent (Elmira Savings Bank). The comparable group had higher average and median price to tangible book value ratios of 86.39 percent and 85.49 percent, respectively, with a range of 57.14 percent to 130.37 percent. Excluding the low and the high in the group, the comparable group's price to book value ratio range narrowed to a low of 65.64 percent and a high of 94.66 percent, and the comparable group’s price to tangible book value ratio range also narrowed modestly from a low of 70.13 percent to a high of 98.79 percent.

 

Considering the foregoing factors in conjunction with the adjustments made in Section V, we have determined a fully converted pro forma price to book value ratio of 58.55 percent and a price to tangible book value ratio of 58.55 percent at the midpoint. The price to book value ratio increases from 53.94 percent at the minimum to 66.36 percent at the super maximum, while the price to tangible book value ratio increases from 53.94 percent at the minimum to 66.36 percent at the super maximum.

 

The Corporation's pro forma price to book value and price to tangible book value ratios of 58.55 percent and 58.55 percent, respectively, as calculated using the prescribed formulary computation indicated in Exhibit 46, are influenced by the Bank's capitalization, asset quality position, earnings performance, ESOP level, local market and public ownership, as well as subscription interest in thrift stocks and overall market and economic conditions. The Corporation's ratio of equity to assets after conversion at the midpoint of the valuation range will be approximately 13.76 percent compared to 12.66 percent for the comparable group (reference Exhibit 47). Based on the price to book value ratio and the Bank's total pro forma equity of $5,010,000 at June 30, 2016, the indicated pro forma market value of the Corporation using this approach is $4,600,000 at the midpoint (reference Exhibit 46).

 

 

PRICE TO EARNINGS METHOD

 

The basis of the price to earnings method is the determination of the earnings base to be used, followed by the determination of an appropriate price to earnings multiple. As indicated in Exhibit 3, Community’s after tax net earnings for the twelve months ended June 30, 2016, were $679,000, and the Bank’s after tax core earnings for that period were a much lesser $76,000 as indicated in Exhibit 7. Due to such low core earnings, the price to core earnings method was not meaningful.

 

Even though the price to core earnings method is not meaningful, we will briefly review the range of price to core earnings and price to net earnings multiples for the comparable group and all publicly traded thrifts. The average price to core earnings multiple for the comparable group was 17.14, while the median was 16.67. The average price to net earnings multiple was a higher 24.05, and the median multiple was a lower 17.75. The comparable group's price to core earnings multiple was higher than the 15.34 average multiple for all publicly traded, FDIC-insured thrifts and higher than their median of 15.44. The range in the price to core earnings multiple for the comparable group was from a low of 6.80 (Central Federal Corp) to a high of 33.80 (Bay Bancorp, Inc.). The range in the price to core earnings multiple for the comparable group, excluding the high and low values, was from a low multiple of 12.24 times earnings to a high of 20.70 times earnings for eight of the ten institutions in the group, indicating a moderate narrowing of the range.

 

PRICE TO ASSETS METHOD

 

The final valuation method is the price to assets method. This method is not frequently used, since the calculation incorporates neither an institution's equity position nor its earnings base. Additionally, the prescribed formulary computation of value using the pro forma price to assets method does not recognize the runoff of deposits concurrently allocated to the purchase of conversion stock, returning a pro forma price to assets ratio below its true level following conversion.

 

 

Price to Assets Method (cont.)

 

Exhibit 47 indicates that the average price to assets ratio for the comparable group was 9.66 percent and the median was 8.81 percent. The range in the price to assets ratios for the comparable group varied from a low of 5.91 percent (Pathfinder Bancorp) to a high of 14.97 percent (Poage Bankshares). The range narrows modestly with the elimination of the two extremes in the group to a low of 6.20 percent and a high of 14.23 percent.

 

Consistent with the previously noted adjustments, it is our opinion that an appropriate price to assets ratio for the Corporation is 8.05 percent at the midpoint, which ranges from a low of 6.92 percent at the minimum to 10.41 percent at the super maximum. Based on the Bank's June 30, 2016, asset base of $54,279,000, the indicated pro forma market value of the Corporation using the price to assets method is $4,600,000 at the midpoint (reference Exhibit 45).

 

VALUATION CONCLUSION

 

Exhibit 52 provides a summary of the valuation premium or discount for each of the valuation ranges when compared to the comparable group based on each of the fully converted valuation approaches. At the midpoint value, the price to book value ratio of 58.55 percent for the Corporation represents a discount of 27.64 percent relative to the comparable group and decreases to a discount of 17.99 percent at the super maximum. The price to assets ratio of 8.05 percent at the midpoint represents a discount of 16.62 percent, decreasing to a premium of 7.82 percent at the super maximum.

 

It is our opinion that as of August 24, 2016, the pro forma market value of the Corporation is $4,600,000 at the midpoint, representing 460,000 shares at $10.00 per share. The pro forma valuation range of the Corporation is from a minimum of $3,910,000 or 391,000 shares at $10.00 per share to a maximum of $5,290,000 or 529,000 shares at $10.00 per share, and then to a super maximum of $6,083,500 or 608,350 shares at $10.00 a share, with

 

 

Valuation Conclusion (cont.)

 

such range being defined as 15 percent below the appraised value to 15 percent above the appraised value and then 15 percent above the maximum.

 

The appraised value of Community Savings Bancorp, Inc., as of August 24, 2016, is $4,600,000 at the midpoint.

 

 

 

 

EXHIBITS

 

  

NUMERICAL

 

EXHIBITS

 

  

EXHIBIT 1

 

COMMUNITY SAVINGS

CALDWELL, OHIO

 

Balance Sheet

At June 30, 2016

 

		At June 30,
		2016
		(in thousands)
ASSETS
Cash and due from banks		$	1,969
Interest-bearing demand deposits			1,215
Cash and cash equivalents			3,184
Interest-bearing time deposits in other financial institutions			5,567
Available-for-sale securities			11,097
Loans, net of allowance for loan losses of $253			32,629
Premises and equipment, net			452
Federal Home Loan Bank stock, at cost			915
Foreclosed assets, net			34
Accrued interest receivable			185
Other assets			216
Total assets		$	54,279
LIABILITIES AND EQUITY
LIABILITIES
Deposits
Demand		$	9,058
Savings and money market			23,127
Time			7,917
Total deposits			40,102
Federal Home Loan Bank advances			7,250
Payment by borrowers for taxes and insurance			82
Deferred federal income taxes			67
Other liabilities			123
Total liabilities			47,624
EQUITY
Retained earnings			6,567
Accumulated other comprehensive income (loss)			88
Total equity			6,655
Total liabilities and equity		$	54,279

 

Source: Community Savings' audited financial statement

 

 

EXHIBIT 2

 

COMMUNITY SAVINGS

CALDWELL, OHIO

 

Balance Sheets

At June 30, 2012, 2013, 2014 and 2015

 

		June 30,
		2015				2014				2013				2012
		(in thousands)
ASSETS
Cash and due from banks		$	3,257			$	10,987			$	4,880			$	12,081
Interest-bearing demand deposits			6,891				200				200				200
Cash and cash equivalents			10,148				11,187				5,080				12,281
Interest-bearing time deposits in other financial institutions			5,801				4,494				5,926				1,412
Available-for-sale securities			16,264				20,383				24,229				15,212
Loans, net of allowance for loan losses of $288, $288, $249 and $307, respectively			29,010				30,776				32,255				32,624
Premises and equipment, net			2,231				2,088				2,098				2,187
Federal Home Loan Bank stock, at cost			915				915				915				915
Foreclosed assets, net			74				74				116				115
Accrued interest receivable			221				194				276				281
Deferred federal income taxes			222				—				—				—
Other assets			57				113				135				175
Total assets		$	64,943			$	70,224			$	71,030			$	65,202
LIABILITIES AND RETAINED EARNINGS
LIABILITIES
Deposits		$	57,859			$	63,342			$	62,632			$	52,869
Federal Home Loan Bank advances			1,000				1,000				2,500				5,500
Payments by borrowers for taxes and insurance			55				—				—				—
Other liabilities			251				186				212				505
Total liabilities			59,165				64,528				65,344				58,874
EQUITY
Retained earnings - substantially restricted			5,888				6,004				6,079				6,116
Accumulated other comprehensive (loss), net of tax			(110	)			(308	)			(393	)		$	212
Total equity			5,778				5,696				5,686				6,328
Total liabilities and equity		$	64,943			$	70,224			$	71,030			$	65,202

 

Source: Community Savings' audited financial statements

 

 

EXHIBIT 3

 

COMMUNITY SAVIGNS

CALDWELL, OHIO

 

Statement of Operations

For the Year Ended June 30, 2016

(In thousands)

 

		Year Ended
		June 30,
		2016
Interest income:
Loans, including fees		$	1,394
Taxable securities			170
Tax exempt securities			97
Interest-bearing deposits			133
Total interest income			1,794
Interest expense:
Deposits			134
Federal Home Loan Bank advances			80
Total interest expense			214
Net interest income			1,580
Provision for loan losses			—
Net interest income after provision for loan losses			1,580
Noninterest income:
Service charges and fees			278
Gain on sale of foreclosed assets, net			1
Gain on sale of branch offices			810
Other operating			9
Total noninterest income			1,098
Noninterest expense:
Salaries, employee benefits and directors fees			784
Occupancy and equipment			117
Data processing fees			315
Correspondent bank service charges			185
Franchise taxes			50
FDIC insurance premiums			47
Professional services			172
Advertising			9
Office supplies			73
Impairment charges on foreclosed assets			26
Other			199
Total noninterest expense			1,977
Income (Loss) before federal income taxes			701
Federal income tax expense			22
Net income (loss)		$	679

 

Source: Community Savings' audited financial statement

 

  

EXHIBIT 4

 

COMMUNITY SAVINGS

CALDWELL, OHIO

 

Statements of Operations

Year Ended June 30, 2012, 2013, 2014 and 2015

 

		June 30,
		2015				2014				2013				2012
Interest income:
Loans, including fees		$	1,453			$	1,561			$	1,661			$	1,885
Taxable securities			341				108				95				59
Tax exempt securities			122				451				431				291
Interest-bearing deposits			119				38				2				32
Total interest income			2,035				2,158				2,189				2,267
Interest expense:
Deposits			274				325				382				466
Federal Home Loan Bank advances			41				59				177				211
Total interest expense			315				384				559				677
Net interest income			1,720				1,774				1,630				1,590
Provision for loan losses			—				43				30				—
Net interest income after provision for loan losses			1,720				1,731				1,600				1,590
Noninterest income:
Service charges and fees			421				129				139				162
Gain (Loss) on securities transactions			(33	)			1				13				14
Gain on sale of loans			7				—				—				—
Other operating			11				258				230				220
Total noninterest income			406				388				382				396
Noninterest expense:
Salaries, employee benefits and directors fees			918				805				748				823
Occupancy and equipment			230				168				169				171
Data processing			398				277				257				242
Correspondent bank service charges			249				251				204				166
Franchise taxes			45				68				79				88
FDIC insurance premiums			87				95				79				47
Professional services			217				117				91				92
Advertising			28				17				24				35
Office supplies			85				71				69				63
Other			181				328				287				230
Total noninterest expense			2,438				2,197				2,007				1,957
Income (Loss) before federal income taxes			(312	)			(78	)			(25	)			29
Federal income tax expense			—				(3	)			11				113
Net income (loss)		$	(312	)		$	(75	)		$	(36	)		$	(84	)

 

Source: Community Savings' audited financial statements

 

 

EXHIBIT 5

 

Selected Financial Information

At June 30, 2015 and 2016

 

		At June 30,
		2016				2015
		(In thousands)
Selected Financial Condition Data:
Total assets		$	54,279			$	64,943
Cash and cash equivalents			3,184				10,148
Interest-bearing deposits in other financial institutions			5,567				5,801
Investment securities			12,037				17,204
Loans, net			32,629				29,010
Premises and equipment			452				2,231
Deposits			40,102				57,859
Federal Home Loan Bank advances			7,250				1,000
Total equity			6,655				5,778

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 6

 

Income and Expense Trends

For the Years Ended June 30, 2015 and 2016

 

		For the Years Ended
		June 30,
		2016				2015
		(In thousands)
Selected Data:
Interest income		$	1,794			$	2,035
Interest expense			214				315
Net interest income			1,580				1,720
Provision for loan losses			—				—
Net interest income after provision for loan losses			1,580				1,720
Noninterest income			1,098				406
Noninterest expense			1,977				2,438
Income (Loss) before income tax expense (benefit)			701				(312	)
Federal income taxes			22				—
Net income (loss)		$	679			$	(312	)

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 7

 

COMMUNITY SAVINGS

Normalized or Core Earnings

Twelve Months Ended June 30, 2016

 

						Twelve Months
						Ended
						June 30,
		Total				2016
NET
Net income before taxes		$	701,000			$	701,000
Taxes			22,000				22,000
Net income		$	679,000			$	679,000
CORE
Net income before taxes		$	701,000
Gain on sale of branches			(810,000	)
Professional fees			185,000
Net income before taxes			76,000
Taxes			- 0 -
Core income		$	76,000

 

Source: Community Savings' audited financial statements

 

 

EXHIBIT 8

 

Performance Indicators

At or for the Years Ended June 30, 2015 and 2016

 

		Years Ended
		June 30,
		2016				2015
Selected Financial Ratios and Other Data
Performance Ratios:
Return on average assets			1.20	%			(0.46	)%
Return on average equity			10.39	%			(5.21	)%
Interest rate spread (1)			2.84	%			2.64	%
Net interest margin (2)			2.95	%			2.77	%
Efficiency ratio (3)			73.82	%			114.68	%
Noninterest expense to average total assets			3.50	%			3.57	%
Average interest-earning assets to average interest-bearing liabilities			125.60	%			121.80	%
Average equity to average total assets			11.57	%			8.78	%
Asset Quality Ratios:
Nonperforming assets to total assets			0.66	%			0.60	%
Nonperforming loans to total loans			0.99	%			1.08	%
Allowance for loan losses to nonperforming loans			78.09	%			91.43	%
Allowance for loan losses to total loans			0.77	%			0.99	%
Capital Ratios:
Total capital (to risk-weighted assets)			27.70	%			24.20	%
Common equity Tier 1 capital (to risk-weighted assets)			26.70	%			23.00	%
Tier 1 capital (to risk-weighted assets)			26.70	%			23.00	%
Tier 1 capital (to average assets)			11.90	%			8.50	%

 

(1)

Represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the year.

(2)

The net interest margin represents net interest income as a percent of average interest-earning assets for the year.

(3)

The efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 9

 

Volume/Rate Analysis

For the Years Ended June 30, 2016 vs. 2015

 

		Year Ended June 30,
		2016 vs 2015
		Increase (Decrease)
		Due to
		Volume				Rate				Total
		(Dollars in thousands)
Interest-earning assets:
Loans		$	64				(123	)		$	(59	)
Investment securities			(158	)			(38	)			(196	)
Other interest-earning assets			(25	)			39				14
Total interest-earning assets		$	(119	)		$	(122	)		$	(241	)
Interest-bearing liabilities:
Interest-bearing demand		$	(3	)		$	—			$	(3	)
Savings accounts			(20	)			(7	)			(27	)
Certificates of deposit			(55	)			(55	)			(110	)
Total deposits			(78	)			(62	)			(140	)
Borrowings			87				(48	)			39
Total interest-bearing liabilities			9				(110	)			(101	)
Change in net interest income		$	(128	)		$	(12	)		$	(140	)

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 10

 

Yield and Cost Trends

At June 30, 2016, and

For the Years Ended June 30, 2015 and 2016

 

						For the Years Ended
		At June 30,				June 30,
		2016				2016				2015
		Yield/				Yield/				Yield/
		Rate				Rate				Rate
Interest-earning assets:
Loans, net			4.60	%			4.46	%			4.86	%
Investment securities			2.44	%			1.95	%			2.14	%
Other interest-earning assets			1.74	%			1.53	%			1.12	%
Total interest-earning assets			3.72	%			3.35	%			3.27	%
Interest-bearing liabilities:
Interest-bearing demand			0.20	%			0.19	%			0.19	%
Savings accounts			0.28	%			0.28	%			0.31	%
Certificates of deposit			0.69	%			0.72	%			1.22	%
Total interest-bearing deposits			0.38	%			0.38	%			0.56	%
Borrowings			1.06	%			1.14	%			4.01	%
Total interest-bearing liabilities			0.50	%			0.51	%			0.63	%
Net interest rate spread (1)			3.22	%			2.84	%			2.64	%
Net interest margin (2)			—				2.95	%			2.77	%
Average interest-earning assets to interest-bearing liabilities							126.73	%			123.81	%

 

(1)

Net interest rate spread represents the difference between the average interest-earning assets and the cost of average interest-bearing liabilities.

(2)

Net interest margin represents net interest income divided by average total interest-earning assets.

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 11

 

Net Portfolio Value

At June 30, 2016

 

														NPV as a Percentage of
Change in						Estimated Increase								Present Value of Assets (3)
Interest Rates		Estimated				(Decrease) in NPV								MPV				Increase/
(Basis Points) (1)		NPV (2)				$ Amount				Percent				Ratio (4)				(Decrease)
		(Dollars in thousands)																(Basis Points)
+300		$	7,460			$	(1,643	)			(18.05	)%			14.36	%			(179	)
+200			8,168				(935	)			(10.27	)%			15.26	%			(89	)
+100			8,736				(367	)			(4.03	)%			15.88	%			(27	)
—			9,103				—				—				16.15	%			—
-100			9,110				7				0.08	%			15.92	%			(23	)

 

(1)

Assumes an immediate uniform change in interest rates at all maturities.

(2)

NPV is the discounted present value of expected cash flows form assets, liabilities and off-balance sheet contracts.

(3)

Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.

(4)

NPV Ratio represents NPV divided by the present value of assets.

