Indiana | | | 6035 | | | 35-1927981 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
David P. Hooper, Esq. Barnes & Thornburg LLP 11 S. Meridian Street Indianapolis, Indiana 46204 (317) 236-1313 | | | Mark B. Ryerson, Esq. Howard & Howard Attorneys PLLC 200 S. Michigan Avenue, Suite 1100 Chicago, Illinois 60604 (312) 456-3406 |
Large accelerated filer | | | ☐ | | | | | Accelerated filer | | | ☐ | |
Non-accelerated filer | | | ☒ | | | | | Smaller reporting company | | | ☒ | |
| | | | | | Emerging growth company | | | ☐ |
Title of each class of securities to be registered | | | Amount to be registered(1) | | | Proposed Maximum Offering Price Per Share | | | Proposed Maximum Aggregate Offering Price(2) | | | Amount of Registration Fee |
Common Stock, without par value | | | 803,120 | | | N/A | | | $32,842,150 | | | $3,045 |
(1) | Represents the maximum number of shares of common stock of Finward Bancorp (OTC Pink: FNWD) (the “Registrant”), that is expected to be issued in connection with the merger of Royal Financial, Inc. into the Registrant. This number is based upon the product of: (i) the number of issued and outstanding shares of Royal Financial, Inc. common stock, plus shares underlying options to purchase shares of Royal Financial, Inc. common stock under various plans, as of October 22, 2021; (ii) the exchange ratio of 0.4609, pursuant to the Merger Agreement; and (iii) 65%, which is the portion of the merger consideration consisting of the Registrant’s common stock issuable in the merger. Under the Merger Agreement, in certain circumstances the Registrant may increase the exchange ratio pursuant to a formula in the Merger Agreement, and thus issue additional stock consideration to accommodate this increase, in order to prevent a termination of the Merger Agreement. In the event the Registrant increases the exchange ratio as described, the Registrant will file a registration statement pursuant to Rule 413 to cover the issuance of the additional shares of common stock. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (f), based on $19.30 per share, the average of the high and low prices of a share of Royal Financial, Inc. common stock on October 22, 2021 (which date is within five business days prior to the date of the filing of this registration statement), multiplied by 2,680,773 shares of Royal Financial, Inc. common stock that may be received by the Registrant and/or cancelled upon consummation of the merger (which is the sum of 2,567,573 issued and outstanding shares of Royal Financial, Inc. common stock, and 113,200 shares underlying options to purchase shares of Royal Financial, Inc. common stock), less $18,896,769, which is the estimated aggregate amount of cash expected to be paid by the Registrant in exchange for shares of Royal Financial, Inc. common stock (which assumes all options to purchase shares of Royal Financial, Inc. common stock are exercised prior to closing). |
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| PROXY STATEMENT AND PROSPECTUS OF FINWARD BANCORP | | | PROXY STATEMENT OF ROYAL FINANCIAL, INC. | |
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| | Benjamin J. Bochnowski | | | | | Leonard S. Szwajkowski | ||
| | President and Chief Executive Officer | | | | | President and Chief Executive Officer | ||
| | Finward Bancorp | | | | | Royal Financial, Inc. |
1. | Merger Agreement Proposal. To approve the Agreement and Plan of Merger dated July 28, 2021 (which we refer to as the “Merger Agreement”) by and between Finward and Royal Financial, Inc. (“Royal Financial”), pursuant to which Royal Financial will merge with and into Finward. Simultaneously with the merger, Royal Savings Bank, the wholly-owned Illinois state chartered savings bank subsidiary of Royal Financial, will merge with and into Peoples Bank, the wholly-owned Indiana state chartered commercial bank subsidiary of Finward. |
2. | Shares Issuance Proposal. To approve the issuance of up to 803,120 shares of Finward common stock to be issued in connection with the merger of Royal Financial and Finward under the Merger Agreement. |
3. | Adjournment. To approve a proposal to adjourn the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes present at the special meeting in person or by proxy to approve the Merger Agreement or shares issuance proposals. |
4. | Other Matters. To vote upon such other matters as may properly come before the meeting or any adjournment thereof. The board of directors is not aware of any such other matters. |
| | By Order of the Board of Directors, | |
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| | Leane E. Cerven | |
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| | Executive Vice President, Chief Risk Officer, General Counsel and Secretary | |
Munster, Indiana | | | |
[•], 2021 | | |
1. | Merger Proposal. To approve the Agreement and Plan of Merger dated July 28, 2021 (which we refer to as the “Merger Agreement”) by and between Finward Bancorp (“Finward”) and Royal Financial, pursuant to which Royal Financial will merge with and into Finward. Simultaneously with the merger, Royal Savings Bank, the wholly-owned Illinois state chartered savings bank subsidiary of Royal Financial, will merge with and into Peoples Bank, the wholly-owned Indiana state chartered commercial bank subsidiary of Finward. |
