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Title: |
Conversion Valuation Appraisal Report |
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Date: |
2005 |
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Preview shows 11KB of 565KB total |
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$99 |
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#1418522 |
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CONVERSION VALUATION APPRAISAL REPORT
Prepared for:
GREENVILLE FEDERAL FINANCIAL CORPORATION
GREENVILLE, OHIO
--------------------------------------------------------------------------------
As Of:
September 14, 2005
Prepared By:
KELLER & COMPANY, INC.
555 Metro Place North
Suite 524
Dublin, Ohio 43017
(614) 766-1426
KELLER & COMPANY
<PAGE>
--------------------------------------------------------------------------------
CONVERSION VALUATION APPRAISAL REPORT
Prepared for:
GREENVILLE FEDERAL FINANCIAL CORPORATION
GREENVILLE, OHIO
--------------------------------------------------------------------------------
As Of:
September 14, 2005
<PAGE>
KELLER & COMPANY, INC.
FINANCIAL INSTITUTION CONSULTANTS
555 METRO PLACE NORTH
SUITE 524
DUBLIN, OHIO 43017
(614) 766-1426
(614) 766-1459 FAX
September 20, 2005
Board of Directors
Greenville Federal Savings & Loan
Association
690 Wagner Avenue
Greenville, OH 45331-2649
To the Board:
We hereby submit an independent appraisal of the pro forma market value of the
to-be-issued stock of Greenville Federal Financial Corporation ("Corporation"),
which is the mid-tier holding company of Greenville Federal Savings and Loan
Association, Greenville, Ohio ("Greenville Federal" or the "Association"). The
Corporation is a subsidiary of Greenville Federal, MHC. Such stock is to be
issued in connection with the application to complete a minority stock offering
by the Corporation with Greenville Federal, MHC, to own 55.0 percent of the
Corporation. This appraisal was prepared and provided to the Association in
accordance with the appraisal requirements and regulations of the Office of
Thrift Supervision of the United States Department of the Treasury.
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
Greenville Federal and the material provided by the independent auditors, Grant
Thornton LLP, Cincinnati, Ohio, are both accurate and complete. We did not
verify the financial statements provided to us, nor did we conduct independent
valuations of the Association'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
Greenville Federal, with the law firm of Vorys, Sater, Seymour and Pease LLP,
Columbus, Ohio, the Association's conversion counsel, and with Grant Thornton.
Further, we viewed the Association's local economy and primary market area and
also reviewed the Association's most recent Business Plan as part of our review
process.
<PAGE>
Board of Directors
Greenville Federal Savings and Loan Association
September 20, 2005
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 updated as required and will give consideration to any new
developments related to the Association that will affect its 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 September 14, 2005, the pro forma market value or
appraised value of the Corporation is $27,000,000 at the midpoint, with a
minority offering of $12,150,000 or 1,215,000 shares at $10 per share,
representing 45.0 percent of the total valuation. The pro forma valuation range
of the Corporation is from a minimum of $22,950,000 to a maximum of $31,050,000,
with a maximum, as adjusted, of $35,707,500, representing offering amounts of
$10,327,500 at the minimum to a maximum of $13,972,500, with a maximum, as
adjusted, of $16,068,370, representing 1,032,750 shares, 1,397,250 shares and
1,606,837 shares at $10 per share at the minimum, maximum, and maximum, as
adjusted, respectively.
The pro forma appraised value of Greenville Federal Financial Corporation, as of
September 14, 2005, is $27,000,000, at the midpoint with a midpoint offering of
$12,150,000.
Very truly yours,
KELLER & COMPANY, INC.
(KELLER & COMPANY, INC.)
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
INTRODUCTION 1
I. DESCRIPTION OF GREENVILLE FEDERAL SAVINGS AND LOAN ASSOCIATION
General 4
Performance Overview 8
Income and Expense 10
Yields and Costs 15
Interest Rate Sensitivity 16
Lending Activities 18
Nonperforming Assets 23
Investments 25
Deposit Activities 27
Borrowings 28
Subsidiaries 28
Office Properties 28
Management 29
II. DESCRIPTION OF PRIMARY MARKET AREA 30
III. COMPARABLE GROUP SELECTION
Introduction 35
General Parameters
Merger/ Acquisition 36
Mutual Holding Companies 36
Trading Exchange 38
IPO Date 38
Geographic Location 38
Asset Size 39
Balance Sheet Parameters
Introduction 40
Cash and Investments to Assets 41
Mortgage-Backed Securities to Assets 42
One- to Four-Family Loans to Assets 42
Total Net Loans to Assets 42
Total Net Loans and Mortgage-Backed Securities to Assets 43
Borrowed Funds to Assets 43
Equity to Assets 44
Performance Parameters
Introduction 44
</TABLE>
<PAGE>
TABLE OF CONTENTS (CONT.)
<TABLE>
<CAPTION>
PAGE
<S> <C>
III. COMPARABLE GROUP SELECTION (CONT.)
Performance Parameters (cont.)
Return on Average Assets 45
Return on Average Equity 45
Net Interest Margin 46
Operating Expenses to Assets 46
Noninterest Income to Assets 46
Asset Quality Parameters
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