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 12

 

Loan Portfolio Composition

At June 30, 2015 and 2016

(Dollars in thousands)

 

 

		At June 30,
		2016								2015
		Amount				Percent				Amount				Percent
One- to four-family residential (1)		$	23,065				70.1	%		$	23,091				78.3	%
Commercial real estate and multifamily			1,641				5.0	%			933				3.2	%
Home equity			3,312				10.1	%			3,364				11.4	%
Consumer loans			4,863				14.8	%			2,099				7.1	%
Total loans receivable			32,881				100.0	%			29,487				100.0	%
Allowance for loan losses			(253	)							(288	)
Total loans receivable, net		$	32,628							$	29,199

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 13

 

Loan Maturity Schedule

At June 30, 2016

 

						Commercial
		One- to four-				Real Estate
Due During the Years		Family				and				Home
Ending June 30,		Residential				Multifamily				Equity				Consumer				Total
		(Dollars in thousands)
2017		$	16			$	—			$	6			$	57			$	79
2018			143				—				—				120				263
2019			145				—				—				361				506
2020 to 2021			250				15				16				1,196				1,477
2022 to 2026			2,808				809				61				2,793				6,471
2027 to 2031			8,551				162				193				—				8,906
2032 and beyond			11,152				655				3,036				336				15,179
Total		$	23,065			$	1,641			$	3,312			$	4,863			$	32,881

 

Fixed and Adjustable-Rate Loan Schedule

 

		Due After June 30, 2017
		Fixed				Adjustable				Total
		(Dollars in thousands)
One- to four-family residential		$	19,078			$	3,971			$	23,049
Commercial real estate and multifamily			1,641				—				1,641
Home equity			—				3,306				3,306
Consumer loans			4,470				336				4,806
Total		$	25,189			$	7,613			$	32,802

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 14

 

Loan Originations, Purchases, Sales and Repayments

For the Years Ended June 30, 2015 and 2016

 

		Years Ended
		June 30,
		2016				2015
		(In thousands)
Total gross loans at beginning of period		$	29,297			$	31,001
Loans originated:
One- to four-family residential			5,297				4,839
Commercial real estate and multifamily			882				282
Home equity			748				320
Consumer			363				253
Total loans originated			7,290				5,694
Loans purchased:
One- to four-family residential			—				—
Commercial real estate and multifamily			—				—
Home equity			—				—
Consumer			3,742				288
Total loans purchsed			3,742				288
Loans sold:
One- to four-family residential			—				(431	)
Commercial real estate and multifamily			—				—
Home equity			—				—
Consumer			—				—
Total loans sold			0				(431	)
Other:
Principal repayments			(7,448	)			(7,255	)
Net loan activity			3,584				(1,704	)
Total loans at end of period		$	32,881			$	29,297

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 15

 

Loan Delinquencies

At June 30, 2016

 

		Loans Delinquent For
		30-89 Days								90 Days and Over								Total
		Number				Amount				Number				Amount				Number				Amount
		(Dollars in thousands)
At June 30, 2016
One- to four-family residential			4			$	194				1			$	46				5			$	240
Commercial real estate and multi-family			1				15				—				—				1				15
Home equity			—				—				—				—				—				—
Consumer loans			—				—				—				—				—				—
Total			5			$	209				1			$	46				6			$	255
At June 30, 2015
One- to four-family residential			1			$	16				1			$	28				2			$	44
Commercial real estate and multi-family			—				—				1				110				1				110
Home equity			—				—				1				5				1				5
Consumer loans			—				—				—				—				—				—
Total loans			1			$	16				3			$	143				4			$	159

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 16

 

Nonperforming Assets

At June 30, 2015 and 2016

 

		At June 30,
		2016				2015
		(Dollars in thousands)
Nonaccrual loans:
One- to four-family residential		$	310			$	146
Commercial real estate and multi-family			—				110
Home equity			14				30
Consumer			—				3
Total nonaccrual loans			324				289
Accruing loans 90 days or more past due			—				—
Total loans 90 days or more past due			—				—
Total nonperforming loans			324				289
Foreclosed assets			34				74
Total nonperforming assets		$	358			$	363
Accruing troubled debt restructurings:
One- to four-family residential		$	78			$	82
Commercial real estate and multi-family			—				—
Home equity			—				—
Consumer			—				—
Total		$	78			$	82
Ratios:
Total nonperforming loans to total loans			0.99	%			0.99	%
Total nonperforming assets to total assets			0.66	%			0.56	%
Total nonperforming loans and troubled debt restructurings to total loans			0.99	%			1.27	%
Total nonperforming loans and troubled debt restructurings to total assets			0.66	%			0.69	%

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 17

 

Classified Assets

At June 30, 2015 and 2016

(Dollars in thousands)

 

		At
		June 30,
		2016				2015
Classified loans:
Substandard		$	881			$	854
Doubtful			—				—
Loss			—				—
Total classified loans		$	881			$	854
Special mention loans		$	—			$	—
Foreclosed real estate held-for-sale		$	34			$	74
Total classified assets		$	915			$	928

 

Source: Community Savings, Inc.'s Prospectus

 

 

EXHIBIT 18

 

Allowance for Loan Losses

For the Years Ended June 30, 2015 and 2016

 

		At or for the Years Ended
		June 30,
		2016				2015
		(Dollars in thousands)
Balance at beginning of year		$	288			$	288
Charge-offs:
One- to four-family residential			(13	)			(15	)
Commercial real estate and multifamily			—				—
Home equity			—				—
Consumer			(26	)			(13	)
Total charge-offs			(39	)			(28	)
Recoveries:
One- to four-family residential		$	1			$	24
Commercial real estate and multifamily			—				—
Home equity			—				—
Consumer			3				4
Total recoveries			4				28
Net (charge-offs) recoveries			(35	)			—
Provision for loan losses			—				—
Balance at end of year		$	253			$	288
Ratios:
Net charge-offs to average loans outstanding			(0.11	)%			0.00	%
Allowance for loan losses to nonperforming loans at end of year			78.09	%			99.65	%
Allowance for loan losses to total loans at end of year			0.77	%			0.98	%

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 19

 

Investment Portfolio Composition

At June 30, 2015 and 2016

 

		At June 30,
		2016								2015
		Amortized				Estimated				Amortized				Estimated
Security Type		Cost				Fair Value				Cost				Fair Value
		(In thousands)
U.S. government and agency securities		$	1,500			$	1,497			$	4,800			$	4,669
Mortgage-backed securities			6,007				6,105				7,562				7,575
Municipal securities, taxable			1,425				1,438				1,455				1,443
Municipal securities, nontaxable			2,032				2,057				2,614				2,577
Total securities available-for-sale		$	10,964			$	11,097			$	16,431			$	16,264

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 20

 

Mix of Average Deposit Accounts

For the Years Ended June 30, 2015 and 2016

 

		For the Years Ended June 30,
		2016								2015
		(Dollars in thousands)
Deposit type:
		Average				Percent				Average				Percent
		Balance				of Total				Balance				of Total
Statement savings		$	24,416				57.2	%		$	31,110				51.1	%
Noninterest-bearing demand			7,406				17.3	%			11,712				19.2	%
NOW			2,590				6.1	%			4,169				6.9	%
Certificates of deposit			8,284				19.4	%			13,907				22.8	%
Total deposits		$	42,696				100.0	%		$	60,898				100.0	%

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 21

 

Certificates of Deposit By Rate and Maturity

As of June 30, 2016

 

		At
		June 30,
		2016
		(In thousands)
Three months or less		$	287
Over three months through six months			749
Over six months through one year			302
Over one year to three years			—
Over three years			805
Total		$	2,143

 

		At June 30, 2016
		Period to Maturity
																						Percentage
		Less Than				Over One				Over Two												of Total
		or Equal to				Year to Two				Years to				Over Three								Certificate
		One Year				Years				Three Years				Years				Total				Accounts
		(Dollars in thousands)
Interest Rate:
Less than or equal to 1.00%		$	4,068			$	1,368			$	209			$	155			$	5,800				73.26	%
1.01% - 1.99%			375				24				—				1,718				2,117				26.74	%
Total		$	4,443			$	1,392			$	209			$	1,873			$	7,917				100.00	%

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 22

 

Borrowed Funds

For the Years Ended June 30, 2015 and 2016

 

		At or for the Years Ended
		June 30,
		2016				2015
		(In thousands)
FHLB:
Balance outstanding at end of period		$	7,250			$	1,000
Average balance during period			7,020				1,022
Maximum outstanding at any month end			7,750				3,000
Weighted average interest rate at end of period			1.06	%			4.12	%
Average interest rate during period			1.14	%			4.01	%

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 23

 

OFFICES OF COMMUNITY SAVINGS

CALDWELL, OHIO

As of June 30, 2016

 

		Owned		Net Book Value
		or		of
Location		Leased		Real Property
Main Office
425 Main Street
Caldwell, Ohio 43724		Owned		$	452

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

  

EXHIBIT 24

 

DIRECTORS AND MANAGEMENT OF COMMUNITY

At June 30, 2016

 

						Director		Term
Name(1)		Position(s) Held with the Bank		Age		Since		Expires
Dominic Crock		Director		40		2012		2017
David Miller		Director		66		1992		2019
Alvin B. Parmiter		President, Chief Executive Officer and Director		46		1998		2017
Michael Schott		Director		64		1999		2019
Brian Shanahan		Director		56		2008		2018
Scott Wright		Director		53		2013		2018

 

(1)

The mailing address for each person listed is 425 Main Street, Caldwell, Ohio 43724

 

Source: Community Savings Bancorp, Inc.'s Prospectus

 

 

EXHIBIT 25

 

Key Demographic Data and Trends

Caldwell Village, Noble and Washington Counties in Ohio,

Wood County in West Virginia, Ohio and the United States

2000, 2010 and 2020

 

		2000				2010				% Change				2020				% Change
Population
Caldwell Village			1,956				1,748				(10.6	)%			1,702				(2.6	)%
Noble County, OH			14,058				14,645				4.2	%			14,276				(2.5	)%
Washington County, OH			63,251				61,778				(2.3	)%			60,822				(1.5	)%
Wood County, WV			87,986				86,956				(1.2	)%			86,171				(0.9	)%
Ohio			11,353,140				11,536,504				1.6	%			11,704,840				1.5	%
United States			281,421,906				308,745,538				9.7	%			332,139,637				7.6	%
Households
Caldwell Village			831				861				3.6	%			815				(5.3	)%
Noble County, OH			4,546				4,852				6.7	%			4,702				(3.1	)%
Washington County, OH			25,137				25,587				1.8	%			25,170				(1.6	)%
Wood County, WV			36,275				36,571				0.8	%			36,231				(0.9	)%
Ohio			4,445,773				4,603,435				3.5	%			4,669,326				1.4	%
United States			105,480,101				116,716,292				10.7	%			125,527,510				7.5	%
Per Capita Income
Caldwell Village		$	14,942			$	23,010				54.0	%			—				—
Noble County, OH			14,100				20,719				46.9	%			—				—
Washington County, OH			18,082				23,933				32.4	%			—				—
Wood County, WV			18,073				24,528				35.7	%			—				—
Ohio			21,003				26,520				26.3	%			—				—
United States			22,162				26,059				17.6	%			—				—
Median Household Income
Caldwell Village		$	26,020			$	28,850				10.9	%		$	34,523				19.7	%
Noble County, OH			32,940				37,126				12.7	%			41,338				11.3	%
Washington County, OH			34,275				43,512				26.9	%			48,433				11.3	%
Wood County, WV			33,285				42,471				27.6	%			48,908				15.2	%
Ohio			40,956				48,849				19.3	%			53,490				9.5	%
United States			41,994				50,046				19.2	%			61,618				23.1	%

 

Source: U.S. Census and Business Decision

 

 

EXHIBIT 26

 

Key Housing Data

Caldwell Village, Noble and Washington Counties in Ohio,

Wood County in West Virginia, Ohio and the United States

2000 & 2010

 

		2000				2010
Occupied Housing Units
Caldwell Village			831				861
Noble County, OH			4,546				4,852
Washington County, OH			25,137				25,587
Wood County, WV			36,275				36,571
Ohio			4,445,773				4,603,435
United States			105,480,101				116,716,292
Occupancy Rate
Caldwell Village
Owner-Occupied			61.3	%			56.7	%
Renter-Occupied			38.7	%			43.3	%
Noble County, OH
Owner-Occupied			79.8	%			77.9	%
Renter-Occupied			20.2	%			22.1	%
Washington County, OH
Owner-Occupied			76.3	%			73.9	%
Renter-Occupied			23.7	%			26.1	%
Wood County, WV
Owner-Occupied			73.4	%			71.7	%
Renter-Occupied			26.6	%			28.3	%
Ohio
Owner-Occupied			66.4	%			67.6	%
Renter-Occupied			33.6	%			32.4	%
United States
Owner-Occupied			66.2	%			65.4	%
Renter-Occupied			33.8	%			34.6	%
Median Housing Values
Caldwell Village		$	64,000			$	80,000
Noble County, OH			63,700				83,100
Washington County, OH			80,400				108,200
Wood County, WV			77,500				106,100
Ohio			103,700				134,400
United States			119,600				179,900
Median Rent
Caldwell Village		$	380			$	604
Noble County, OH			368				596
Washington County, OH			400				592
Wood County, WV			429				613
Ohio			515				685
United States			602				871

 

Source: U.S. Census Bureau

 

 

EXHIBIT 27

 

Major Sources of Employment by Industry Group

Caldwell Village, Noble and Washington Counties in Ohio,

Wood County in West Virginia, Ohio and the United States

2000 and 2010

 

		2000
		Caldwell				Noble				Washington				Wood								United
Industry Group		Village				County				County				County				Ohio				States
Agriculture/Mining			3.7	%			5.4	%			2.3	%			0.7	%			1.1	%			1.9	%
Construction			6.3	%			8.5	%			6.9	%			6.4	%			6.0	%			6.8	%
Manufacturing			19.1	%			23.5	%			19.1	%			18.1	%			20.0	%			14.1	%
Wholesale/Retail			12.5	%			12.4	%			17.0	%			18.4	%			15.5	%			15.3	%
Transportation/Utilities			1.7	%			5.6	%			5.4	%			5.2	%			4.9	%			5.2	%
Information			3.6	%			1.9	%			1.5	%			1.4	%			2.4	%			3.1	%
Finance, Insurance & Real Estate			4.6	%			2.2	%			4.5	%			5.3	%			6.3	%			6.9	%
Services			48.5	%			40.5	%			43.3	%			44.5	%			43.8	%			46.7	%

 

		2010
		Caldwell				Noble				Washington				Wood								United
		Village				County				County				County				Ohio				States
Agriculture/Mining			2.6	%			2.9	%			2.3	%			1.4	%			0.9	%			1.9	%
Construction			2.8	%			9.4	%			6.3	%			5.9	%			5.1	%			6.2	%
Manufacturing			7.1	%			15.6	%			15.1	%			12.7	%			15.0	%			10.4	%
Wholesale/Retail			19.1	%			16.2	%			13.8	%			16.3	%			14.8	%			14.5	%
Transportation/Utilities			9.8	%			5.2	%			5.7	%			5.4	%			4.8	%			4.9	%
Information			2.8	%			0.7	%			2.2	%			1.3	%			1.8	%			2.2	%
Finance, Insurance & Real Estate			6.1	%			2.7	%			5.5	%			5.4	%			6.4	%			6.7	%
Services			49.7	%			47.3	%			49.1	%			51.6	%			51.2	%			53.2	%

 

Source: Bureau of the Census

 

 

EXHIBIT 28

 

Unemployment Rates

Noble and Washington Counties in Ohio,

Wood County in West Virginia, Ohio and the United States

For the Years 2012 through 2015 and through June of 2016

 

																		June
Location		2012				2013				2014				2015				2016
Noble County, OH			11.0	%			9.6	%			7.6	%			7.4	%			7.9	%
Washington County, OH			8.6	%			8.6	%			6.4	%			6.0	%			6.7	%
Wood County, WV			7.3	%			6.2	%			6.0	%			6.2	%			5.8	%
Ohio			8.1	%			7.5	%			5.7	%			4.9	%			4.9	%
United States			8.1	%			7.4	%			6.2	%			5.3	%			5.1	%

 

Source: Local Area Unemployment Statistics - U.S. Bureau of Labor Statistics

 

 

EXHIBIT 29

 

Market Share of Deposits

Noble and Washington Counties in Ohio and Wood County in West Virginia

June 30, 2015

 

		Noble
		County's				Community's				Community's
		Deposits				Deposits				Share
		($000)				($000)				(%)
Banks		$	187,887				—				—
Thrifts			42,090			$	42,090				100.0	%
Total		$	229,977			$	42,090				18.3	%

 

		Washington
		County's				Community's				Community's
		Deposits				Deposits				Share
		($000)				($000)				(%)
Banks		$	1,296,705				—				—
Thrifts			39,224			$	0				0.0	%
Total		$	1,335,929			$	0				0.0	%

 

		Wood
		County's				Community's				Community's
		Deposits				Deposits				Share
		($000)				($000)				(%)
Banks		$	1,505,055				—				—
Thrifts			7,861			$	0				0.0	%
Total		$	1,512,916			$	0				0.0	%

 

		Total				Community's				Community's
		Deposits				Deposits				Share
		($000)				($000)				(%)
Banks		$	2,989,647				—				—
Thrifts			89,175			$	42,090				47.2	%
Total		$	3,078,822			$	42,090				1.4	%

 

Source: FDIC

 

 

EXHIBIT 30

 

National Interest Rates by Quarter

2012 - 2nd Quarter 2016

 

		1st Qtr.				2nd Qtr.				3rd Qtr.				4th Qtr.
		2012				2012				2012				2012
Prime Rate			3.25	%			3.25	%			3.25	%			3.25	%
90-Day Treasury Bills			0.10	%			0.10	%			0.10	%			0.11	%
1-Year Treasury Bills			0.19	%			0.19	%			0.17	%			0.15	%
30-Year Treasury Notes			3.35	%			2.76	%			2.82	%			2.95	%

 

		1st Qtr.				2nd Qtr.				3rd Qtr.				4th Qtr.
		2013				2013				2013				2013
Prime Rate			3.25	%			3.25	%			3.25	%			3.25	%
90-Day Treasury Bills			0.06	%			0.04	%			0.04	%			0.05	%
1-Year Treasury Bills			0.11	%			0.11	%			0.09	%			0.10	%
30-Year Treasury Notes			3.14	%			3.70	%			3.69	%			3.96	%

 

		1st Qtr.				2nd Qtr.				3rd Qtr.				4th Qtr.
		2014				2014				2014				2014
Prime Rate			3.25	%			3.25	%			3.25	%			3.25	%
90-Day Treasury Bills			0.05	%			0.04	%			0.13	%			0.07	%
1-Year Treasury Bills			0.13	%			0.11	%			0.14	%			0.13	%
30-Year Treasury Notes			3.56	%			3.34	%			3.07	%			2.75	%

 

		1st Qtr.				2nd Qtr.				3rd Qtr.				4th Qtr.
		2015				2015				2015				2015
Prime Rate			3.25	%			3.25	%			3.25	%			3.50	%
90-Day Treasury Bills			0.03	%			0.01	%			0.01	%			0.16	%
1-Year Treasury Bills			0.26	%			0.28	%			0.32	%			0.62	%
30-Year Treasury Notes			2.54	%			3.20	%			2.87	%			3.01	%
		1st Qtr.				2nd Qtr.
		2016				2016
Prime Rate			3.50	%			3.50	%
90-Day Treasury Bills			0.24	%			0.30	%
1-Year Treasury Bills			0.53	%			0.58	%
30-Year Treasury Notes			2.61	%			2.26	%

 

Source: The Wall Street Journal

 

 

Exhibit 31

  

KELLER & COMPANY	Page 1
Dublin, Ohio
614-766-1426

 

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF JUNE 30, 2016

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

 

								PER SHARE																				PRICING RATIOS
												52 Week				Earnings								12 Month				Price/Net				Price/Core				Price/				Price/Tang.				Price/
								Price				Change				(EPS)				Assets				Div.				Earnings				Earnings				Book Value				Book Value				Assets
				State		Exchange		($)				(%)				($)				($)				($)				(X)				(X)				(X)				(X)				(%)
SZBI		SOUTHFIRST BANCSHARES		AL		OTC PINK			4.42				19.5				0.49				129.62				0.28				9.02				7.25				32.05				32.05				3.41
BOFI		BOFI HOLDING		CA		NASDAQ			17.71				(83.2	)			1.81				122.25				0.03				9.78				9.84				170.95				172.61				14.49
BYFC		BROADWAY FINANCIAL CORP		CA		NASDAQ			1.81				29.3				0.29				13.32				0.00				6.24				6.24				104.62				104.62				13.59
FUBP		FIRST ULB CORP		CA		OTC PINK			15.30				5.5				0.88				284.46				0.13				17.39				17.39				57.69				60.71				5.38
MLGF		MALAGA FINANCIAL CORP		CA		OTC BB			23.25				3.3				2.12				173.22				0.86				10.97				10.97				100.82				100.82				13.42
PROV		PROVIDENT FINANCIAL HOLDINGS		CA		NASDAQ			18.30				9.3				0.88				140.20				0.49				20.80				21.53				112.96				113.52				13.05
FBNK		FIRST CONNECTICUT BANCORP		CT		NASDAQ			16.56				4.3				0.87				171.68				0.23				19.03				20.96				105.08				106.98				9.65
SIFI		SI FINANCIAL GROUP INC		CT		NASDAQ			13.24				13.7				0.41				123.44				0.16				32.29				33.10				103.12				128.05				10.73
UBNK		UNITED FINANCIAL BANCORP		CT		NASDAQ			12.98				(3.5	)			0.97				126.48				0.47				13.38				13.96				102.45				128.51				10.26
WSFS		WSFS FINANCIAL CORP		DE		NASDAQ			32.52				(57.0	)			0.57				191.54				0.21				57.05				17.12				161.55				192.09				16.98
ACFC		ATLANTIC COAST FINANCIAL CORP		FL		NASDAQ			5.98				34.4				0.57				57.50				0.00				10.49				10.68				116.80				117.72				10.40
EVER		EVERBANK FINANCIAL CORP		FL		NYSE			14.86				(24.4	)			1.15				212.95				0.22				12.92				12.81				100.20				157.08				6.98
FFHD		FIRSTATLANTIC BANK		FL		OTC BB			10.40				NM				0.57				70.84				0.41				18.25				18.25				112.43				118.32				14.68
SSNF		SUNSHINE FINANCIAL		FL		OTC PINK			19.15				6.7				(0.06	)			157.33				0.00				(319.17	)			(58.03	)			95.08				96.47				12.17
CHFN		CHARTER FINANCIAL CORP		GA		NASDAQ			13.28				7.0				0.61				70.11				0.20				21.77				22.13				100.76				103.27				18.94
TBNK		TERRITORIAL BANCORP INC		HI		NASDAQ			26.47				9.1				1.55				191.53				0.74				17.08				17.41				114.64				114.84				13.82
AJSB		AJS BANCORP		IL		OTC BB			14.90				(1.3	)			0.08				95.34				0.00				186.25				149.00				107.35				107.35				15.63
AFBA		ALLIED FIRST BANCORP		IL		OTC BB			0.60				1,100.0				1.55				225.66				0.00				0.39				0.39				3.88				3.88				0.27
BFIN		BANKFINANCIAL CORP		IL		NASDAQ			11.99				1.8				0.43				74.84				0.21				27.88				27.25				115.62				116.63				16.02
BFFI		BEN FRANKLIN FINANCIAL		IL		OTC BB			11.80				4.4				(1.25	)			117.40				0.00				(9.44	)			(8.31	)			97.93				97.93				10.05
FIRT		FIRST BANCTRUST CORP		IL		OTC PINK			17.70				9.3				1.49				207.83				0.93				11.88				12.12				83.25				85.71				8.52
GTPS		GREAT AMERICAN BANCORP		IL		OTC BB			22.85				(0.7	)			0.83				249.70				1.01				27.53				30.47				99.61				106.18				9.15
HARI		HARVARD BANCSHARES		IL		OTC BB			15.65				25.2				0.42				259.46				0.68				37.26				23.01				52.80				59.26				6.03
IROQ		IF BANCORP		IL		NASDAQ			18.34				10.9				0.82				145.46				1.00				22.37				24.13				111.02				112.65				12.61
JXSB		JACKSONVILLE BANCORP		IL		NASDAQ			27.24				15.6				1.71				168.53				1.12				15.93				17.46				111.96				123.04				16.16
MCPH		MIDLAND CAPITAL HOLDINGS CORP		IL		OTC PINK			19.00				58.3				(0.03	)			321.69				0.00				(633.33	)			(135.71	)			61.85				61.85				5.91
RYFL		ROYAL FINANCIAL		IL		OTC BB			11.60				28.9				2.57				79.92				0.70				4.51				4.96				84.92				85.61				14.51
SUGR		SUGAR CREEK FINANCIAL CORP		IL		OTC BB			11.40				9.1				0.11				102.53				0.64				103.64				103.64				97.44				97.44				11.12