2. | Election of Directors. To elect two Class II Directors to serve three-year terms expiring at the earlier of Royal Financial’s 2024 annual meeting of stockholders or the consummation of the merger with Finward. |
3. | Ratification of Auditors. To ratify the appointment of Crowe LLP (“Crowe”) as Royal Financial’s independent auditor for the fiscal year ending June 30, 2022. |
4. | Adjournment. To approve a proposal to adjourn the annual meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes present at the annual meeting in person or by proxy to approve any of the above items. |
5. | Other Matters. To vote upon such other matters as may properly come before the meeting or any adjournment thereof. The board of directors is not aware of any such other matters. |
| | By Order of the Board of Directors, | |
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| | Leonard S. Szwajkowski President and CEO Chicago, Illinois [•], 2021 |
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Q: | Why am I receiving these materials? |
A: | Finward is proposing to acquire Royal Financial pursuant to a transaction where Royal Financial will merge with and into Finward. Finward would be the surviving entity in the merger, and Royal Financial would cease to exist. Simultaneously with the merger, Royal Bank, Royal Financial’s banking subsidiary, will merge with and into Finward’s banking subsidiary, Peoples Bank, with Peoples Bank being the surviving entity. |
Q: | Why do Royal Financial and Finward want to merge? |
A: | Finward believes that combining Royal Financial and Finward will create a stronger banking franchise with an expanded regional presence in both Indiana and Illinois. The merger will give the combined company greater scale, not only for serving existing customers more efficiently but also for future expansion. Finward believes that Royal Financial and Finward have similar, community-oriented philosophies, and the merger is expected to give Finward a stronger presence in its current markets. Finward also believes the locations of Royal Financial’s banking offices are consistent with Finward’s strategic expansion plans in the Chicagoland market. Finward further believes the Chicagoland market offers significant growth potential for Finward as evidenced by several factors, including the large population along the Interstate Highway 80 corridor, existing customer relationships in the market, disruption in the local banking competitive landscape, the creation of a wider trade area, and the higher legal lending limit afforded by the additional capital to be created by the merger. |
Q: | What will Royal Financial’s stockholders receive in the merger? |
A: | If the merger is completed, each share of Royal Financial common stock held by a Royal Financial stockholder owning 101 or more shares will be converted into the right to receive, at the election of the stockholder, (i) 0.4609 shares (the “exchange ratio”) of Finward common stock, subject to certain adjustments as described in the Merger Agreement (which we refer to as the “stock consideration”), or (ii) $20.14 in cash (which we refer to as the “cash consideration”), subject to limitations and prorations such that 65% of the outstanding shares of Royal Financial common stock will be converted into the stock consideration and 35% of the outstanding Royal Financial shares will be converted into the cash consideration. Royal Financial stockholders can elect to receive the stock consideration for some of their Royal Financial shares and the cash consideration for some of the Royal Financial shares, subject to these limitations and prorations. We refer to the cash consideration and the stock consideration, as may be adjusted, collectively as the “merger consideration.” The cash consideration and exchange ratio are subject to adjustment and allocation procedures as described below. Because the exchange ratio for the stock consideration is fixed, the value of the stock consideration will fluctuate with the market price of Finward’s common stock. Accordingly, at the time of Finward’s special meeting and Royal Financial’s annual meeting, Finward and Royal Financial stockholders will not necessarily know what the market value of 0.4609 shares of Finward common stock will be upon completion of the merger. If the merger is completed, each share of Royal Financial common stock held by a Royal Financial stockholder who owns of record and/or beneficially fewer than 101 shares will receive fixed consideration in the amount of $20.14 per share in cash and will not be entitled to make an election with respect to the merger consideration. |
• | if prior to the effective time of the merger, Finward changes the number of shares of Finward common stock outstanding by way of a stock split, stock dividend, or similar transaction, or if Finward establishes a record date for such a change, the exchange ratio will be adjusted accordingly so that each stockholder of Royal Financial receives at the effective time, in the aggregate, the number of shares of Finward common stock representing the same percentage of the outstanding shares of Finward common stock that they would have received if such change had not occurred; or |