 

 

KELLER & COMPANY	Page 2
Dublin, Ohio
614-766-1426

 

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF JUNE 30, 2016

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

 

								PER SHARE																				PRICING RATIOS
												52 Week				Earnings								12 Month				Price/Net				Price/Core				Price/				Price/Tang.				Price/
								Price				Change				(EPS)				Assets				Div.				Earnings				Earnings				Book Value				Book Value				Assets
				State		Exchange		($)				(%)				($)				($)				($)				(X)				(X)				(X)				(X)				(%)
AMFC		AMB FINANCIAL CORP		IN		OTC BB			12.60				15.6				1.58				193.53				1.51				7.97				8.08				66.77				67.74				6.51
DSFN		DSA FINANCIAL CORP		IN		OTC BB			9.25				(9.3	)			0.49				68.56				0.00				18.88				18.50				92.78				94.29				13.49
FFWC		FFW CORP		IN		OTC PINK			25.50				8.1				3.29				306.55				2.25				7.75				7.77				80.29				84.27				8.32
FDLB		FIDELITY FEDERAL BANCORP		IN		OTC PINK			25.00				0.0				5.89				499.47				2.59				4.24				5.95				39.28				39.64				5.01
FBPI		FIRST BANCORP OF INDIANA		IN		OTC BB			16.40				5.8				1.19				231.53				0.81				13.78				15.19				68.13				82.83				7.08
FCAP		FIRST CAPITAL		IN		NASDAQ			33.89				25.2				1.60				219.55				0.86				21.18				20.92				154.96				173.62				15.44
FSFG		FIRST SAVINGS FINANCIAL GROUP		IN		NASDAQ			34.54				16.1				2.93				321.42				1.27				11.79				11.87				103.29				117.05				10.75
LOGN		LOGANSPORT FINANCIAL CORP		IN		OTC PINK			39.25				39.4				2.98				253.11				0.77				13.17				13.26				116.06				117.09				15.51
MSVB		MID-SOUTHERN SAVINGS BANK, FSB		IN		OTC PINK			14.60				12.3				1.12				122.49				0.00				13.04				12.27				94.74				94.74				11.92
NWIN		NORTHWEST INDIANA BANCORP		IN		OTC BB			29.00				9.2				2.86				303.63				1.08				10.14				10.62				98.74				102.65				9.55
TDCB		THIRD CENTURY BANCORP		IN		OTC BB			9.00				(3.2	)			0.44				91.44				1.09				20.45				15.52				88.24				89.02				9.84
UCBA		UNITED COMMUNITY BANCORP		IN		NASDAQ			14.07				1.9				0.79				122.68				1.70				17.81				17.59				94.43				100.00				11.47
WEIN		WEST END INDIANA BANCSHARES		IN		OTC BB			24.75				10.0				1.70				248.55				1.95				14.56				14.73				99.52				101.85				9.96
CFFN		CAPITOL FEDERAL FINANCIAL		KS		NASDAQ			13.95				15.9				0.59				68.06				0.82				23.64				23.64				136.36				136.36				20.50
PBSK		POAGE BANKSHARES		KY		NASDAQ			17.18				12.1				0.81				114.79				0.79				21.21				20.70				94.66				98.79				14.97
CTUY		CENTURY NEXT FINANCIAL CORP		LA		OTC BB			17.65				(11.8	)			0.39				208.93				0.00				45.26				45.26				87.59				87.59				8.45
FPBF		FPB FINANCIAL CORP		LA		OTC PINK			16.00				(0.2	)			1.94				152.43				0.63				8.25				8.60				96.33				96.33				10.50
HIBE		HIBERNIA BANCORP		LA		OTC BB			20.50				(10.9	)			0.23				119.24				0.00				89.13				89.13				101.59				101.59				17.19
HFBL		HOME FEDERAL BANCORP OF LOUISIANA		LA		NASDAQ			21.45				6.2				1.62				181.12				2.00				13.24				13.24				102.05				102.63				11.84
MDNB		MINDEN BANCORP		LA		OTC BB			24.00				(3.0	)			1.88				136.21				0.00				12.77				12.77				113.37				113.37				17.62
BHBK		BLUE HILLS BANCORP		MA		NASDAQ			14.76				5.4				0.27				77.29				0.05				54.67				56.77				104.98				108.21				19.10
BRKL		BROOKLINE BANCORP		MA		NASDAQ			11.03				(2.3	)			0.80				88.02				0.36				13.79				14.51				113.01				143.99				12.53
BLMT		BSB BANCORP INC		MA		NASDAQ			22.65				2.4				0.89				210.78				0.00				25.45				25.45				137.86				138.28				10.75
GTWN		GEORGETOWN BANCORP		MA		NASDAQ			20.32				13.7				0.73				166.32				0.00				27.84				28.62				125.90				127.72				12.22
HIFS		HINGHAM INSTITUTION FOR SAVINGS		MA		NASDAQ			122.92				6.8				9.47				869.04				1.48				12.98				13.05				182.73				182.73				14.14
MTGB		MEETINGHOUSE BANCORP INC		MA		OTC BB			16.65				17.8				0.41				186.91				0.00				40.61				45.00				115.30				118.67				8.91
EBSB		MERIDIAN BANCORP		MA		NASDAQ			14.78				10.2				0.48				69.20				0.09				30.79				32.13				136.73				140.09				21.36
PLRM		PILGRIM BANCSHARES		MA		OTC BB			12.85				6.2				0.32				100.34				0.00				40.16				40.16				125.73				125.73				12.81

 

 

KELLER & COMPANY	Page 3
Dublin, Ohio
614-766-1426

 

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF JUNE 30, 2016

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

 

							PER SHARE																					PRICING RATIOS
												52 Week				Earnings								12 Month				Price/Net				Price/Core				Price/				Price/Tang.				Price/
								Price				Change				(EPS)				Assets				Div.				Earnings				Earnings				Book Value				Book Value				Assets
				State		Exchange		($)				(%)				($)				($)				($)				(X)				(X)				(X)				(X)				(%)
PVBC		PROVIDENT BANCORP		MA		NASDAQ			15.42				NM				0.45				77.56				0.00				34.27				10.78				147.70				147.70				19.88
WEBK		WELLESLEY BANCORP INC		MA		NASDAQ			20.30				1.5				1.19				251.67				0.00				17.06				17.20				85.26				85.47				8.07
WFD		WESTFIELD FINANCIAL INC		MA		NASDAQ			8.43				9.1				0.11				74.94				0.11				76.64				29.07				107.66				107.66				11.25
BYBK		BAY BANCORP		MD		NASDAQ			5.07				(4.2	)			0.16				41.89				0.00				31.69				33.80				82.44				85.50				12.10
IFSB		COLOMBO BANK		MD		OTC PINK			0.33				17.9				0.22				128.58				0.00				1.50				16.50				2.54				2.54				0.26
HBK		HAMILTON BANCORP		MD		NASDAQ			13.91				15,355.6				0.00				113.25				2.93				NM				(154.56	)			92.24				107.08				12.28
SVBI		SEVERN BANCORP		MD		NASDAQ			6.00				24.7				0.45				75.83				0.00				13.33				12.24				69.69				70.42				7.91
FBC		FLAGSTAR BANCORP		MI		NYSE			24.41				32.1				2.92				242.88				0.00				8.36				8.36				88.63				138.61				10.05
FFNM		FRST FED OF NO MICH BANCORP		MI		OTC QX			6.85				7.2				0.79				81.84				0.19				8.67				5.66				83.33				88.96				8.37
STBI		STURGIS BANCORP		MI		OTC BB			11.45				11.2				1.40				185.32				0.48				8.18				8.30				65.99				83.52				6.18
WBKC		WOLVERINE BANCORP		MI		NASDAQ			25.50				4.1				0.48				179.26				1.39				53.13				16.14				89.69				89.79				14.23
HMNF		HMN FINANCIAL		MN		NASDAQ			13.58				15.2				0.95				142.14				0.67				14.29				14.15				79.37				82.91				9.55
REDW		REDWOOD FINANCIAL		MN		OTC PINK			34.50				15.0				0.51				49.73				0.24				67.65				71.88				556.45				643.66				69.37
WEFP		WELLS FINANCIAL CORP		MN		OTC PINK			35.00				25.0				6.29				339.26				5.33				5.56				5.39				109.41				119.25				10.32
CCFC		CCSB FINANCIAL CORP		MO		OTC PINK			9.99				24.9				0.11				102.20				0.00				90.82				99.90				88.64				88.80				9.77
CFDB		CENTRAL FEDERAL S&L ASSN OF ROLLA		MO		OTC PINK			11.23				NM				(0.02	)			45.50				0.00				(561.50	)			(374.33	)			93.12				93.12				24.68
FBSI		FIRST BANCSHARES		MO		OTC PINK			10.24				50.4				1.85				138.17				0.06				5.54				5.39				84.00				84.00				7.41
LXMO		LEXINGTON B & L FINANCIAL CORP		MO		OTC PINK			28.92				52.2				0.74				167.71				0.00				39.08				41.91				139.24				146.95				17.24
LBCP		LIBERTY BANCORP		MO		OTC BB			17.40				12.6				1.34				122.05				5.78				12.99				13.18				126.36				135.20				14.26
NASB		NASB FINANCIAL		MO		OTC BB			30.00				13.2				2.92				213.55				0.81				10.27				10.60				116.41				128.04				14.05
QRRY		QUARRY CITY S&L ASSN		MO		OTC BB			13.19				9.9				0.51				126.07				0.00				25.86				25.86				65.07				67.64				10.46
ASBB		ASB BANCORP		NC		NASDAQ			24.53				13.3				1.02				196.33				2.13				24.05				28.52				113.25				113.25				12.49
ENFC		ENTEGRA FINANCIAL CORP		NC		NASDAQ			17.49				(0.3	)			3.47				162.35				0.00				5.04				4.29				84.70				88.69				10.77
KSBI		KS BANCORP		NC		OTC BB			13.56				12.5				1.34				265.74				0.30				10.12				10.85				52.56				52.56				5.10
LSFG		LIFESTORE FINANCIAL GROUP		NC		OTC PINK			16.25				20.4				1.37				252.51				0.00				11.86				13.10				61.39				63.45				6.44
LTLB		LITTLE BANK, SSB		NC		OTC PINK			12.65				15.0				1.00				112.97				0.16				12.65				12.78				113.25				113.25				11.20
EQFN		EQUITABLE FINANCIAL CORP		NE		NASDAQ			8.31				(8.2	)			0.33				67.29				0.00				25.18				24.44				107.92				111.99				12.35
MCBK		MADISON COUNTY FINANCIAL		NE		OTC PINK			18.40				(12.4	)			1.27				119.24				0.25				14.49				15.08				85.78				90.20				15.43

 

 

 

KELLER & COMPANY	Page 4
Dublin, Ohio
614-766-1426

 

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF JUNE 30, 2016

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

 

								PER SHARE																				PRICING RATIOS
												52 Week				Earnings								12 Month				Price/Net				Price/Core				Price/				Price/Tang.				Price/
								Price				Change				(EPS)				Assets				Div.				Earnings				Earnings				Book Value				Book Value				Assets
				State		Exchange		($)				(%)				($)				($)				($)				(X)				(X)				(X)				(X)				(%)
GUAA		GUARANTY BANCORP		NH		OTC PINK			18.50				0.0				0.12				18.85				0.04				154.17				205.56				1,045.20				1,051.14				98.14
LSBG		LAKE SUNAPEE BANK GROUP		NH		NASDAQ			17.11				18.6				1.10				186.53				0.55				15.55				15.41				102.64				167.75				9.17
LFGP		LEDYARD FINANCIAL GROUP		NH		OTC PINK			48.00				(2.0	)			3.85				439.02				2.30				12.47				13.22				120.69				120.69				10.93
CSBK		CLIFTON BANCORP INC		NJ		NASDAQ			15.07				7.7				0.22				50.47				0.29				68.50				68.50				118.75				118.75				29.86
DLNO		DELANCO BANCORP		NJ		OTC PINK			9.55				5.5				0.09				136.96				0.00				106.11				19.90				70.64				70.64				6.97
KRNY		KEARNY FINANCIAL CORP		NJ		NASDAQ			12.58				12.7				0.08				47.96				0.06				157.25				139.78				101.04				111.52				26.23
MSBF		MSB FINANCIAL CORP		NJ		NASDAQ			13.79				4.1				0.06				63.85				0.00				229.83				137.90				150.88				150.88				21.60
NFBK		NORTHFIELD BANCORP		NJ		NASDAQ			14.83				(1.5	)			0.38				76.06				0.25				39.03				40.08				117.61				126.00				19.50
OSHC		OCEAN SHORE HOLDING CO		NJ		NASDAQ			16.96				14.3				1.08				164.10				0.24				15.70				15.70				95.50				99.94				10.34
OCFC		OCEANFIRST FINANCIAL CORP		NJ		NASDAQ			18.17				(2.6	)			1.11				149.95				0.51				16.37				16.52				130.34				132.15				12.12
ORIT		ORITANI FINANCIAL CORP		NJ		NASDAQ			15.99				(0.4	)			1.24				81.18				1.12				12.90				24.60				134.26				134.26				19.70
PFS		PROVIDENT FINANCIAL SERVICES		NJ		NYSE			19.64				3.4				1.29				137.19				0.64				15.22				15.46				106.39				343.36				14.32
AF		ASTORIA FINANCIAL CORP		NY		NYSE			15.33				11.2				0.86				148.15				0.16				17.83				18.04				92.46				105.29				10.35
CARV		CARVER BANCORP		NY		NASDAQ			3.72				(32.6	)			(0.45	)			200.80				0.00				(8.27	)			(6.76	)			24.70				24.80				1.85
DCOM		DIME COMMUNITY BANCSHARES		NY		NASDAQ			17.01				0.4				2.22				147.63				0.55				7.66				14.54				117.72				131.35				11.52
ESBK		ELMIRA SAVINGS BANK		NY		NASDAQ			19.66				(2.1	)			1.53				206.32				0.92				12.85				13.56				96.99				130.37				9.53
PBHC		PATHFINDER BANCORP		NY		NASDAQ			11.27				(4.2	)			0.21				190.54				0.00				53.67				19.10				65.64				70.13				5.91
PFDB		PATRIOT FEDERAL BANK		NY		OTC PINK			7.01				3.9				0.40				136.17				0.00				17.53				18.95				54.60				55.42				5.15
SNNY		SUNNYSIDE BANCORP INC		NY		OTC BB			12.75				21.4				(0.11	)			120.20				0.00				(115.91	)			(57.95	)			89.16				89.16				10.61
TRST		TRUSTCO BANK CORP NY		NY		NASDAQ			6.41				(8.8	)			0.44				49.99				0.26				14.57				14.57				144.37				144.70				12.82
ASBN		ASB FINANCIAL CORP		OH		OTC PINK			12.55				(3.4	)			1.17				154.36				0.00				10.73				10.64				74.04				82.67				8.13
CFBK		CENTRAL FEDERAL CORP		OH		NASDAQ			1.36				3.8				0.28				21.92				0.00				4.86				6.80				56.90				57.14				6.20
CIBN		COMMUNITY INVESTORS BANCORP		OH		OTC PINK			13.75				29.0				1.97				263.69				0.38				6.98				6.94				59.47				62.05				5.21
FDEF		FIRST DEFIANCE FINANCIAL CORP		OH		NASDAQ			38.85				3.5				3.01				263.90				0.84				12.91				13.04				123.84				175.00				14.72
FNFI		FIRST NILES FINANCIAL		OH		OTC PINK			8.75				(4.4	)			0.17				85.21				0.25				51.47				(175.00	)			81.32				81.32				10.27
HCFL		HOME CITY FINANCIAL CORP		OH		OTC PINK			18.60				3.9				1.68				182.95				0.60				11.07				10.69				94.80				94.80				10.17
HLFN		HOME LOAN FINANCIAL CORP		OH		OTC BB			22.05				2.6				2.28				142.53				1.43				9.67				9.67				137.64				138.59				15.47
MWBC		MW BANCORP INC		OH		OTC BB			15.75				5.0				1.05				139.32				0.00				15.00				20.72				90.83				91.15				11.30

 

 

KELLER & COMPANY	Page 5
Dublin, Ohio
614-766-1426

 

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF JUNE 30, 2016

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

 

								PER SHARE																				PRICING RATIOS
												52 Week				Earnings								12 Month				Price/Net				Price/Core				Price/				Price/Tang.				Price/
								Price				Change				(EPS)				Assets				Div.				Earnings				Earnings				Book Value				Book Value				Assets
				State		Exchange		($)				(%)				($)				($)				($)				(X)				(X)				(X)				(X)				(%)
PPSF		PEOPLES-SIDNEY FINANCIAL CORP		OH		OTC PINK			8.60				11.0				0.37				80.55				0.35				23.24				23.24				79.85				79.85				10.68
PFOH		PERPETUAL FEDERAL SAVINGS BANK		OH		OTC PINK			20.55				(6.6	)			2.02				151.16				0.79				10.17				10.22				77.20				77.20				13.59
UCFC		UNITED COMMUNITY FINANCIAL CORP		OH		NASDAQ			6.08				13.6				0.33				42.80				0.09				18.42				17.88				114.93				118.98				14.21
VERF		VERSAILLES FINANCIAL CORP		OH		OTC BB			19.24				16.3				0.33				142.60				1.35				58.30				58.30				77.71				77.71				13.49
WAYN		WAYNE SAVINGS BANCSHARES		OH		NASDAQ			12.72				(5.0	)			0.69				157.50				0.36				18.43				17.67				88.52				93.39				8.08
BNCL		BENEFICIAL BANCORP		PA		NASDAQ			12.72				1.8				0.28				60.13				0.00				45.43				43.86				97.40				110.80				21.15
ESSA		ESSA BANCORP		PA		NASDAQ			13.40				4.2				0.78				155.62				0.33				17.18				18.36				86.96				96.40				8.61
HARL		HARLEYSVILLE SAVINGS FINANCIAL CORP		PA		OTC PINK			18.10				(3.2	)			1.33				202.82				1.19				13.61				13.71				105.42				105.42				8.92
MLVF		MALVERN BANCORP		PA		NASDAQ			15.60				5.1				0.76				116.36				0.00				20.53				22.61				133.33				134.02				13.41
NWBI		NORTHWEST BANCSHARES INC		PA		NASDAQ			14.83				15.7				0.61				88.11				0.54				24.31				24.31				128.96				167.95				16.83
PBCP		POLONIA BANCORP		PA		OTC BB			10.75				(17.3	)			(0.09	)			86.33				0.00				(119.44	)			(44.79	)			110.14				110.60				12.45
PBIP		PRUDENTIAL BANCORP		PA		NASDAQ			14.10				(2.8	)			0.12				65.16				0.00				117.50				(201.43	)			117.60				117.60				21.64
QNTO		QUAINT OAK BANCORP INC		PA		OTC PINK			11.70				(45.6	)			0.70				100.33				0.00				16.71				16.03				121.24				121.62				11.66
STND		STANDARD FINANCIAL CORP		PA		NASDAQ			23.20				10.3				1.05				140.27				1.47				22.10				23.20				114.51				132.72				16.54
WVFC		WVS FINANCIAL CORP		PA		NASDAQ			11.35				(2.2	)			0.08				165.93				0.64				141.88				18.61				75.47				75.47				6.84
CWAY		COASTWAY BANCORP		RI		NASDAQ			12.45				10.5				0.39				117.12				0.00				31.92				26.49				110.27				110.67				10.63
FCPB		FIRST CAPITAL BANCSHARES		SC		OTC PINK			6.35				21.0				0.59				92.57				0.00				10.76				9.92				45.45				45.45				6.86
FSGB		FIRST FEDERAL OF SOUTH CAROLINA, FSB		SC		OTC PINK			2.36				(57.1	)			0.46				71.43				0.00				5.13				7.61				51.64				55.01				3.30
CASH		META FINANCIAL GROUP		SD		NASDAQ			50.96				18.7				3.25				361.59				0.47				15.68				15.49				138.18				176.64				14.09
AFCB		ATHENS BANCSHARES CORP		TN		NASDAQ			26.00				(10.3	)			1.70				181.89				0.00				15.29				15.20				115.40				115.45				14.29
FABK		FIRST ADVANTAGE BANCORP		TN		NASDAQ			16.08				12.4				0.85				124.48				0.51				18.92				19.61				100.00				100.00				12.92
SFBK		SFB BANCORP		TN		OTC PINK			34.00				3.1				1.30				111.02				0.37				26.15				26.98				139.29				140.73				30.63
UNTN		UNITED TENNESSEE BANKSHARES		TN		OTC PINK			18.00				0.0				1.42				175.07				0.66				12.68				12.86				100.95				100.95				10.28
BAFI		BANCAFFILIATED		TX		OTC PINK			75.00				0.0				30.56				2,167.36				14.37				2.45				2.52				37.70				39.53				3.46
TBK		TRIUMPH BANCORP		TX		NASDAQ			16.00				21.7				1.13				93.67				0.00				14.16				14.16				105.19				116.62				17.08
ANCB		ANCHOR BANCORP		WA		NASDAQ			23.63				5.1				0.31				166.47				2.20				76.23				38.11				101.85				102.25				14.19
FFNW		FIRST FINANCIAL NORTHWEST		WA		NASDAQ			13.28				6.6				0.64				69.17				0.23				20.75				20.43				106.58				106.58				19.20
FSBW		FS BANCORP		WA		NASDAQ			25.35				12.9				2.69				255.69				0.00				9.42				9.42				98.68				124.26				9.91

 

 

KELLER & COMPANY	Page 6
Dublin, Ohio
614-766-1426

 

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF JUNE 30, 2016

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

 

								PER SHARE																				PRICING RATIOS
												52 Week				Earnings								12 Month				Price/Net				Price/Core				Price/				Price/Tang.				Price/
								Price				Change				(EPS)				Assets				Div.				Earnings				Earnings				Book Value				Book Value				Assets
				State		Exchange		($)				(%)				($)				($)				($)				(X)				(X)				(X)				(X)				(%)
HMST		HOMESTREET		WA		NASDAQ			19.92				(12.7	)			1.52				220.66				0.55				13.11				13.64				92.44				231.63				9.03
RVSB		RIVERVIEW BANCORP		WA		NASDAQ			4.73				10.5				0.28				40.86				0.00				16.89				15.77				83.57				105.35				11.58
SFBC		SOUND FINANCIAL BANCORP		WA		NASDAQ			23.95				14.4				1.88				218.80				0.58				12.74				12.47				108.62				122.44				10.95
TSBK		TIMBERLAND BANCORP		WA		NASDAQ			15.00				49.7				1.43				121.80				0.33				10.49				10.27				113.72				125.42				12.32
BKMU		BANK MUTUAL CORP		WI		NASDAQ			7.68				0.1				0.33				55.59				0.20				23.27				23.27				121.90				128.21				13.82
HWIS		HOME BANCORP WISCONSIN		WI		OTC PINK			9.50				26.7				(0.32	)			150.32				0.00				(29.69	)			(52.78	)			75.88				75.88				6.32
WSBF		WATERSTONE FINANCIAL		WI		NASDAQ			15.33				16.1				0.60				59.41				0.19				25.55				25.55				113.81				114.49				25.80
WBB		WESTBURY BANCORP		WI		NASDAQ			19.00				8.6				0.34				154.40				0.73				55.88				3.98				112.09				115.50				12.31
CRZY		CRAZY WOMAN CREEK BANCORP		WY		OTC PINK			13.50				23.5				0.96				129.62				0.34				14.06				14.06				96.29				97.40				10.42

 

 

KELLER & COMPANY	Page 7
Dublin, Ohio
614-766-1426

 

SHARE DATA AND PRICING RATIOS

PUBLICLY-TRADED, FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

PRICES AS OF JUNE 30, 2016

ALL RATIOS/FINANCIAL DATA AS OF MOST RECENT FOUR QUARTERS

 

		PER SHARE																				PRICING RATIOS
						52 Week				Earnings								12 Month				Price/Net				Price/Core				Price/				Price/Tang.				Price/
		Price				Change				(EPS)				Assets				Div.				Earnings				Earnings				Book Value				Book Value				Assets
		($)				(%)				($)				($)				($)				(X)				(X)				(X)				(X)				(%)
ALL INSTITUTIONS
AVERAGE			17.74				119.31				1.29				167.73				0.63				15.20				14.06				107.92				117.14				13.01
HIGH			122.92				15,355.60				30.56				2,167.36				14.37				229.83				205.56				1,045.20				1,051.14				98.14
LOW			0.33				(83.20	)			(1.25	)			13.32				0.00				(633.33	)			(374.33	)			2.54				2.54				0.26
AVERAGE FOR STATE
OH			15.30				5.33				1.18				140.65				0.49				19.33				2.37				89.00				94.60				10.89
AVERAGE BY REGION
MID-ATLANTIC			17.30				5.95				1.23				153.43				0.46				18.28				15.54				104.53				120.18				12.24
MIDWEST			17.16				33.62				1.24				171.98				0.69				8.41				10.87				89.96				95.45				10.94
NORTH CENTRAL			18.82				17.81				1.34				130.84				1.07				(17.39	)			(1.76	)			137.55				148.32				18.11
NORTHEAST			23.28				6.61				1.27				186.40				0.32				36.28				35.64				170.68				180.00				17.25
SOUTHEAST			17.02				5.41				1.17				155.91				0.32				(4.36	)			10.57				92.97				99.46				11.39
SOUTHWEST			27.23				0.29				5.39				436.99				2.43				26.47				26.53				91.97				93.95				12.31
WEST			14.69				335.19				0.76				130.17				0.41				29.34				12.82				101.61				116.33				12.77
AVERAGE BY EXCHANGE
NYSE			18.56				5.58				1.56				185.29				0.25				13.58				13.67				96.92				186.09				10.43
NASDAQ			18.04				212.62				1.01				141.63				0.49				30.85				17.85				109.86				120.16				13.72
OTC-BB			16.04				44.23				0.98				160.22				0.70				20.27				23.40				91.56				94.54				10.99
OTC PINK			18.66				9.81				2.06				224.11				0.90				(18.06	)			(0.16	)			118.52				122.36				13.59

 

 

Exhibit 32

 

KELLER & COMPANY	Page 1
Dublin, Ohio
614-766-1426

 

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

MOST RECENT FOUR QUARTERS

 

						ASSETS AND EQUITY												PROFITABILITY																CAPITAL ISSUES
						Total				Total				Total								Core								Core						Number of				Mkt. Value
						Assets				Equity				Tang. Equity				ROAA				ROAA				ROAE				ROAE						Shares				of Shares
				State		($000)				($000)				($000)				(%)				(%)				(%)				(%)				Exchange		Outstg.				($000)
SZBI		SOUTHFIRST BANCSHARES		AL			91,857				9,773				9,773				0.37				0.46				3.52				4.43			OTC PINK			708,670				3,132
BOFI		BOFI HOLDING		CA			7,705,622				653,289				646,539				1.72				1.71				17.44				19.73			NASDAQ			63,032,258				1,116,301
BYFC		BROADWAY FINANCIAL CORP		CA			387,237				50,381				50,341				2.27				2.31				16.69				18.63			NASDAQ			29,076,708				52,629
FUBP		FIRST ULB CORP		CA			401,066				37,386				35,528				0.32				0.32				3.32				3.44			OTC PINK			1,409,938				21,572
MLGF		MALAGA FINANCIAL CORP		CA			1,010,910				134,554				134,554				1.24				1.24				9.17				9.43			OTC BB			5,836,000				135,687
PROV		PROVIDENT FINANCIAL HOLDINGS		CA			1,173,751				135,650				134,995				0.62				0.60				5.46				5.15			NASDAQ			8,372,023				153,208
FBNK		FIRST CONNECTICUT BANCORP		CT			2,701,913				248,013				243,573				0.52				0.47				5.52				5.10			NASDAQ			15,737,863				260,619
SIFI		SI FINANCIAL GROUP INC		CT			1,508,054				156,848				126,271				0.35				0.34				3.17				3.09			NASDAQ			12,217,088				161,754
UBNK		UNITED FINANCIAL BANCORP		CT			6,320,415				633,278				504,653				0.82				0.79				7.66				7.50			NASDAQ			49,969,878				648,609
WSFS		WSFS FINANCIAL CORP		DE			5,686,188				597,580				502,480				0.32				1.06				2.82				10.22			NASDAQ			29,686,400				965,402
ACFC		ATLANTIC COAST FINANCIAL CORP		FL			891,789				79,424				78,739				1.08				1.05				11.14				11.31			NASDAQ			15,509,061				92,744
EVER		EVERBANK FINANCIAL CORP		FL			26,641,399				1,855,903				1,183,702				0.58				0.58				7.77				8.03			NYSE			125,104,343				1,859,051
FFHD		FIRSTATLANTIC BANK		FL			424,665				55,463				52,725				0.84				0.83				6.19				6.22			OTC BB			5,995,000				62,348
SSNF		SUNSHINE FINANCIAL		FL			162,191				20,767				20,467				(0.04	)			(0.22	)			(0.29	)			(1.65	)		OTC PINK			1,030,898				19,742
CHFN		CHARTER FINANCIAL CORP		GA			1,053,073				198,030				193,117				0.89				0.87				4.66				4.39			NASDAQ			15,020,869				199,477
TBNK		TERRITORIAL BANCORP INC		HI			1,850,108				223,027				222,645				0.84				0.83				6.73				6.72			NASDAQ			9,659,685				255,692
AJSB		AJS BANCORP		IL			206,602				30,084				30,080				0.09				0.11				0.61				0.74			OTC BB			2,167,040				32,289
AFBA		ALLIED FIRST BANCORP		IL			115,378				7,904				7,904				0.67				0.66				10.03				10.55			OTC BB			511,300				307
BFIN		BANKFINANCIAL CORP		IL			1,511,808				209,488				207,640				0.58				0.60				4.10				4.15			NASDAQ			20,200,000				242,198
BFFI		BEN FRANKLIN FINANCIAL		IL			81,746				8,388				8,388				(1.03	)			(1.17	)			(10.36	)			(11.19	)		OTC BB			696,330				8,217
FIRT		FIRST BANCTRUST CORP		IL			447,454				45,776				44,467				0.73				0.71				7.03				6.98			OTC PINK			2,153,000				38,108
GTPS		GREAT AMERICAN BANCORP		IL			183,528				16,864				15,819				0.33				0.30				3.62				3.34			OTC BB			735,000				16,795
HARI		HARVARD BANCSHARES		IL			211,737				24,189				21,555				0.16				0.26				1.41				2.32			OTC BB			816,076				12,772
IROQ		IF BANCORP		IL			583,894				66,299				65,351				0.58				0.54				4.96				4.56			NASDAQ			4,014,061				73,618
JXSB		JACKSONVILLE BANCORP		IL			302,015				43,591				39,681				1.01				0.92				7.04				6.50			NASDAQ			1,792,013				48,814
MCPH		MIDLAND CAPITAL HOLDINGS CORP		IL			119,860				11,445				11,445				(0.01	)			(0.05	)			(0.10	)			(0.47	)		OTC PINK			372,600				7,079
RYFL		ROYAL FINANCIAL		IL			204,845				35,014				34,726				4.11				3.73				18.84				NM			OTC BB			2,563,000				29,731
SUGR		SUGAR CREEK FINANCIAL CORP		IL			96,348				10,993				10,993				0.11				0.11				0.96				0.95			OTC BB			939,730				10,713

 

 

KELLER & COMPANY	Page 2
Dublin, Ohio
614-766-1426

 

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

MOST RECENT FOUR QUARTERS

 

						ASSETS AND EQUITY												PROFITABILITY																CAPITAL ISSUES
						Total				Total				Total								Core								Core						Number of				Mkt. Value
						Assets				Equity				Tang. Equity				ROAA				ROAA				ROAE				ROAE						Shares				of Shares
				State		($000)				($000)				($000)				(%)				(%)				(%)				(%)				Exchange		Outstg.				($000)
AMFC		AMB FINANCIAL CORP		IN			189,976				18,528				18,256				0.83				0.82				8.35				8.29			OTC BB			981,630				12,369
DSFN		DSA FINANCIAL CORP		IN			114,500				16,651				16,376				0.71				0.72				4.95				5.16			OTC BB			1,670,000				15,448
FFWC		FFW CORP		IN			340,889				35,321				33,646				1.08				1.08				10.35				10.48			OTC PINK			1,112,000				28,356
FDLB		FIDELITY FEDERAL BANCORP		IN			385,837				49,173				48,723				1.33				0.95				9.25				8.20			OTC PINK			772,500				19,313
FBPI		FIRST BANCORP OF INDIANA		IN			401,008				41,688				34,292				0.52				0.47				4.92				4.52			OTC BB			1,732,000				28,405
FCAP		FIRST CAPITAL		IN			732,998				73,012				65,171				0.89				0.90				7.31				8.36			NASDAQ			3,338,603				113,145
FSFG		FIRST SAVINGS FINANCIAL GROUP		IN			758,425				78,912				69,635				0.93				0.93				8.75				8.91			NASDAQ			2,359,581				81,500
LOGN		LOGANSPORT FINANCIAL CORP		IN			168,349				22,497				22,297				1.18				1.17				8.82				8.94			OTC PINK			665,110				26,106
MSVB		MID-SOUTHERN SAVINGS BANK, FSB		IN			179,966				22,642				22,642				0.88				0.94				7.29				8.05			OTC PINK			1,469,200				21,450
NWIN		NORTHWEST INDIANA BANCORP		IN			867,358				83,897				80,688				0.98				0.94				9.74				9.65			OTC BB			2,856,657				82,843
TDCB		THIRD CENTURY BANCORP		IN			129,840				14,490				14,353				0.49				0.64				4.34				5.50			OTC BB			1,420,000				12,780
UCBA		UNITED COMMUNITY BANCORP		IN			515,401				62,600				59,112				0.64				0.65				5.29				5.21			NASDAQ			4,201,326				59,113
WEIN		WEST END INDIANA BANCSHARES		IN			275,011				27,519				26,891				0.70				0.69				6.83				6.79			OTC BB			1,106,476				27,385
CFFN		CAPITOL FEDERAL FINANCIAL		KS			9,333,802				1,403,408				1,402,932				0.83				0.83				5.75				5.58			NASDAQ			137,149,688				1,913,238
PBSK		POAGE BANKSHARES		KY			435,528				68,849				65,967				0.73				0.74				4.49				4.65			NASDAQ			3,794,021				65,181
CTUY		CENTURY NEXT FINANCIAL CORP		LA			220,579				21,275				21,275				0.21				0.21				1.96				2.05			OTC BB			1,055,760				18,634
FPBF		FPB FINANCIAL CORP		LA			243,426				26,521				26,521				1.31				1.26				11.69				11.68			OTC PINK			1,597,000				25,552
HIBE		HIBERNIA BANCORP		LA			117,732				19,926				19,926				0.20				0.20				1.15				1.15			OTC BB			987,330				20,240
HFBL		HOME FEDERAL BANCORP OF LOUISIANA		LA			362,913				42,127				41,874				0.90				0.90				7.71				7.64			NASDAQ			2,003,751				42,980
MDNB		MINDEN BANCORP		LA			320,374				49,802				49,802				1.42				1.42				8.89				9.32			OTC BB			2,352,000				56,448
BHBK		BLUE HILLS BANCORP		MA			2,163,327				393,556				381,922				0.39				0.37				1.93				1.80			NASDAQ			27,990,192				413,135
BRKL		BROOKLINE BANCORP		MA			6,196,677				686,794				538,906				0.94				0.90				8.23				8.07			NASDAQ			70,396,856				776,477
BLMT		BSB BANCORP INC		MA			1,916,234				149,344				148,878				0.48				0.48				5.41				5.61			NASDAQ			9,091,090				205,913
GTWN		GEORGETOWN BANCORP		MA			306,185				29,709				29,280				0.47				0.45				4.54				4.55			NASDAQ			1,840,920				37,407
HIFS		HINGHAM INSTITUTION FOR SAVINGS		MA			1,849,971				143,202				143,202				1.18				1.17				14.07				14.93			NASDAQ			2,128,750				261,666
MTGB		MEETINGHOUSE BANCORP INC		MA			123,592				9,546				9,278				0.23				0.20				2.85				2.60			OTC BB			661,250				11,010
EBSB		MERIDIAN BANCORP		MA			3,729,680				582,684				568,698				0.73				0.70				4.41				4.24			NASDAQ			53,896,720				796,594
PLRM		PILGRIM BANCSHARES		MA			219,704				22,368				22,368				0.35				0.34				3.17				3.15			OTC BB			2,189,489				28,135

 

 

KELLER & COMPANY	Page 3
Dublin, Ohio
614-766-1426

 

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

MOST RECENT FOUR QUARTERS

 