• | if Royal Financial elects to terminate the Merger Agreement because the volume-weighted average closing price of Finward’s common stock is less than $34.42 for the 15 consecutive trading days before the second business day prior to the closing of the merger and if the decline in Finward’s share price is more than 20% greater than the corresponding price decline in the SNL Small Cap U.S. Bank and Thrift Index, Finward may elect to negate Royal Financial’s termination by exercising Finward’s option to increase the stock consideration pursuant to the formula specified in the Merger Agreement. See “The Merger Agreement – Merger Consideration” beginning on page [79]. |
Q: | Will Finward’s stockholders receive any shares or cash as a result of the merger? |
A: | No. Finward’s stockholders will not receive any cash or shares in the merger. If you are a Finward stockholder, each share of Finward common stock that you hold before the merger will continue to represent one share of Finward common stock after the merger. |
Q: | If I am a Royal Financial stockholder, how do I make an election to receive cash, Finward common stock, or a combination of both? |
A: | An election form and letter of transmittal will be mailed to Royal Financial stockholders following the mailing of this joint proxy statement/prospectus and prior to the completion of the merger. Royal Financial stockholders who wish to elect the type of merger consideration they prefer to receive in the merger should carefully review and follow the instructions set forth in the election form that will be provided to Royal Financial stockholders following the mailing of this joint proxy statement/prospectus. If a Royal Financial |
Q: | Can I change my election? |
A: | Yes. You can change your election by submitting a new election form/letter of transmittal to the exchange agent so it is received prior to the election deadline set forth on the election form. After the election deadline, no changes can be made. |
Q: | What risks should Royal Financial’s and Finward’s stockholders consider before voting on the Merger Agreement? |
A: | You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page [19] of this joint proxy statement/prospectus. You also should read and carefully consider the risk factors of Finward contained in the documents that are incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page [157] of this joint proxy statement/prospectus. |
Q: | What are the tax consequences of the merger to Royal Financial’s stockholders? |
A: | Finward and Royal Financial expect the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes. In this regard, Royal Financial stockholders generally will not recognize any gain or loss for federal income tax purposes to the extent their Royal Financial shares are exchanged for the stock consideration, except with respect to any fractional share interest. If a Royal Financial stockholder receives solely cash, then that stockholder generally will recognize gain or loss equal to the difference between the amount of cash the stockholder receives and the stockholder’s basis in the stockholder’s Royal Financial shares. The tax treatment of any gain or loss will depend upon the stockholder’s individual circumstances. If a Royal Financial stockholder receives a combination of Finward common stock and cash, then that stockholder will generally recognize gain, but not loss, in an amount equal to the lesser of the amount of cash received (excluding any cash received in lieu of a fractional share of Finward common stock), or the amount of gain “realized” in the merger where the amount of such realized gain will equal the amount by which (i) the cash plus the fair market value of the Finward common stock received, exceeds (ii) the holder’s aggregate adjusted tax basis in the Royal Financial common stock. A holder of Royal Financial common stock will recognize gain or loss, if any, on any fractional share of Finward common stock for which cash is received equal to the difference between the amount of cash received and the holder’s allocable tax basis in the fractional share. Any gain recognized may be treated as a dividend or capital gain, depending on the stockholder’s particular circumstances. At the closing, Finward and Royal Financial are each to receive an opinion confirming these tax consequences. See “Material Federal Income Tax Consequences” beginning on page [114]. |
Q: | What will Finward’s and Royal Financial’s stockholders be voting on at their respective stockholders meetings? |
A: | At the special meeting of stockholders of Finward (the “Finward Special Meeting”), Finward stockholders will be asked to approve (i) the Merger Agreement, (ii) the issuance of up to 803,120 shares of Finward common stock to be issued in connection with the merger, and (ii) a proposal to adjourn or postpone the Finward Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes, in person |
Q: | What is the value of the per share merger consideration? |
A: | On July 28, 2021, which is the last business day on which shares of Finward common stock traded preceding the public announcement of the proposed merger, the closing price of a share of Finward common stock was $44.00, which, after giving effect to the 0.4609 exchange ratio, results in an implied value of approximately $20.28 per Royal Financial share. If the price of a share of Finward common stock is $[•] at closing of the merger, a Royal Financial stockholder who receives stock for 65% of his or her Royal Financial shares and receives cash for 35% of his or her Royal Financial shares would receive total merger consideration with an implied value of approximately $20.23 per Royal Financial share. As of [•], 2021, the most reasonably practicable date before the date of this joint proxy statement/prospectus, the closing price of a share of Finward common stock was $[•], which, after giving effect to the 0.4609 exchange ratio, results in an implied value of approximately $[•] per Royal Financial share. Based on this price with respect to the stock consideration and the cash consideration of $20.14 per share, upon completion of the merger, a Royal Financial stockholder who receives stock for 65% of his or her Royal Financial shares and receives cash for 35% of his or her Royal Financial shares would receive total merger consideration with an implied value of approximately $[•] per Royal Financial share. |