						ASSETS AND EQUITY												PROFITABILITY																CAPITAL ISSUES
						Total				Total				Total								Core								Core						Number of				Mkt. Value
						Assets				Equity				Tang. Equity				ROAA				ROAA				ROAE				ROAE						Shares				of Shares
				State		($000)				($000)				($000)				(%)				(%)				(%)				(%)				Exchange		Outstg.				($000)
PVBC		PROVIDENT BANCORP		MA			736,680				99,194				99,194				0.61				1.94				4.33				15.42			NASDAQ			9,498,722				146,470
WEBK		WELLESLEY BANCORP INC		MA			618,752				58,541				58,385				0.50				0.50				4.99				5.58			NASDAQ			2,458,553				49,909
WFD		WESTFIELD FINANCIAL INC		MA			1,368,944				142,995				142,995				0.15				0.40				1.42				3.78			NASDAQ			18,267,747				153,997
BYBK		BAY BANCORP		MD			463,416				68,008				65,577				0.37				0.34				2.61				2.43			NASDAQ			11,062,932				56,089
IFSB		COLOMBO BANK		MD			199,619				20,176				20,176				0.17				0.01				1.68				0.14			OTC PINK			1,552,448				512
HBK		HAMILTON BANCORP		MD			387,061				51,547				44,379				(0.01	)			(0.09	)			(0.03	)			(0.64	)		NASDAQ			3,417,615				47,539
SVBI		SEVERN BANCORP		MD			765,071				86,885				86,001				0.59				0.63				5.27				5.74			NASDAQ			10,088,879				60,533
FBC		FLAGSTAR BANCORP		MI			13,736,630				1,557,490				995,982				1.30				1.30				10.59				11.08			NYSE			56,557,895				1,380,578
FFNM		FRST FED OF NO MICH BANCORP		MI			330,191				33,161				31,082				0.96				1.46				9.65				15.34			OTC QX			4,034,764				27,638
STBI		STURGIS BANCORP		MI			377,684				35,360				27,940				0.81				0.79				8.07				8.15			OTC BB			2,038,000				23,335
WBKC		WOLVERINE BANCORP		MI			385,838				61,183				61,117				0.28				0.92				1.68				5.60			NASDAQ			2,152,334				54,885
HMNF		HMN FINANCIAL		MN			636,803				76,672				73,386				0.71				0.71				5.57				5.99			NASDAQ			4,480,258				60,842
REDW		REDWOOD FINANCIAL		MN			248,873				31,034				26,806				1.05				0.99				8.17				7.85			OTC PINK			5,004,000				172,638
WEFP		WELLS FINANCIAL CORP		MN			269,457				25,406				23,309				1.92				1.98				19.66				NM			OTC PINK			794,253				27,799
CCFC		CCSB FINANCIAL CORP		MO			93,710				10,337				10,317				0.11				0.10				1.02				0.90			OTC PINK			916,940				9,160
CFDB		CENTRAL FEDERAL S&L ASSN OF ROLLA		MO			81,362				21,566				21,566				(0.05	)			(0.07	)			(0.18	)			(0.30	)		OTC PINK			1,788,000				20,079
FBSI		FIRST BANCSHARES		MO			214,272				18,906				18,906				1.39				1.43				15.21				16.88			OTC PINK			1,550,815				15,880
LXMO		LEXINGTON B & L FINANCIAL CORP		MO			121,651				15,064				14,275				0.44				0.41				3.58				3.37			OTC PINK			725,370				20,978
LBCP		LIBERTY BANCORP		MO			439,384				49,576				46,343				1.08				1.07				9.74				8.30			OTC BB			3,600,000				62,640
NASB		NASB FINANCIAL		MO			1,680,090				202,767				184,305				1.52				1.47				11.34				11.38			OTC BB			7,867,614				236,028
QRRY		QUARRY CITY S&L ASSN		MO			51,399				8,264				7,950				0.41				0.41				2.52				2.55			OTC BB			407,691				5,377
ASBB		ASB BANCORP		NC			782,460				86,332				86,332				0.52				0.44				4.72				3.94			NASDAQ			3,985,475				97,764
ENFC		ENTEGRA FINANCIAL CORP		NC			1,055,065				134,217				128,141				2.29				2.69				16.82				NM			NASDAQ			6,498,698				113,662
KSBI		KS BANCORP		NC			345,458				33,543				33,543				0.52				0.49				5.18				4.94			OTC BB			1,300,000				17,628
LSFG		LIFESTORE FINANCIAL GROUP		NC			265,383				27,816				26,911				0.55				0.50				5.18				4.82			OTC PINK			1,051,000				17,079
LTLB		LITTLE BANK, SSB		NC			360,404				35,628				35,628				0.90				0.89				8.92				9.14			OTC PINK			3,190,165				40,356
EQFN		EQUITABLE FINANCIAL CORP		NE			233,953				26,765				25,783				0.53				0.54				4.34				5.05			NASDAQ			3,477,000				28,894
MCBK		MADISON COUNTY FINANCIAL		NE			353,772				63,654				60,512				1.14				1.09				5.90				6.08			OTC PINK			2,966,982				54,592

 

 

KELLER & COMPANY	Page 4
Dublin, Ohio
614-766-1426

 

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

MOST RECENT FOUR QUARTERS

 

						ASSETS AND EQUITY												PROFITABILITY																CAPITAL ISSUES
						Total				Total				Total								Core								Core						Number of				Mkt. Value
						Assets				Equity				Tang. Equity				ROAA				ROAA				ROAE				ROAE						Shares				of Shares
				State		($000)				($000)				($000)				(%)				(%)				(%)				(%)				Exchange		Outstg.				($000)
GUAA		GUARANTY BANCORP		NH			429,986				40,287				40,150				0.64				0.48				6.65				4.89			OTC PINK			22,812,293				422,027
LSBG		LAKE SUNAPEE BANK GROUP		NH			1,563,419				139,682				85,453				0.60				0.61				6.58				6.64			NASDAQ			8,381,419				143,406
LFGP		LEDYARD FINANCIAL GROUP		NH			457,895				41,477				41,477				0.90				0.85				9.67				9.24			OTC PINK			1,043,000				50,064
CSBK		CLIFTON BANCORP INC		NJ			1,253,538				315,277				315,277				0.44				0.44				1.71				1.57			NASDAQ			24,838,896				374,322
DLNO		DELANCO BANCORP		NJ			129,484				12,783				12,783				0.07				0.35				0.66				3.55			OTC PINK			945,425				9,029
KRNY		KEARNY FINANCIAL CORP		NJ			4,486,009				1,164,746				1,055,444				0.19				0.20				0.65				0.98			NASDAQ			93,528,092				1,176,583
MSBF		MSB FINANCIAL CORP		NJ			380,138				54,415				54,415				0.11				0.17				0.71				1.34			NASDAQ			5,953,423				82,098
NFBK		NORTHFIELD BANCORP		NJ			3,672,623				608,842				568,230				0.54				0.54				2.99				3.03			NASDAQ			48,287,468				716,103
OSHC		OCEAN SHORE HOLDING CO		NJ			1,052,149				113,844				108,798				0.66				0.66				6.07				6.30			NASDAQ			6,411,678				108,742
OCFC		OCEANFIRST FINANCIAL CORP		NJ			2,593,368				241,075				237,801				0.77				0.77				7.99				8.28			NASDAQ			17,294,735				314,245
ORIT		ORITANI FINANCIAL CORP		NJ			3,604,626				528,780				528,780				1.59				0.84				10.42				5.59			NASDAQ			44,402,197				709,991
PFS		PROVIDENT FINANCIAL SERVICES		NJ			9,026,174				1,214,275				376,509				0.97				0.96				6.99				7.07			NYSE			65,794,731				1,292,209
AF		ASTORIA FINANCIAL CORP		NY			15,023,537				1,681,801				1,476,850				0.57				0.56				5.19				5.25			NYSE			101,404,957				1,554,538
CARV		CARVER BANCORP		NY			742,162				55,648				55,447				(0.24	)			(0.28	)			(3.02	)			(3.68	)		NASDAQ			3,696,087				13,749
DCOM		DIME COMMUNITY BANCSHARES		NY			5,517,359				539,907				484,055				1.64				0.86				15.38				8.66			NASDAQ			37,371,992				635,698
ESBK		ELMIRA SAVINGS BANK		NY			560,213				55,039				40,933				0.74				0.70				7.54				7.13			NASDAQ			2,715,259				53,382
PBHC		PATHFINDER BANCORP		NY			829,587				74,744				69,949				0.12				0.34				1.21				3.57			NASDAQ			4,353,850				49,068
PFDB		PATRIOT FEDERAL BANK		NY			130,386				12,297				12,116				0.29				0.28				3.08				2.97			OTC PINK			957,544				6,712
SNNY		SUNNYSIDE BANCORP INC		NY			95,379				11,346				11,346				(0.09	)			(0.18	)			(0.77	)			(1.49	)		OTC BB			793,500				10,117
TRST		TRUSTCO BANK CORP NY		NY			4,767,769				423,025				422,472				0.88				0.88				9.91				10.12			NASDAQ			95,368,575				611,313
ASBN		ASB FINANCIAL CORP		OH			260,560				28,614				25,628				0.77				0.78				6.92				7.21			OTC PINK			1,688,000				21,184
CFBK		CENTRAL FEDERAL CORP		OH			351,253				38,275				38,196				1.36				0.95				11.87				8.61			NASDAQ			16,024,210				21,793
CIBN		COMMUNITY INVESTORS BANCORP		OH			138,438				12,136				11,634				0.76				0.76				8.52				8.87			OTC PINK			525,000				7,219
FDEF		FIRST DEFIANCE FINANCIAL CORP		OH			2,358,931				280,371				198,433				1.18				1.17				9.59				9.63			NASDAQ			8,938,777				347,271
FNFI		FIRST NILES FINANCIAL		OH			97,137				12,261				12,261				0.20				(0.06	)			1.60				(0.47	)		OTC PINK			1,140,000				9,975
HCFL		HOME CITY FINANCIAL CORP		OH			152,893				16,393				16,393				0.92				0.95				8.56				9.11			OTC PINK			835,690				15,544
HLFN		HOME LOAN FINANCIAL CORP		OH			199,403				22,414				22,261				1.69				1.69				14.26				14.65			OTC BB			1,399,000				30,848
MWBC		MW BANCORP INC		OH			119,279				14,847				14,796				0.82				0.59				6.06				4.51			OTC BB			856,160				13,485

 

 

KELLER & COMPANY	Page 5
Dublin, Ohio
614-766-1426

 

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

MOST RECENT FOUR QUARTERS

 

						ASSETS AND EQUITY												PROFITABILITY																CAPITAL ISSUES
						Total				Total				Total								Core								Core						Number of				Mkt. Value
						Assets				Equity				Tang. Equity				ROAA				ROAA				ROAE				ROAE						Shares				of Shares
				State		($000)				($000)				($000)				(%)				(%)				(%)				(%)				Exchange		Outstg.				($000)
PPSF		PEOPLES-SIDNEY FINANCIAL CORP		OH			111,807				14,954				14,954				0.46				0.45				3.43				3.41			OTC PINK			1,388,000				11,937
PFOH		PERPETUAL FEDERAL SAVINGS BANK		OH			373,362				65,741				65,741				1.38				1.37				7.59				7.73			OTC PINK			2,470,032				50,759
UCFC		UNITED COMMUNITY FINANCIAL CORP		OH			2,038,761				251,804				243,293				0.82				0.82				6.32				6.40			NASDAQ			47,634,899				289,620
VERF		VERSAILLES FINANCIAL CORP		OH			55,904				9,708				9,708				0.23				0.23				1.32				1.28			OTC BB			392,044				7,543
WAYN		WAYNE SAVINGS BANCSHARES		OH			438,128				39,982				37,885				0.45				0.47				4.79				5.04			NASDAQ			2,781,839				35,385
BNCL		BENEFICIAL BANCORP		PA			4,818,260				1,046,588				919,563				0.47				0.48				2.17				2.15			NASDAQ			80,124,714				1,019,186
ESSA		ESSA BANCORP		PA			1,763,289				174,561				157,442				0.53				0.49				5.07				4.75			NASDAQ			11,330,544				151,829
HARL		HARLEYSVILLE SAVINGS FINANCIAL CORP		PA			759,986				64,331				64,331				0.65				0.64				7.76				7.74			OTC PINK			3,747,031				67,821
MLVF		MALVERN BANCORP		PA			763,434				76,729				76,360				0.72				0.65				6.49				6.29			NASDAQ			6,560,713				102,347
NWBI		NORTHWEST BANCSHARES INC		PA			8,967,920				1,170,588				898,991				0.74				0.73				5.33				5.54			NASDAQ			101,775,187				1,509,326
PBCP		POLONIA BANCORP		PA			287,819				32,532				32,399				(0.10	)			(0.27	)			(0.96	)			(2.37	)		OTC BB			3,334,130				35,842
PBIP		PRUDENTIAL BANCORP		PA			536,945				98,807				98,807				0.19				(0.10	)			1.03				(0.56	)		NASDAQ			8,240,625				116,193
QNTO		QUAINT OAK BANCORP INC		PA			186,130				17,901				17,847				0.76				0.79				7.27				7.86			OTC PINK			1,855,223				21,706
STND		STANDARD FINANCIAL CORP		PA			478,388				69,100				59,631				0.77				0.73				5.21				4.85			NASDAQ			3,410,573				79,125
WVFC		WVS FINANCIAL CORP		PA			338,361				30,663				30,663				0.05				0.38				0.53				4.06			NASDAQ			2,039,129				23,144
CWAY		COASTWAY BANCORP		RI			562,092				54,192				53,981				0.37				0.44				3.49				4.26			NASDAQ			4,799,179				59,750
FCPB		FIRST CAPITAL BANCSHARES		SC			52,182				7,873				7,873				0.64				0.70				4.26				4.71			OTC PINK			563,720				3,580
FSGB		FIRST FEDERAL OF SOUTH CAROLINA, FSB		SC			72,346				4,628				4,349				0.65				0.44				10.07				7.34			OTC PINK			1,012,755				2,390
CASH		META FINANCIAL GROUP		SD			3,071,815				313,287				245,087				1.03				1.05				8.82				10.55			NASDAQ			8,495,246				432,918
AFCB		ATHENS BANCSHARES CORP		TN			326,804				40,483				40,459				0.96				0.97				7.55				7.99			NASDAQ			1,796,701				46,714
FABK		FIRST ADVANTAGE BANCORP		TN			485,546				62,732				62,732				0.71				0.69				5.29				5.16			NASDAQ			3,900,660				62,723
SFBK		SFB BANCORP		TN			63,339				13,924				13,782				1.22				1.18				5.34				5.25			OTC PINK			570,520				19,398
UNTN		UNITED TENNESSEE BANKSHARES		TN			200,102				20,381				20,381				0.82				0.81				7.96				8.03			OTC PINK			1,143,000				20,574
BAFI		BANCAFFILIATED		TX			603,502				55,394				52,826				1.55				1.51				15.36				15.63			OTC PINK			278,450				20,884
TBK		TRIUMPH BANCORP		TX			1,687,795				274,114				247,237				1.28				1.28				7.40				7.70			NASDAQ			18,018,089				288,289
ANCB		ANCHOR BANCORP		WA			419,717				58,487				58,269				0.20				0.39				1.34				2.58			NASDAQ			2,521,334				59,579
FFNW		FIRST FINANCIAL NORTHWEST		WA			939,243				169,178				169,178				0.92				0.93				5.18				5.03			NASDAQ			13,578,600				180,324
FSBW		FS BANCORP		WA			805,263				80,904				64,247				1.27				1.27				10.47				12.17			NASDAQ			3,149,396				79,837

 

 

KELLER & COMPANY	Page 6
Dublin, Ohio
614-766-1426

 

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

MOST RECENT FOUR QUARTERS

 

						ASSETS AND EQUITY												PROFITABILITY																CAPITAL ISSUES
						Total				Total				Total								Core								Core						Number of				Mkt. Value
						Assets				Equity				Tang. Equity				ROAA				ROAA				ROAE				ROAE						Shares				of Shares
				State		($000)				($000)				($000)				(%)				(%)				(%)				(%)				Exchange		Outstg.				($000)
HMST		HOMESTREET		WA			5,417,252				529,132				211,063				0.75				0.72				7.07				7.40			NASDAQ			24,550,297				489,042
RVSB		RIVERVIEW BANCORP		WA			919,670				127,311				100,979				0.71				0.76				4.96				5.42			NASDAQ			22,507,890				106,462
SFBC		SOUND FINANCIAL BANCORP		WA			542,937				54,727				48,536				0.90				0.92				8.51				9.15			NASDAQ			2,481,389				59,429
TSBK		TIMBERLAND BANCORP		WA			851,962				92,262				83,636				1.23				1.25				10.86				11.50			NASDAQ			6,994,948				104,924
BKMU		BANK MUTUAL CORP		WI			2,533,371				287,139				273,183				0.61				0.60				5.25				5.25			NASDAQ			45,575,567				350,020
HWIS		HOME BANCORP WISCONSIN		WI			135,164				11,259				11,259				(0.22	)			(0.12	)			(2.52	)			(1.38	)		OTC PINK			899,190				8,542
WSBF		WATERSTONE FINANCIAL		WI			1,735,678				393,424				391,144				1.00				0.99				4.43				4.13			NASDAQ			29,216,259				447,885
WBB		WESTBURY BANCORP		WI			652,964				71,680				69,552				0.23				3.21				1.99				NM			NASDAQ			4,229,061				80,352
CRZY		CRAZY WOMAN CREEK BANCORP		WY			105,199				11,379				11,247				0.73				0.74				6.83				6.99			OTC PINK			811,600				10,957

 

 

KELLER & COMPANY	Page 7
Dublin, Ohio
614-766-1426

 

KEY FINANCIAL DATA AND RATIOS

PUBLICLY-TRADED FDIC-INSURED SAVINGS INSTITUTIONS

(EXCLUDING MUTUAL HOLDING COMPANIES)

MOST RECENT FOUR QUARTERS

 

		ASSETS AND EQUITY												PROFITABILITY																CAPITAL ISSUES
		Total				Total				Total								Core								Core						Number of				Mkt. Value
		Assets				Equity				Tang. Equity				ROAA				ROAA				ROAE				ROAE						Shares				of Shares
		($000)				($000)				($000)				(%)				(%)				(%)				(%)				Exchange		Outstg.				($000)
ALL INSTITUTIONS
AVERAGE			1,512,579				178,054				150,231				0.72				0.74				5.97				5.94						13,616,251				201,271
MEDIAN			435,528				54,727				52,725				0.71				0.70				5.41				5.58						3,190,165				54,592
HIGH			26,641,399				1,855,903				1,476,850				4.11				3.73				19.66				19.73						137,149,688				1,913,238
LOW			51,399				4,628				4,349				(1.03	)			(1.17	)			(10.36	)			(11.19	)					278,450				307
AVERAGE FOR STATE
OH			515,066				62,115				54,706				0.98				0.95				8.00				7.75						6,621,050				66,351
AVERAGE BY REGION
MID-ATLANTIC			2,508,325				334,808				278,308				0.48				0.46				4.03				4.01						26,010,767				374,203
MIDWEST			769,014				93,277				77,629				0.75				0.80				5.93				5.90						6,281,191				92,550
NORTH CENTRAL			1,058,348				150,263				147,415				0.85				0.84				7.12				6.14						13,132,970				202,165
NORTHEAST			1,820,751				201,762				179,926				0.57				0.64				5.45				6.14						17,410,056				257,052
SOUTHEAST			2,019,215				166,678				124,652				0.81				0.80				6.84				6.15						10,937,599				172,849
SOUTHWEST			508,046				508,046				65,637				0.98				0.97				7.74				7.88						3,756,054				67,575
WEST			1,609,281				168,405				140,840				0.98				1.00				8.15				8.81						13,855,862				201,832
AVERAGE BY EXCHANGE
NYSE			16,106,935				1,577,367				1,008,261				0.86				0.85				7.64				7.86						87,215,482				1,521,594
NASDAQ			1,896,531				241,373				217,447				0.73				0.79				5.95				6.22						20,548,628				285,869
OTC BB			305,574				35,650				34,028				0.67				0.63				5.15				4.57						1,975,340				35,513
OTC PINK			236,136				26,023				25,409				0.72				0.69				6.39				5.99						1,936,343				35,123

 

 

EXHIBIT 33

KELLER & COMPANY

Dublin, Ohio

614-766-1426

 

RECENT STANDARD CONVERSIONS

PRICE CHANGES FROM IPO DATE

June 30, 2015 through August 24, 2016

 

								Percentage Price Change
								From Initial Trading Date
				Conversion				One				One				One				Through
Company Name		Ticker		Date		Exchange		Day				Week				Month				8/24/16
New Bancorp		NWBB		10/20/2015		OTC Pink			10.00				11.00				11.50				28.50
Best Hometown Bancorp		BTHT		4/30/2016		OTC Pink			8.50				8.50				8.50				8.50
				AVERAGE					9.25	%			9.75	%			10.00	%			18.50	%
				MEDIAN					9.25				9.75				10.00				18.50
				HIGH					10.00				11.00				11.50				28.50
				LOW					8.50				8.50				8.50				8.50

 

 

EXHIBIT 34

 

KELLER & COMPANY

Dublin, Ohio

614-766-1426

 

RECENT ACQUISITIONS AND PENDING ACQUISITIONS

COUNTY, CITY OR MARKET AREA OF COMMUNITY SAVINGS

 

NONE

(that were potential comparable group candidates)

 

 

Exhibit 35

 

 

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

 

COMPARABLE GROUP SELECTION

 

BALANCE SHEET PARAMETERS

Most Recent Quarter

 

General Parameters:
	Regions: Mid-Atlantic, Midwest, Northeast, North Central, Southeast
	Asset Size: < $900 Million
	Stock trades on: NASDAQ or NYSE
	No Recent Acquisition Activity

 

																										Total
										Cash &								1-4 Fam.				Total Net				Net Loans				Borrowed
						Total				Securities/				MBS/				Loans/				Loans/				& MBS/				Funds/				Equity/
						Assets				Assets				Assets				Assets				Assets				Assets				Assets				Assets
						($000)				(%)				(%)				(%)				(%)				(%)				(%)				(%)
		COMMUNITY SAVINGS		OH			54,279				25.32				11.25				41.00				60.11				71.36				13.36				12.26
		DEFINED PARAMETERS FOR																					45.00-				60.00-								8.00-
		INCLUSION IN COMPARABLE GROUP					< 900,000				< 30.00				<20.00				<60.00				90.00				90.00				< 18.00				18.00
PBHC		PATHFINDER BANCORP		NY			829,587				8.12				14.13				23.93				51.63				65.76				8.56				9.01
CFBK		CENTRAL FEDERAL CORP		OH			351,253				3.01				0.21				19.08				85.74				85.95				4.13				10.90
WAYN		WAYNE SAVINGS BANCSHARES		OH			438,128				6.67				16.62				38.29				69.94				86.56				6.32				9.13
MLVF		MALVERN BANCORP		PA			763,434				14.94				5.29				35.45				67.47				72.76				16.34				10.05
PBIP		PRUDENTIAL BANCORP		PA			536,945				13.93				21.41				47.56				60.00				81.41				7.92				18.40
STND		STANDARD FINANCIAL CORP		PA			478,388				9.08				4.60				53.23				75.15				79.75				11.79				14.44
WVFC		WVS FINANCIAL CORP		PA			338,361				34.02				43.63				14.61				18.20				61.83				48.60				9.06
CWAY		COASTWAY BANCORP		RI			562,092				0.53				0.00				45.46				87.37				87.37				22.19				9.64
AFCB		ATHENS BANCSHARES CORP		TN			326,804				9.03				3.02				31.52				80.43				83.45				3.75				12.39
FABK		FIRST ADVANTAGE BANCORP		TN			485,546				8.02				3.59				22.65				81.81				85.40				9.28				12.92
WBB		WESTBURY BANCORP		WI			652,964				6.01				8.39				23.89				77.92				86.31				3.62				10.98

 

 

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

 

COMPARABLE GROUP SELECTION

 

BALANCE SHEET PARAMETERS

Most Recent Quarter

 

General Parameters:
	Regions: Mid-Atlantic, Midwest, Northeast, North Central, Southeast
	Asset Size: < $900 Million
	Stock trades on: NASDAQ or NYSE
	No Recent Acquisition Activity

 

																										Total
										Cash &								1-4 Fam.				Total Net				Net Loans				Borrowed
						Total				Securities/				MBS/				Loans/				Loans/				& MBS/				Funds/				Equity/
						Assets				Assets				Assets				Assets				Assets				Assets				Assets				Assets
						($000)				(%)				(%)				(%)				(%)				(%)				(%)				(%)
		COMMUNITY SAVINGS		OH			54,279				25.32				11.25				41.00				60.11				71.36				13.36				12.26
		DEFINED PARAMETERS FOR																					45.00-				60.00-								8.00-
		INCLUSION IN COMPARABLE GROUP					< 900,000				< 30.00				<20.00				<60.00				90.00				90.00				< 18.00				18.00
ACFC		ATLANTIC COAST FINANCIAL CORP		FL			891,789				4.41				7.99				38.38				80.23				88.22				28.72				8.91
IROQ		IF BANCORP		IL			583,894				17.65				4.71				25.58				73.58				78.29				13.37				11.35
JXSB		JACKSONVILLE BANCORP		IL			302,015				22.14				6.85				18.21				62.48				69.33				1.38				14.43
FCAP		FIRST CAPITAL		IN			732,998				32.76				10.52				18.25				48.76				59.28				0.01				9.96
FSFG		FIRST SAVINGS FINANCIAL GROUP		IN			758,425				15.46				9.58				25.38				63.10				72.68				13.36				10.40
UCBA		UNITED COMMUNITY BANCORP		IN			515,401				16.56				20.49				28.81				52.20				72.69				3.04				12.15
PBSK		POAGE BANKSHARES		KY			435,528				11.46				7.01				43.86				74.60				81.61				3.97				15.81
GTWN		GEORGETOWN BANCORP		MA			306,185				2.19				6.10				38.24				85.73				91.83				11.53				9.70
PVBC		PROVIDENT BANCORP		MA			736,680				11.36				6.90				13.84				75.40				82.30				4.00				13.47
WEBK		WELLESLEY BANCORP INC		MA			618,752				8.31				2.96				57.11				82.69				85.65				13.38				9.46
BYBK		BAY BANCORP		MD			463,416				7.28				3.42				30.23				85.22				88.64				5.42				14.68
HBK		HAMILTON BANCORP		MD			387,061				10.56				13.94				28.39				56.77				70.71				4.46				13.32
SVBI		SEVERN BANCORP		MD			765,071				11.06				4.40				43.45				77.47				81.87				15.49				11.36
WBKC		WOLVERINE BANCORP		MI			385,838				0.24				0.00				18.38				83.86				83.86				12.18				15.86
HMNF		HMN FINANCIAL		MN			636,803				16.90				0.31				20.45				76.95				77.26				0.00				12.04
ASBB		ASB BANCORP		NC			782,460				14.01				6.37				25.09				75.38				81.75				6.91				11.03
EQFN		EQUITABLE FINANCIAL CORP		NE			233,953				1.71				0.40				22.06				81.30				81.70				0.68				11.44
MSBF		MSB FINANCIAL CORP		NJ			380,138				12.92				6.85				44.85				71.26				78.11				6.56				14.31
CARV		CARVER BANCORP		NY			742,162				23.04				4.64				19.46				78.55				83.19				7.41				7.50
ESBK		ELMIRA SAVINGS BANK		NY			560,213				5.92				3.29				55.40				80.85				84.14				10.05				9.82

 

 

EXHIBIT 36

 

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

 

COMPARABLE GROUP SELECTION

 

OPERATING PERFORMANCE AND ASSET QUALITY RATIOS

Most Recent Four Quarters

 

General Parameters:

Regions: Mid-Atlantic, Midwest, Northeast, North Central, Southeast

Asset Size: < $900 Million

Stock trades on: NASDAQ or NYSE

No Recent Acquisition Activity

 

										OPERATING PERFORMANCE																				ASSET QUALITY
																		Net				Operating				Noninterest
						Total				Core				Core				Interest				Expenses/				Income/				NPA/				REO/				Reserves/
						Assets				ROAA				ROAE				Margin (2)				Assets				Assets				Assets				Assets				Assets
						($000)				(%)				(%)				(%)				(%)				(%)				(%)				(%)				(%)
		COMMUNITY SAVINGS		OH		54,279				0.13				1.22				2.90				3.32				1.84				0.66				0.06				0.47
		DEFINED PARAMETERS FOR																2.50-				1.75-
		INCLUSION IN COMPARABLE GROUP				<900,000				< 1.00				< 10.00				4.50				6.00				< 2.00				< 2.00				< 0.50				> 0.40
ACFC		ATLANTIC COAST FINANCIAL CORP		FL			891,789				1.05				11.31				2.93				2.48				0.86				0.86				0.36				0.87
IROQ		IF BANCORP		IL			583,894				0.54				4.56				3.12				2.25				0.68				0.58				0.03				0.90
JXSB		JACKSONVILLE BANCORP		IL			302,015				0.92				6.50				3.75				3.44				1.39				0.70				0.10				0.97
FCAP		FIRST CAPITAL		IN			732,998				0.90				8.36				3.48				1.97				0.70				1.26				0.63				0.45
FSFG		FIRST SAVINGS FINANCIAL GROUP		IN			758,425				0.93				8.91				3.64				2.68				0.86				1.54				1.00				0.89
UCBA		UNITED COMMUNITY BANCORP		IN			515,401				0.65				5.21				2.79				2.60				0.85				0.75				0.04				0.97
PBSK		POAGE BANKSHARES		KY			435,528				0.74				4.65				4.35				3.53				0.89				1.27				0.38				0.49
GTWN		GEORGETOWN BANCORP		MA			306,185				0.45				4.55				3.75				2.74				0.39				0.30				0.00				0.81
PVBC		PROVIDENT BANCORP		MA			736,680				1.94				15.42				3.68				2.42				0.53				0.26				0.00				1.09
WEBK		WELLESLEY BANCORP INC		MA			618,752				0.50				5.58				3.48				2.29				0.21				0.16				0.00				0.84
BYBK		BAY BANCORP		MD			463,416				0.34				2.43				4.51				5.80				1.15				1.97				0.32				0.42
HBK		HAMILTON BANCORP		MD			387,061				(0.09	)			(0.64	)			3.06				2.40				0.34				1.48				0.11				0.44
SVBI		SEVERN BANCORP		MD			765,071				0.63				5.74				3.06				3.09				0.84				1.27				0.23				1.13
WBKC		WOLVERINE BANCORP		MI			385,838				0.92				5.60				3.46				2.00				0.31				1.99				0.05				2.60
HMNF		HMN FINANCIAL		MN			636,803				0.71				5.99				3.76				3.32				1.23				0.99				0.26				1.47
ASBB		ASB BANCORP		NC			782,460				0.44				3.94				3.06				3.00				1.02				1.02				0.72				0.86
EQFN		EQUITABLE FINANCIAL CORP		NE			233,953				0.54				5.05				3.49				2.88				0.99				1.09				0.10				1.20
MSBF		MSB FINANCIAL CORP		NJ			380,138				0.17				1.34				3.09				2.37				0.18				1.51				0.00				0.97
CARV		CARVER BANCORP		NY			742,162				(0.28	)			(3.68	)			3.07				3.60				0.81				2.31				0.14				0.71
ESBK		ELMIRA SAVINGS BANK		NY			560,213				0.70				7.13				3.16				2.60				0.94				0.94				0.04				0.75

 

 

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

 

COMPARABLE GROUP SELECTION

 

OPERATING PERFORMANCE AND ASSET QUALITY RATIOS

Most Recent Four Quarters

 

General Parameters:

Regions: Mid-Atlantic, Midwest, Northeast, North Central, Southeast

Asset Size: < $900 Million

Stock trades on: NASDAQ or NYSE

No Recent Acquisition Activity

 

										OPERATING PERFORMANCE																				ASSET QUALITY
																		Net				Operating				Noninterest
						Total				Core				Core				Interest				Expenses/				Income/				NPA/				REO/				Reserves/
						Assets				ROAA				ROAE				Margin (2)				Assets				Assets				Assets				Assets				Assets
						($000)				(%)				(%)				(%)				(%)				(%)				(%)				(%)				(%)
		COMMUNITY SAVINGS		OH		54,279				0.13				1.22				2.90				3.32				1.84				0.66				0.06				0.47
		DEFINED PARAMETERS FOR																2.50-				1.75-
		INCLUSION IN COMPARABLE GROUP				<900,000				< 1.00				< 10.00				4.50				6.00				< 2.00				< 2.00				< 0.50				> 0.40
PBHC		PATHFINDER BANCORP		NY			829,587				0.34				3.57				3.26				1.93				0.52				0.68				0.08				0.71
CFBK		CENTRAL FEDERAL CORP		OH			351,253				0.95				8.61				3.27				2.77				0.37				0.88				0.47				1.91
WAYN		WAYNE SAVINGS BANCSHARES		OH			438,128				0.47				5.04				3.23				2.44				0.44				0.46				0.01				0.63
MLVF		MALVERN BANCORP		PA			763,434				0.65				6.29				2.51				1.96				0.31				0.20				0.09				0.65
PBIP		PRUDENTIAL BANCORP		PA			536,945				(0.10	)			(0.56	)			2.62				2.26				0.21				2.84				0.00				0.57
STND		STANDARD FINANCIAL CORP		PA			478,388				0.73				4.85				2.91				2.14				0.63				0.24				0.04				0.81
WVFC		WVS FINANCIAL CORP		PA			338,361				0.38				4.06				1.68				1.11				0.17				0.14				0.07				0.11
CWAY		COASTWAY BANCORP		RI			562,092				0.44				4.26				3.51				3.31				1.19				1.08				0.13				0.41
AFCB		ATHENS BANCSHARES CORP		TN			326,804				0.97				7.99				4.62				4.06				1.71				1.09				0.33				1.22
FABK		FIRST ADVANTAGE BANCORP		TN			485,546				0.69				5.16				4.09				3.00				0.58				2.01				0.26				1.26
WBB		WESTBURY BANCORP		WI			652,964				3.21				NM				3.42				3.27				0.99				0.07				0.00				0.74

 

 

EXHIBIT 37

 

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

 

FINAL COMPARABLE GROUP

 

BALANCE SHEET RATIOS

Most Recent Quarter

 

																										Total
										Cash &								1-4 Fam.				Total Net				Net Loans				Borrowed
						Total				Securities/				MBS/				Loans/				Loans/				& MBS/				Funds/				Equity/
						Assets				Assets				Assets				Assets				Assets				Assets				Assets				Assets
						($000)				(%)				(%)				(%)				(%)				(%)				(%)				(%)
		COMMUNITY SAVINGS		OH		54,279				25.32				11.25				41.00				60.11				71.36				13.36				12.26
		DEFINED PARAMETERS FOR																				45.00 -				60.00-								8.00-
		INCLUSION IN COMPARABLE GROUP				< 900,000				< 30.00				<20.00				<60.00				90.00				90.00				< 18.00				18.00
CFBK		CENTRAL FEDERAL CORP		OH			351,253				3.01				0.21				19.08				85.74				85.95				4.13				10.90
WBKC		WOLVERINE BANCORP		MI			385,838				0.24				0.00				18.38				83.86				83.86				12.18				15.86
PBSK		POAGE BANKSHARES		KY			435,528				11.46				7.01				43.86				74.60				81.61				3.97				15.81
WAYN		WAYNE SAVINGS BANCSHARES		OH			438,128				6.67				16.62				38.29				69.94				86.56				6.32				9.13
BYBK		BAY BANCORP		MD			463,416				7.28				3.42				30.23				85.22				88.64				5.42				14.68
ESBK		ELMIRA SAVINGS BANK		NY			560,213				5.92				3.29				55.40				80.85				84.14				10.05				9.82
WEBK		WELLESLEY BANCORP INC		MA			618,752				8.31				2.96				57.11				82.69				85.65				13.38				9.46
HMNF		HMN FINANCIAL		MN			636,803				16.90				0.31				20.45				76.95				77.26				0.00				12.04
SVBI		SEVERN BANCORP		MD			765,071				11.06				4.40				43.45				77.47				81.87				15.49				11.36
PBHC		PATHFINDER BANCORP		NY			829,587				8.12				14.13				23.93				51.63				65.76				8.56				9.01
				AVERAGE			548,459				7.90				5.24				35.02				76.90				82.13				7.95				11.81
				MEDIAN			511,815				7.70				3.36				34.26				79.16				84.00				7.44				11.13
				HIGH			829,587				16.90				16.62				57.11				85.74				88.64				15.49				15.86
				LOW			351,253				0.24				0.00				18.38				51.63				65.76				0.00				9.01

 

 

EXHIBIT 38

 

KELLER & COMPANY

Dublin, Ohio

(614) 766-1426

 

FINAL COMPARABLE GROUP

 

OPERATING PERFORMANCE AND ASSET QUALITY RATIOS

Most Recent Four Quarters

 

										OPERATING PERFORMANCE																				ASSET QUALITY
																		Net				Operating				Noninterest
						Total				Core				Core				Interest				Expenses/				Income/				NPA/				REO/				Reserves/
						Assets				ROAA				ROAE				Margin				Assets				Assets				Assets				Assets				Assets
						($000)				(%)				(%)				(%)				(%)				(%)				(%)				(%)				(%)
		COMMUNITY SAVINGS		OH		54,279				0.13				1.22				2.90				3.32				1.84				0.66				0.06				0.47
		DEFINED PARAMETERS FOR																2.50-				1.75-
		INCLUSION IN COMPARABLE GROUP				<900,000				< 1.00				< 10.00				4.50				6.00				<2.00				< 2.00				< 0.50				>0.40
CFBK		CENTRAL FEDERAL CORP		OH			351,253				0.95				8.61				3.27				2.77				0.37				0.88				0.47				1.91
WBKC		WOLVERINE BANCORP		MI			385,838				0.92				5.60				3.46				2.00				0.31				1.99				0.05				2.60
PBSK		POAGE BANKSHARES		KY			435,528				0.74				4.65				4.35				3.53				0.89				1.27				0.38				0.49
WAYN		WAYNE SAVINGS BANCSHARES		OH			438,128				0.47				5.04				3.23				2.44				0.44				0.46				0.01				0.63
BYBK		BAY BANCORP		MD			463,416				0.34				2.43				4.51				5.80				1.15				1.97				0.32				0.42
ESBK		ELMIRA SAVINGS BANK		NY			560,213				0.70				7.13				3.16				2.60				0.94				0.94				0.04				0.75
WEBK		WELLESLEY BANCORP INC		MA			618,752				0.50				5.58				3.48				2.29				0.21				0.16				0.00				0.84
HMNF		HMN FINANCIAL		MN			636,803				0.71				5.99				3.76				3.32				1.23				0.99				0.26				1.47
SVBI		SEVERN BANCORP		MD			765,071				0.63				5.74				3.06				3.09				0.84				1.27				0.23				1.13
PBHC		PATHFINDER BANCORP		NY			829,587				0.34				3.57				3.26				1.93				0.52				0.68				0.08				0.71
				AVERAGE			548,459				0.63				5.43				3.55				2.98				0.69				1.06				0.18				1.10
				MEDIAN			511,815				0.67				5.59				3.37				2.69				0.68				0.97				0.16				0.80
				HIGH			829,587				0.95				8.61				4.51				5.80				1.23				1.99				0.47				2.60
				LOW			351,253				0.34				2.43				3.06				1.93				0.21				0.16				0.00				0.42

 

 

EXHIBIT 39

 

KELLER & COMPANY

Dublin, Ohio

614-766-1426

 

COMPARABLE GROUP CHARACTERISTICS AND BALANCE SHEET TOTALS

 

														Most Recent Quarter
																						Total				Goodwill
								Number						Total				Int. Earning				Net				and				Total				Total
								of						Assets				Assets				Loans				Intang.				Deposits				Equity
								Offices		Exchange				($000)				($000)				($000)				($000)				($000)				($000)
SUBJECT
COMMUNITY SAVINGS				CALDWELL		OH		1			-				54,279				50,761				32,629				0				40,102				6,655
COMPARABLE GROUP
BYBK		BAY BANCORP		COLUMBIA		MD		11			NASDAQ				463,416				450,649				400,415				2,431				365,975				68,008
CFBK		CENTRAL FEDERAL CORP		FAIRLAWN		OH		4			NASDAQ				351,253				334,659				309,462				69				296,470				38,275
ESBK		ELMIRA SAVINGS BANK		ELMIRA		NY		13			NASDAQ				560,213				501,988				459,157				51				444,553				55,039
HMNF		HMN FINANCIAL		ROCHESTER		MN		13			NASDAQ				636,803				610,236				503,787				1,830				556,715				76,672
PBHC		PATHFINDER BANCORP		OSWEGO		NY		8			NASDAQ				829,587				611,268				434,199				210				703,850				74,744
PBSK		POAGE BANKSHARES		ASHLAND		KY		10			NASDAQ				435,528				396,030				327,368				1,266				345,547				68,849
SVBI		SEVERN BANCORP		ANNAPOLIS		MD		4			NASDAQ				765,071				687,172				607,076				0				527,024				86,885
WAYN		WAYNE SAVINGS BANCSHARES		WOOSTER		OH		11			NASDAQ				438,128				407,601				309,202				0				367,401				39,982
WEBK		WELLESLEY BANCORP INC		WELLESLEY		MA		5			NASDAQ				618,752				580,328				518,271				0				473,707				58,541
WBKC		WOLVERINE BANCORP		MIDLAND		MI		3			NASDAQ				385,838				375,504				334,779				0				276,625				61,183
		Average						8							548,459				495,544				420,372				586				435,787				62,818
		Median						9							511,815				476,319				417,307				60				405,977				64,596
		High						13							829,587				687,172				607,076				2,431				703,850				86,885
		Low						3							351,253				334,659				309,202				0				276,625				38,275

 

 

EXHIBIT 40

 

KELLER & COMPANY

Dublin, Ohio

614-766-1426

 

BALANCE SHEET

ASSET COMPOSITION - MOST RECENT QUARTER

 

								As a Percent of Total Assets
																								Repo-												Interest				Interest				Capitalized
				Total				Cash &								Net				Loan Loss				sessed				Goodwill				Non-Perf.				Earning				Bearing				Loan
				Assets				Invest.				MBS				Loans				Reserves				Assets				& Intang.				Assets				Assets				Liabilities				Servicing
				($000)				(%)				(%)				(%)				(%)				(%)				(%)				(%)				(%)				(%)				(%)
SUBJECT
COMMUNITY SAVINGS					54,279				25.32				11.25				60.11				0.47				0.06				0.00				0.66				93.52				87.24				0.00
COMPARABLE GROUP
CFBK		CENTRAL FEDERAL CORP			351,253				9.43				0.21				85.74				1.91				0.47				0.02				0.88				95.28				76.74				0.00
WBKC		WOLVERINE BANCORP			385,838				13.26				0.00				83.86				2.60				0.05				0.00				1.99				97.32				77.14				0.02
PBSK		POAGE BANKSHARES			435,528				11.92				7.01				74.60				0.49				0.38				0.58				1.27				90.93				72.03				0.08
WAYN		WAYNE SAVINGS BANCSHARES			438,128				7.50				16.62				69.94				0.63				0.01				0.39				0.46				93.03				80.55				0.09
BYBK		BAY BANCORP			463,416				9.15				3.42				85.22				0.42				0.32				0.52				1.97				97.25				63.22				0.00
ESBK		ELMIRA SAVINGS BANK			560,213				6.02				3.29				80.85				0.75				0.04				2.21				0.94				89.61				77.67				0.31
WEBK		WELLESLEY BANCORP INC			618,752				8.33				2.96				82.69				0.84				0.00				0.00				0.16				93.79				78.30				0.03
HMNF		HMN FINANCIAL			636,803				18.47				0.31				76.95				1.47				0.26				0.29				0.99				95.83				64.60				0.23
SVBI		SEVERN BANCORP			765,071				12.31				4.40				77.47				1.13				0.23				0.04				1.27				89.82				79.38				0.07
PBHC		PATHFINDER BANCORP			829,587				9.56				14.13				51.63				0.71				0.08				0.57				0.68				73.68				83.45				0.01
		Average			548,459				10.60				5.24				76.90				1.10				0.18				0.46				1.06				91.65				75.31				0.08
		Median			511,815				9.50				3.36				79.16				0.80				0.16				0.34				0.97				93.41				77.41				0.05
		High			829,587				18.47				16.62				85.74				2.60				0.47				2.21				1.99				97.32				83.45				0.31
		Low			351,253				6.02				0.00				51.63				0.42				0.00				0.00				0.16				73.68				63.22				0.00
ALL THRIFTS (149)
		Average			1,512,579				14.87				8.18				70.44				0.83				0.23				0.54				1.05				92.56				76.05				0.13
MIDWEST THRIFTS (47)
		Average			769,014				15.69				8.23				67.98				0.89				0.28				0.38				1.11				91.47				76.97				0.15
OHIO THRIFTS (13)
		Average			515,066				13.35				5.37				74.41				1.01				0.10				0.36				0.99				92.46				79.75				0.10

 

 

EXHIBIT 41

 

KELLER & COMPANY

Dublin, Ohio

614-766-1426

 

BALANCE SHEET COMPARISON

LIABILITIES AND EQUITY - MOST RECENT QUARTER

 

												As a Percent of  Assets
																																Acc. Other																Total
				Total				Total				Total				Total				Other				Preferred				Common				Compr.				Retained				Total				Tier 1				Risk-Based
				Liabilities				Equity				Deposits				Borrowings				Liabilities				Equity				Equity				Income				Earnings				Equity				Capital				Capital
				($000)				($000)				(%)				(%)				(%)				(%)				(%)				(%)				(%)				(%)				(%)				(%)
SUBJECT
COMMUNITY SAVINGS					47,624				6,655				73.88				13.36				0.50				0.00				12.26				0.16				12.10				12.26				11.63				12.26
COMPARABLE GROUP
CFBK		CENTRAL FEDERAL CORP			312,978				38,275				84.40				4.13				0.57				0.00				10.90				0.02				(5.25	)			10.90				10.89				13.69
WBKC		WOLVERINE BANCORP			324,655				61,183				71.69				12.18				0.27				0.00				15.86				0.00				12.03				15.86				15.38				21.52
PBSK		POAGE BANKSHARES			366,679				68,849				79.34				3.97				0.88				0.00				15.81				0.15				7.93				15.81				15.51				23.86
WAYN		WAYNE SAVINGS BANCSHARES			398,146				39,982				83.86				6.32				0.70				0.00				9.13				0.01				4.91				9.13				8.85				14.07
BYBK		BAY BANCORP			395,408				68,008				78.97				5.42				0.94				1.95				12.72				0.10				2.77				14.68				13.74				16.68
ESBK		ELMIRA SAVINGS BANK			505,174				55,039				79.35				10.05				0.77				1.73				8.09				0.07				0.66				9.82				8.13				13.62
WEBK		WELLESLEY BANCORP INC			560,211				58,541				76.56				13.38				0.60				0.00				9.46				0.10				4.86				9.46				9.41				13.85
HMNF		HMN FINANCIAL			560,131				76,672				87.42				0.00				0.54				0.00				12.04				(0.01	)			12.93				12.04				11.62				14.98
SVBI		SEVERN BANCORP			678,186				86,885				68.89				15.49				1.57				0.00				11.36				0.00				1.35				11.36				11.31				16.78
PBHC		PATHFINDER BANCORP			754,843				74,744				84.84				8.56				(2.41	)			0.00				9.01				(0.26	)			4.05				9.01				15.27				38.30
		Average			485,641				62,818				79.53				7.95				0.44				0.37				11.44				0.02				4.62				11.81				12.01				18.74
		Median			451,660				64,596				79.35				7.44				0.65				0.00				11.13				0.01				4.46				11.13				11.47				15.83
		High			754,843				86,885				87.42				15.49				1.57				1.95				15.86				0.15				12.93				15.86				15.51				38.30
		Low			312,978				38,275				68.89				0.00				(2.41	)			0.00				8.09				(0.26	)			(5.25	)			9.01				8.13				13.62
ALL THRIFTS (149)
		Average			1,334,525				178,054				77.20				9.80				0.78				0.11				11.97				(0.00	)			6.03				12.08				11.82				19.23
MIDWEST THRIFTS (47)
		Average			675,738				93,277				78.75				8.34				0.87				0.04				11.92				0.07				6.10				11.97				11.46				19.54
OHIO THRIFTS (13)
		Average			452,950				62,115				74.77				12.08				0.77				0.00				12.26				(0.09	)			6.49				12.26				12.22				20.36

 

 

EXHIBIT 42

 

KELLER & COMPANY

Dublin, Ohio

614-766-1426

 

INCOME AND EXPENSE COMPARISON

TRAILING FOUR QUARTERS

($000)

 

																																Net
												Net								Gain				Total				Total				Income
				Interest				Interest				Interest				Provision				(Loss)				Non-Int.				Non-Int.				Before				Income				Net				Core
				Income				Expense				Income				for Loss				on Sale				Income				Expense				Taxes				Taxes				Income				Income
SUBJECT
COMMUNITY SAVINGS					1,794				214				1,580				0				810				1,098				1,977				701				22				679				76
COMPARABLE GROUP
CFBK		CENTRAL FEDERAL CORP			12,745				2,718				10,027				225				0				1,297				9,600				1,499				(3,043	)			4,542				3,154
WBKC		WOLVERINE BANCORP			16,000				3,568				12,432				550				0				1,191				7,930				5,143				1,729				1,029				3,390
PBSK		POAGE BANKSHARES			19,235				2,223				17,012				798				14				3,877				16,177				3,914				824				3,090				3,140
WAYN		WAYNE SAVINGS BANCSHARES			14,782				1,974				12,808				875				0				1,911				11,392				2,452				538				1,914				1,996
BYBK		BAY BANCORP			22,487				1,710				20,777				1,165				486				5,328				22,171				2,769				995				1,774				1,626
ESBK		ELMIRA SAVINGS BANK			20,873				4,963				15,910				720				260				5,268				14,893				5,825				1,672				4,148				3,950
WEBK		WELLESLEY BANCORP INC			22,938				4,058				18,880				487				31				1,326				14,977				4,742				1,820				2,922				2,904
HMNF		HMN FINANCIAL			23,094				1,555				21,539				(896	)			6				7,814				23,456				6,793				2,524				4,269				4,293
SVBI		SEVERN BANCORP			30,797				9,060				21,737				(380	)			0				6,431				23,882				4,666				89				4,577				4,911
PBHC		PATHFINDER BANCORP			22,050				2,946				19,104				1,176				649				4,308				18,066				4,170				1,121				905				2,582
		Average			20,500				3,478				17,023				472				145				3,875				16,254				4,197				827				2,917				3,195
		Median			21,462				2,832				17,946				635				10				4,093				15,577				4,418				1,058				3,006				3,147
		High			30,797				9,060				21,737				1,176				649				7,814				23,882				6,793				2,524				4,577				4,911
		Low			12,745				1,555				10,027				(896	)			0				1,191				7,930				1,499				(3,043	)			905				1,626
ALL THRIFTS (149)
		Average			50,703				9,408				41,295				784				181				16,303				39,004				17,653				5,615				11,699				11,661
MIDWEST THRIFTS (47)
		Average			24,548				4,022				20,526				(393	)			110				16,578				26,926				10,588				3,220				7,252				7,638
OHIO THRIFTS (13)
		Average			18,203				2,478				15,725				537				45				4,980				13,582				6,599				1,707				4,893				4,741

 

 

EXHIBIT 43

 

KELLER & COMPANY

Dublin, Ohio

614-766-1426

 

INCOME AND EXPENSE COMPARISON

AS A PERCENTAGE OF AVERAGE ASSETS

 

																																Net
												Net								Gain				Total				Total				Income
				Interest				Interest				Interest				Provision				(Loss)				Non-Int.				Non-Int.				Before				Income				Net				Core
				Income				Expense				Income				for Loss				on Sale				Income				Expense				Taxes				Taxes				Income				Income
SUBJECT
COMMUNITY SAVINGS					3.01				0.36				2.65				0.00				1.36				1.84				3.32				1.18				0.04				1.14				0.13
COMPARABLE GROUP
CFBK		CENTRAL FEDERAL CORP			3.82				0.82				3.01				0.07				0.00				0.39				2.88				0.45				(0.91	)			1.36				0.95
WBKC		WOLVERINE BANCORP			4.33				0.97				3.37				0.15				0.00				0.32				2.15				1.39				0.47				0.28				0.92
PBSK		POAGE BANKSHARES			4.52				0.52				3.99				0.19				0.00				0.91				3.80				0.92				0.19				0.73				0.74
WAYN		WAYNE SAVINGS BANCSHARES			3.45				0.46				2.99				0.20				0.00				0.45				2.66				0.57				0.13				0.45				0.47
BYBK		BAY BANCORP			4.73				0.36				4.37				0.25				0.10				1.12				4.67				0.58				0.21				0.37				0.34
ESBK		ELMIRA SAVINGS BANK			3.72				0.88				2.83				0.13				0.05				0.94				2.65				1.04				0.30				0.74				0.70
WEBK		WELLESLEY BANCORP INC			3.95				0.70				3.25				0.08				0.01				0.23				2.58				0.82				0.31				0.50				0.50
HMNF		HMN FINANCIAL			3.84				0.26				3.58				(0.15	)			0.00				1.30				3.90				1.13				0.42				0.71				0.71
SVBI		SEVERN BANCORP			3.98				1.17				2.81				(0.05	)			0.00				0.83				3.09				0.60				0.01				0.59				0.63
PBHC		PATHFINDER BANCORP			2.86				0.38				2.48				0.15				0.08				0.56				2.35				0.54				0.15				0.12				0.34
		Average			3.92				0.65				3.27				0.10				0.02				0.70				3.07				0.80				0.13				0.59				0.63
		Median			3.90				0.61				3.13				0.14				0.00				0.70				2.77				0.71				0.20				0.55				0.67
		High			4.73				1.17				4.37				0.25				0.10				1.30				4.67				1.39				0.47				1.36				0.95
		Low			2.86				0.26				2.48				(0.15	)			0.00				0.23				2.15				0.45				(0.91	)			0.12				0.34
ALL THRIFTS (149)
		Average			3.71				0.56				3.15				0.05				0.02				0.92				3.03				0.99				0.26				0.72				0.74
MIDWEST THRIFTS (47)
		Average			3.64				0.54				3.10				0.04				0.02				0.98				3.06				1.00				0.23				0.75				0.81
OHIO THRIFTS (13)
		Average			3.82				0.66				3.16				0.09				0.01				0.67				2.73				1.02				0.17				0.85				0.81

 

 

EXHIBIT 44

 

KELLER & COMPANY

Dublin, Ohio

614-766-1426

 

YIELDS, COSTS AND EARNINGS RATIOS

TRAILING FOUR QUARTERS

 

				Yield on				Cost of				Net				Net
				Int. Earning				Int. Bearing				Interest				Interest												Core				Core
				Assets				Liabilities				Spread				Margin *				ROAA				ROAE				ROAA				ROAE
				(%)				(%)				(%)				(%)				(%)				(%)				(%)				(%)
SUBJECT
COMMUNITY SAVINGS					3.29				0.52				2.77				2.90				1.14				10.92				0.13				1.22
COMPARABLE GROUP
CFBK		CENTRAL FEDERAL CORP			4.16				1.06				3.10				3.27				1.36				11.87				0.95				8.61
WBKC		WOLVERINE BANCORP			4.45				1.27				3.19				3.46				0.28				1.68				0.92				5.60
PBSK		POAGE BANKSHARES			4.92				0.72				4.20				4.35				0.73				4.49				0.74				4.65
WAYN		WAYNE SAVINGS BANCSHARES			3.73				0.57				3.16				3.23				0.45				4.79				0.47				5.04
BYBK		BAY BANCORP			4.88				0.56				4.32				4.51				0.37				2.61				0.34				2.43
ESBK		ELMIRA SAVINGS BANK			4.15				1.14				3.01				3.16				0.74				7.54				0.70				7.13
WEBK		WELLESLEY BANCORP INC			4.23				0.89				3.34				3.48				0.50				4.99				0.50				5.58
HMNF		HMN FINANCIAL			4.03				0.39				3.63				3.76				0.71				5.57				0.71				5.99
SVBI		SEVERN BANCORP			4.33				1.46				2.87				3.06				0.59				5.27				0.63				5.74
PBHC		PATHFINDER BANCORP			3.76				0.47				3.30				3.26				0.12				1.21				0.34				3.57
		Average			4.26				0.85				3.41				3.55				0.59				5.00				0.63				5.43
		Median			4.20				0.81				3.24				3.37				0.55				4.89				0.67				5.59
		High			4.92				1.46				4.32				4.51				1.36				11.87				0.95				8.61
		Low			3.73				0.39				2.87				3.06				0.12				1.21				0.34				2.43
ALL THRIFTS (149)
		Average			4.02				0.73				3.29				3.41				0.72				5.97				0.74				5.96
MIDWEST THRIFTS (47)
		Average			4.01				0.69				3.31				3.41				0.75				5.93				0.81				5.98
OHIO THRIFTS (13)
		Average			4.15				0.82				3.33				3.43				0.85				6.99				0.81				6.90

 

*

Based on average interest-earning assets.

 

 

EXHIBIT 45

 

KELLER & COMPANY

Dublin, Ohio

614-766-1426

 

RESERVES AND SUPPLEMENTAL DATA

 

				RESERVES AND SUPPLEMENTAL DATA
												Net
				Reserves/				Reserves/				Chargeoffs/				Provisions/
				Gross				NPA				Average				Net				Effective
				Loans								Loans				Chargeoffs				Tax Rate
				(%)				(%)				(%)				(%)				(%)
SUBJECT
COMMUNITY SAVINGS					0.77				70.67				-0.11				0.00				3.14
COMPARABLE GROUP
CFBK		CENTRAL FEDERAL CORP			2.11				218.26				(0.02	)			108.70				NM
WBKC		WOLVERINE BANCORP			2.90				130.40				(0.38	)			0.00				33.62
PBSK		POAGE BANKSHARES			0.65				38.74				0.21				(382.65	)			21.05
WAYN		WAYNE SAVINGS BANCSHARES			0.89				136.44				0.15				(6,700.00	)			21.94
BYBK		BAY BANCORP			0.48				21.31				0.14				(244.26	)			35.93
ESBK		ELMIRA SAVINGS BANK			0.91				80.14				0.11				189.19				28.70
WEBK		WELLESLEY BANCORP INC			0.99				NM				0.01				0.00				38.38
HMNF		HMN FINANCIAL			1.81				149.26				(0.32	)			(189.64	)			37.16
SVBI		SEVERN BANCORP			1.39				89.14				(0.01	)			0.00				1.91
PBHC		PATHFINDER BANCORP			1.33				103.39				0.18				(318.18	)			26.88
		Average			1.35				107.45				0.01				(753.68	)			27.29
		Median			1.16				103.39				0.06				(94.82	)			28.70
		High			2.90				218.26				0.21				189.19				38.38
		Low			0.48				21.31				(0.38	)			(6,700.00	)			1.91
ALL THRIFTS (149)
		Average			1.14				116.17				0.07				(137.62	)			29.76
MIDWEST THRIFTS (47)
		Average			1.23				98.41				0.12				(211.02	)			28.13
OHIO THRIFTS (13)
		Average			1.26				113.46				0.11				(550.27	)			30.35

 

 

EXHIBIT 46

 

KELLER & COMPANY

Columbus, Ohio

614-766-1426

 

VALUATION ANALYSIS AND CALCULATION - FULL CONVERSION

 

COMMUNITY SAVINGS

 

Pricing ratios and parameters:

 

				Midpoint				Comparable Group								All Thrifts
Pro Forma		Symbol		Ratios				Average				Median				Average				Median
Price to earnings		P/E			NM				24.05				17.75				15.20				15.62
Price to core earnings		P/CE			NM				17.14				16.67				15.34				15.44
Price to book value		P/B			58.55	%			80.92				83.85				107.92				100.82
Price to tangible book value		P/TB			58.55	%			86.39				85.49				117.14				106.58
Price to assets		P/A			8.05	%			9.66				8.81				13.01				11.52
Pre conversion earnings		(Y)		$	679,000				For the twelve months ended June 30, 2016
Pre conversion core earnings		(CY)		$	76,000
Pre conversion book value		(B)		$	5,010,000				At June 30, 2016
Pre conversion tang. book value		(TB)		$	5,010,000
Pre conversion assets		(A)		$	54,279,000
Conversion expense		(X)			26.09	%			Percent sold								(PCT)				100.00	%
ESOP stock purchase		(E)			8.00	%			Option % granted								(OP)				10.00	%
ESOP cost of borrowings, net		(S)			0.00	%			Est. option value								(OV)				24.10	%
ESOP term (yrs.)		(T)			20				Option maturity								(OM)				5
RRP amount		(M)			4.00	%			Option % taxable								(OT)				25.00	%
RRP term  (yrs.)		(N)			5				Price per share								(P)			$	10.00
Tax rate		(TAX)			34.00	%
Investment rate of return, pretax					1.15	%
Investment rate of return, net		(RR)			0.76	%

  

Formulae to indicate value after conversion:
1.  P/CE method:     Value  =	P/CE*CY	=	$	4,600,000
((1-P/CE*(PCT)*((1-X-E-M)*(RR*(1-TAX))-((1-TAX)*E/T)-((1-TAX)*M/N)-((1-TAX)*OT)*(OP*OV)/OM)))
2.  P/B method:     Value  =	P/B*(B)	=	$	4,550,000
	(1-PB*(PCT)*(1-X-E-M))
3.  P/A method:     Value  =	P/A*(A)	=	$	4,600,000
	(1-PA*(PCT)*(1-X-E-M))

 

VALUATION CORRELATION AND CONCLUSIONS:

 

						Gross Proceeds
		Price				Public				of Public				Total				TOTAL
		per Share				Shares Sold				Offering				Shares Issued				VALUE
Midpoint		$	10.00				460,000			$	4,600,000				460,000			$	4,600,000
Minimum		$	10.00				391,000			$	3,910,000				391,000			$	3,910,000
Maximum		$	10.00				529,000			$	5,290,000				529,000			$	5,290,000
Maximum, as adjusted		$	10.00				608,350			$	6,083,500				608,350			$	6,083,500

 

 

EXHIBIT 47

 

KELLER & COMPANY

Dublin, Ohio

614-766-1426

 

COMPARABLE GROUP MARKET, PRICING AND FINANCIAL RATIOS

STOCK PRICES AS OF AUGUST 24, 2016

FINANCIAL DATA/ALL RATIOS MOST RECENT FOUR QUARTERS

 

				Market Data																Pricing Ratios																				Dividends												Financial Ratios
																								Price/								Price/				Price/				12 Mo.
				Market				Price/				12 Mo.				Bk. Value				Price/				Book				Price/				Tang.				Core				Div./				Dividend				Payout				Equity/				Core				Core
				Value				Share				EPS				/Share				Earnings				Value				Assets				Bk. Val.				Earnings				Share				Yield				Ratio				Assets				ROAA				ROAE
				($M)				($)				($)				($)				(X)				(%)				(%)				(%)				(X)				($)				(%)				(%)				(%)				(%)				(%)
COMMUNITY SAVINGS
		Appraised value - midpoint			4,600				10.00				(0.02	)			17.08				NM				58.55				8.05				58.55				NM				0.00				0.00				0.00				13.76				0.12				0.84
		Minimum			3,910				10.00				(0.02	)			18.54				NM				53.94				6.92				53.94				NM				0.00				0.00				0.00				12.83				0.12				0.96
		Maximum			5,290				10.00				(0.03	)			16.00				NM				62.50				9.16				62.50				NM				0.00				0.00				0.00				14.66				0.11				0.73
		Maximum, as adjusted			6,084				10.00				(0.03	)			15.06				NM				66.36				10.41				66.36				NM				0.00				0.00				0.00				15.68				0.10				0.63
ALL THRIFTS  (149)
		Average			201,271				17.74				1.29				18.47				15.20				107.92				13.01				117.14				15.34				0.62				2.42				59.67				12.08				0.74				5.94
		Median			54,592				15.33				0.80				15.41				15.62				100.82				11.52				106.58				15.44				0.24				1.48				45.55				11.08				0.70				5.58
OHIO THRIFTS  (13)
		Average			66,351				15.30				1.18				16.88				19.33				89.00				10.89				94.60				17.15				0.50				2.82				50.27				12.26				0.78				6.61
		Median			21,184				13.75				1.05				16.95				12.91				81.32				10.68				82.67				11.87				0.36				2.81				37.37				11.89				0.78				7.21
COMPARABLE GROUP  (10)
		Average			50,707				13.26				0.68				15.65				24.05				80.92				9.66				86.39				17.14				0.41				2.14				57.40				11.81				0.63				5.43
		Median			54,134				13.15				0.59				17.14				17.75				83.85				8.81				85.49				16.67				0.24				1.76				40.90				11.13				0.67				5.59
COMPARABLE GROUP
BYBK		BAY BANCORP			56,089				5.07				0.16				6.15				31.69				82.44				12.10				85.50				33.80				0.00				0.00				0.00				14.68				0.34				2.43
CFBK		CENTRAL FEDERAL CORP			21,793				1.36				0.28				2.39				4.86				56.90				6.20				57.14				6.80				0.00				0.00				0.00				10.90				0.95				8.61
ESBK		ELMIRA SAVINGS BANK			53,382				19.66				1.53				20.27				12.85				96.99				9.53				130.37				13.56				0.92				4.69				60.32				9.82				0.70				7.13
HMNF		HMN FINANCIAL			60,842				13.58				0.95				17.11				14.29				79.37				9.55				82.91				14.15				0.00				0.00				0.00				12.04				0.71				5.99
PBHC		PATHFINDER BANCORP			49,068				11.27				0.21				17.17				53.67				65.64				5.91				70.13				19.10				0.24				2.13				114.29				9.01				0.34				3.57
PBSK		POAGE BANKSHARES			65,181				17.18				0.81				18.15				21.21				94.66				14.97				98.79				20.70				0.24				1.40				29.63				15.81				0.74				4.65
SVBI		SEVERN BANCORP			60,533				6.00				0.45				8.61				13.33				69.69				7.91				70.42				12.24				0.00				0.00				0.00				11.36				0.63				5.74
WAYN		WAYNE SAVINGS BANCSHARES			35,385				12.72				0.69				14.37				18.43				88.52				8.08				93.39				17.67				0.36				2.83				52.17				9.13				0.47				5.04
WEBK		WELLESLEY BANCORP INC			49,909				20.30				1.19				23.81				17.06				85.26				8.07				85.47				17.20				1.30				6.40				109.24				9.46				0.50				5.58
WBKC		WOLVERINE BANCORP			54,885				25.50				0.48				28.43				53.13				89.69				14.23				89.79				16.14				1.00				3.92				208.33				15.86				0.92				5.60

 

 

 

EXHIBIT 48 

 

KELLER & COMPANY

Columbus, Ohio

614-766-1426

 

PROJECTED EFFECT OF CONVERSION PROCEEDS

COMMUNITY SAVINGS

At the MINIMUM

 

1.		Gross Offering Proceeds
		Offering proceeds (1)		$	3,910,000
		Less: Estimated offering expenses			1,200,000
		Net offering proceeds		$	2,710,000

 

2.		Generation of Additional Income
		Net offering proceeds		$	2,710,000
		Less: Stock-based benefit plans (2)			469,200
		Net offering proceeds invested		$	2,240,800
		Investment rate, after taxes			0.76	%
		Earnings increase - return on proceeds invested		$	17,008
		Plus: Expense savings - Defined benefit plan			25,000
		Less: Amortization of ESOP borrowings, net of taxes			10,322
		Less: Stock-based incentive plan expense, net of taxes			20,645
		Less: Option expense, net of applicable taxes			17,244
		Net earnings increase (decrease)		$	(6,204	)
3.		Comparative Pro Forma Earnings

				Net				Core
		Before conversion - twelve months ended 6/30/16		$	679,000			$	76,000
		Net earnings increase (decrease)			(6,204	)			(6,204	)
		After conversion		$	672,796			$	69,796

 

4.		Comparative Pro Forma Net Worth (3)
					Total				Tangible
		Before conversion - 6/30/16		$	5,010,000			$	5,010,000
		Net cash conversion proceeds			2,240,800				2,240,800
		MHC Consolidation			0				0
		After conversion		$	7,250,800			$	7,250,800

 

5.		Comparative Pro Forma Assets
		Before conversion - 6/30/16		$	54,279,000
		Net cash conversion proceeds			2,240,800
		MHC Consolidation			0
		After conversion		$	56,519,800

 

(1) Represents gross proceeds of public offering.

(2) Represents ESOP and stock-based incentive plans..

(3) ESOP and RRP are omitted from net worth.

 

 

EXHIBIT 49 

 

KELLER & COMPANY

Columbus, Ohio

614-766-1426

 

PROJECTED EFFECT OF CONVERSION PROCEEDS

COMMUNITY SAVINGS

At the MIDPOINT

 

1.		Gross Offering Proceeds
		Offering proceeds (1)		$	4,600,000
		Less: Estimated offering expenses			1,200,000
		Net offering proceeds		$	3,400,000
2.		Generation of Additional Income
		Net offering proceeds		$	3,400,000
		Less: Stock-based benefit plans (2)			552,000
		Net offering proceeds invested		$	2,848,000
		Investment rate, after taxes			0.76	%
		Earnings increase - return on proceeds invested		$	21,616
		Plus: Expense savings - Defined benefit plan			25,000
		Less: Amortization of ESOP borrowings, net of taxes			12,144
		Less: Stock-based incentive plan expense, net of taxes			24,288
		Less: Option expense, net of applicable taxes			20,287
		Net earnings increase (decrease)		$	(10,103	)
3.		Comparative Pro Forma Earnings

				Regular				Core
		Before conversion - twelve months ended 6/30/16		$	679,000			$	76,000
		Net earnings increase			(10,103	)			(10,103	)
		After conversion		$	668,897			$	65,897

 

4.		Comparative Pro Forma Net Worth (3)
					Total				Tangible
		Before conversion - 6/30/16		$	5,010,000			$	5,010,000
		Net cash conversion proceeds			2,848,000				2,848,000
		MHC Consolidation			0				0
		After conversion		$	7,858,000			$	7,858,000
5.		Comparative Pro Forma Assets
		Before conversion - 6/30/16		$	54,279,000
		Net cash conversion proceeds			2,848,000
		MHC Consolidation			0
		After conversion		$	57,127,000

 

(1) Represents gross proceeds of public offering.

(2) Represents ESOP and stock-based incentive plans..

(3) ESOP and RRP are omitted from net worth.

 

 

EXHIBIT 50

 

KELLER & COMPANY

Columbus, Ohio

614-766-1426

 

PROJECTED EFFECT OF CONVERSION PROCEEDS

COMMUNITY SAVINGS

At the MAXIMUM

 

1.		Gross Offering Proceeds
		Offering proceeds (1)		$	5,290,000
		Less: Estimated offering expenses			1,200,000
		Net offering proceeds		$	4,090,000
2.		Generation of Additional Income
		Net offering proceeds		$	4,090,000
		Less: Stock-based benefit plans (2)			634,800
		Net offering proceeds invested		$	3,455,200
		Investment rate, after taxes			0.76	%
		Earnings increase - return on proceeds invested		$	26,225
		Plus: Expense savings - Defined benefit plan			25,000
		Less: Amortization of ESOP borrowings, net of taxes			13,966
		Less: Stock-based incentive plan expense, net of taxes			27,931
		Less: Option expense, net of applicable taxes			23,330
		Net earnings increase (decrease)		$	(14,002	)
3.		Comparative Pro Forma Earnings

				Regular				Core
		Before conversion - twelve months ended 6/30/16		$	679,000			$	76,000
		Net earnings increase			(14,002	)			(14,002	)
		After conversion		$	664,998			$	61,998

 

4.		Comparative Pro Forma Net Worth (3)
					Total				Tangible
		Before conversion - 6/30/16		$	5,010,000			$	5,010,000
		Net cash conversion proceeds			3,455,200				3,455,200
		MHC Consolidation			0				0
		After conversion		$	8,465,200			$	8,465,200
5.		Comparative Pro Forma Assets
		Before conversion - 6/30/16		$	54,279,000
		Net cash conversion proceeds			3,455,200
		MHC Consolidation			0
		After conversion		$	57,734,200

 

(1) Represents gross proceeds of public offering.

(2) Represents ESOP and stock-based incentive plans..

(3) ESOP and RRP are omitted from net worth.

 

 

EXHIBIT 51 

 

KELLER & COMPANY

Columbus, Ohio

614-766-1426

 

PROJECTED EFFECT OF CONVERSION PROCEEDS

COMMUNITY SAVINGS

At the Maximum, as adjusted

 

1.		Gross Offering Proceeds
		Offering proceeds (1)		$	6,083,500
		Less: Estimated offering expenses			1,200,000
		Net offering proceeds		$	4,883,500
2.		Generation of Additional Income
		Net offering proceeds		$	4,883,500
		Less: Stock-based benefit plans (2)			730,020
		Net offering proceeds invested		$	4,153,480
		Investment rate, after taxes			0.76	%
		Earnings increase - return on proceeds invested		$	31,525
		Plus: Expense savings - Defined benefit plan			25,000
		Less: Amortization of ESOP borrowings, net of taxes			16,060
		Less: Stock-based incentive plan expense, net of taxes			32,121
		Less: Option expense, net of applicable taxes			26,830
		Net earnings increase (decrease)		$	(18,486	)
3.		Comparative Pro Forma Earnings
					Regular				Core
		Before conversion - twelve months ended 6/30/16		$	679,000			$	76,000
		Net earnings increase			(18,486	)			(18,486	)
		After conversion		$	660,514			$	57,514
4.		Comparative Pro Forma Net Worth (3)
					Total				Tangible
		Before conversion - 6/30/16		$	5,010,000			$	5,010,000
		Net cash conversion proceeds			4,153,480				4,153,480
		MHC Consolidation			0				0
		After conversion		$	9,163,480			$	9,163,480
5.		Comparative Pro Forma Assets
		Before conversion - 6/30/16		$	54,279,000
		Net cash conversion proceeds			4,153,480
		MHC Consolidation			0
		After conversion		$	58,432,480

 

(1) Represents gross proceeds of public offering.

(2) Represents ESOP and stock-based incentive plans..

(3) ESOP and RRP are omitted from net worth.

 

 

EXHIBIT 52

 

KELLER & COMPANY

Columbus, Ohio

614-766-1426

 

SUMMARY OF VALUATION PREMIUM OR DISCOUNT

 

COMMUNITY SAVINGS

 

						Premium or (discount)
						from comparable group.
		Community Savings				Average				Median
Midpoint:
Price/earnings			NM	x			NM				NM
Price/book value			58.55	%*			-27.64	%			-30.17	%
Price/assets			8.05	%			-16.62	%			-8.57	%
Price/tangible book value			58.55	%			-32.23	%			-31.51	%
Price/core earnings			NM	x			NM				NM
Minimum of range:
Price/earnings			NM	x			NM				NM
Price/book value			53.94	%*			-33.34	%			-35.67	%
Price/assets			6.92	%			-28.33	%			-21.41	%
Price/tangible book value			53.94	%			-37.56	%			-36.90	%
Price/core earnings			NM	x			NM				NM
Maximum of range:
Price/earnings			NM	x			NM				NM
Price/book value			62.50	%*			-22.76	%			-25.46	%
Price/assets			9.16	%			-5.13	%			4.03	%
Price/tangible book value			62.50	%			-27.65	%			-26.89	%
Price/core earnings			NM	x			NM				NM
Super maximum of range:
Price/earnings			NM	x			NM				NM
Price/book value			66.36	%*			-17.99	%			-20.86	%
Price/assets			10.41	%			7.82	%			18.23	%
Price/tangible book value			66.36	%			-23.19	%			-22.37	%
Price/core earnings			NM	x			NM				NM

 

* Represents pricing ratio associated with primary valuation method.

 

 

ALPHABETICAL

 

EXHIBITS

 

 

EXHIBIT A

 

KELLER & COMPANY, INC.

Financial Institution Consultants

 

555 Metro Place North	614-766-1426
Dublin, Ohio 43017	(fax) 614-766-1459

 

 

PROFILE OF THE FIRM

 

KELLER & COMPANY, INC. is a national consulting firm to financial institutions, serving clients throughout the United States from its office in Dublin, Ohio. Since our inception in 1985, we have provided a wide range of consulting services to over 250 financial institutions including banks, thrifts, mortgage companies, insurance companies and holding companies from Alaska to Maine.

 

Services offered by Keller & Company include the preparation of stock and ESOP valuations, fairness opinions, business and strategic plans, capital plans, financial models and projections, market studies, de novo charter and deposit insurance applications, incentive compensation plans, compliance policies, lending, underwriting and investment criteria, and responses to regulatory comments. Keller & Company also serves as advisor in merger/acquisition, deregistration, going private, secondary offering and branch purchase/sale transactions. Keller & Company is additionally active in loan review, director and management review, product analysis and development, performance analysis, compensation review, policy development, charter conversion, data processing, information technology systems, and conference planning and facilitation.

 

Keller & Company is one of the leading thrift conversion appraisal firms in the United States. We have on-line access to current and historical financial, organizational and demographic data for every financial institution and financial institution holding company in the United States and daily pricing data and ratios for all publicly traded financial institutions.

 

Keller & Company is an approved appraiser for filing with the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency and numerous state government agencies, and is also approved by the Internal Revenue Service as an expert in financial institution stock valuations. We are an affiliate member of numerous trade organizations including the American Bankers Association and America’s Community Bankers.

 

Each of the firm’s senior consultants has over thirty years of front line experience and accomplishment in various areas of the financial institution, regulatory and real estate sectors, offering clients distinct and diverse areas of expertise. It is the goal of Keller & Company to provide specific and ongoing relationship-based services that are pertinent, focused and responsive to the needs of the individual client institution within the changing industry environment, and to offer those services at reasonable fees on a timely basis. In recent years, Keller & Company has become one of the leading and most recognized financial institution consulting firms in the nation.

 

 

 CONSULTANTS IN THE FIRM

 

MICHAEL R. KELLER has over thirty years experience as a consultant to the financial institution industry. Immediately following his graduation from college, Mr. Keller took a position as an examiner of financial institutions in northeastern Ohio with a focus on Cleveland area institutions. After working two years as an examiner, Mr. Keller entered Ohio State University full time to obtain his M.B.A. in Finance.

 

Mr. Keller then worked as an associate for a management consulting firm specializing in services to financial institutions immediately after receiving his M.B.A. During his eight years with the firm, he specialized in mergers and acquisitions, branch acquisitions and sales, branch feasibility studies, stock valuations, charter applications, and site selection analyses. By the time of his departure, he had attained the position of vice president, with experience in almost all facets of banking operations.

 

Prior to forming Keller & Company, Mr. Keller also worked as a senior consultant in a larger consulting firm. In that position, he broadened his activities and experience, becoming more involved with institutional operations, business and strategic planning, regulatory policies and procedures, performance analysis, conversion appraisals, and fairness opinions. Mr. Keller established Keller & Company in November 1985 to better serve the needs of the financial institution industry.

 

Mr. Keller graduated from the College of Wooster with a B.A. in Economics in 1972, and later received an M.B.A. in Finance in 1976 from the Ohio State University where he took numerous courses in corporate stock valuations.

 

 

Consultants in the Firm (cont.)

 

SUSAN H. O’DONNELL has twenty years of experience in the finance and accounting areas of the banking industry.

 

At the start of her career, Ms. O’Donnell worked in public accounting for Coopers & Lybrand in Cincinnati and earned her CPA. Her clients consisted primarily of financial institutions and health care companies.

 

Ms. O’Donnell then joined Empire Bank of America in Buffalo, New York. During her five years with Empire, Ms. O’Donnell progressed to the level of Vice President and was responsible for SEC, FHLB and internal financial reporting. She also coordinated the offering circular for its initial offering of common stock.

 

Ms. O’Donnell later joined Banc One Corporation where she worked for eleven years. She began her career at Banc One in the Corporate Accounting Department where she was responsible for SEC, Federal Reserve and investor relations reporting and coordinated the offering documents for stock and debt offerings. She also performed acquisition work including regulatory applications and due diligence and established accounting policies and procedures for all affiliates. Ms. O’Donnell later moved within Banc One to the position of chief financial officer of the Personal Trust business responsible for $225 million in revenue. She then provided leadership as the Director of Personal Trust Integration responsible for various savings and revenue enhancements related to the Bank One/First Chicago merger.

 

Ms. O’Donnell graduated from Miami University with a B.S. in Business. She also completed the Leading Strategic Change Program at The Darden School of Business and the Banc One Leadership Development Program.

 

 

Consultants in the Firm (cont.)

 

JOHN A. SHAFFER has over thirty years experience in banking, finance, real estate lending, and development.

 

Following his university studies, Mr. Shaffer served as a lending officer for a large real estate investment trust, specializing in construction and development loans. Having gained experience in loan underwriting, management and workout, he later joined Chemical Bank of New York and was appointed Vice President for Loan Administration of Chemical Mortgage Company in Columbus, Ohio. At Chemical, he managed all commercial and residential loan servicing, administering a portfolio in excess of $2 billion. His responsibilities also included the analysis, management and workout of problem commercial real estate loans and equity holdings, and the structuring, negotiation, acquisition and sale of loan servicing, mortgage and equity securities and real estate projects. Mr. Shaffer later formed and managed an independent real estate and financial consulting firm, serving corporate and institutional clients, and also investing in and developing real estate.

 

Mr. Shaffer’s primary activities and responsibilities have included financial analysis, projection and modeling, asset and liability management, real estate finance and development, loan management and workout, organizational and financial administration, budgeting, cash flow management and project design.

 

Mr. Shaffer graduated from Syracuse University with a B.S. in Business Administration, later receiving an M.B.A. in Finance and a Ph.D. in Economics from New York University.

 

 

EXHIBIT B

 

RB 20

CERTIFICATION

 

I hereby certify that I have not been the subject of any criminal, civil or administrative judgments, consents, undertakings or orders, or any past administrative proceedings (excluding routine or customary audits, inspections and investigation) issued by any federal or state court, any department, agency, or commission of the U.S. Government, any state or municipality, any self-regulatory trade or professional organization, or any foreign government or governmental entity, which involve:

 

(i)

commission of a felony, fraud, moral turpitude, dishonesty or breach of trust;

 

(ii)

violation of securities or commodities laws or regulations;

 

(iii)

violation of depository institution laws or regulations;

 

(iv)

violation of housing authority laws or regulations;

 

(v)

violation of the rules, regulations, codes or conduct or ethics of a self-regulatory trade or professional organization;

 

(vi)

adjudication of bankruptcy or insolvency or appointment of a receiver, conservator, trustee, referee, or guardian.

 

I hereby certify that the statements I have made herein are true, complete and correct to the best of my knowledge and belief.

 

		Conversion Appraiser
8/24/16		/s/ Michael R. Keller
Date		Michael R. Keller

 

 

EXHIBIT C

 

AFFIDAVIT OF INDEPENDENCE

 

STATE OF OHIO,

 

COUNTY OF FRANKLIN, ss:

 

I, Michael R. Keller, being first duly sworn hereby depose and say that:

 

The fee which I received directly from the applicant, Community Savings, in the amount of $35,000 for the performance of my appraisal was not related to the value determined in the appraisal and that the undersigned appraiser is independent and has fully disclosed any relationships which may have a material bearing upon the question of my independence; and that any indemnity agreement with the applicant has been fully disclosed.

 

Further, affiant sayeth naught.

 

		/s/ Michael R. Keller
		MICHAEL R. KELLER

 

Sworn to before me and subscribed in my presence this 24^th day of August 2016.

 

		/s/ Janet M. Mohr
		NOTARY PUBLIC