Q: |
A: | At the Finward Special Meeting, the affirmative vote of the holders of a majority of the issued and outstanding shares of Finward common stock is required to approve both the Merger Agreement proposal and the proposal to issue Finward common stock in the merger. The vote on the proposal to adjourn the meeting requires more votes to be cast in favor of the proposal than are cast against it. |
Q: | Who can vote at the special meetings? |
A: | All holders of record of Finward common stock as of the close of business on October 22, 2021, the record date for the Finward Special Meeting, are entitled to receive notice of, and to vote at, the Finward Special Meeting, or any postponement of the meeting in accordance with Indiana law. |
Q: | What do I need to do now? |
A: | After you have carefully read this joint proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly. If you hold your shares in your name as a stockholder of record, you must complete, sign, and date your proxy card and return it by mail in the enclosed postage-paid return envelope as soon as possible. Alternatively, you may vote via the Internet or by telephone. If you hold your stock through a bank or broker (commonly referred to as held in “street name”), you may direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker. Submitting your proxy card (or voting by telephone or the Internet) or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at your company’s stockholders’ meeting. |
Q: | Why is my vote important? |
A: | If you do not vote by proxy or in person at your company’s stockholder’s meeting, it will be more difficult for your company to obtain the necessary quorum to hold its stockholder’s meeting. In addition, if you are a Royal Financial stockholder or a Finward stockholder and fail to vote, by proxy or in person, it will have the same effect as a vote “AGAINST” the approval of the Merger Agreement and, in the case of the Finward Special Meeting, “AGAINST” the approval of the shares issuance proposal. The Merger Agreement must be approved by the holders of a majority of the issued and outstanding shares of Royal Financial common stock entitled to vote at the Royal Financial Annual Meeting and by the holders of a majority of the issued and outstanding shares of Finward common stock entitled to vote at the Finward Special Meeting. With respect to the Finward Special Meeting, the shares issuance proposal must be approved by the holders of a majority of the issued and outstanding shares of Finward common stock entitled to vote at the meeting. |
Q: | If my shares are held in “street name” by my broker, will my broker vote my shares for me? |
A: | If you hold your Royal Financial or Finward shares in street name with a broker, your broker will not be able to vote your shares without instructions from you on the proposal to approve the Merger Agreement or the proposal to adjourn the meeting at your company’s respective stockholders’ meeting. You should contact your broker and ask what directions your broker will need from you. If you hold your shares in street name with a broker and you do not provide instructions to your broker on how to vote on the merger at your respective company’s stockholders’ meeting, your broker will not be able to vote your shares on that proposal, and this will have the effect of a vote “AGAINST” the merger. |
Q: | I own shares of both Finward and Royal Financial. Should I only vote once? |
A: | No. If you own shares of both companies, you will receive separate proxy cards or voting instruction cards, if you hold your shares in street name, for each stockholders’ meeting. It is important that your vote be represented at both stockholders’ meetings, so please vote promptly. |
Q: | Can I attend my company’s stockholders’ meeting and vote my shares? |
A: | Yes. All stockholders are invited to attend their company’s stockholders’ meeting. If you are a stockholder of record of your respective company, you can vote in person at the Royal Financial Annual Meeting, and, in the case of the Finward Special Meeting, you can vote virtually. If you hold your shares in street name through a bank, broker, or other nominee, then you must obtain a legal proxy from the holder of record by contacting your bank, broker, or other nominee to vote your shares in person at the Royal Financial Annual Meeting or virtually at the Finward Special Meeting, as the case may be. However, we would prefer that you vote by proxy, even if you plan to attend your company’s meeting. As noted below, you still will have a right to change your vote at your company’s meeting, should you so choose. |
Q: | What happens if I do not vote? |
A: | Because the required vote of Royal Financial’s stockholders and Finward’s stockholders to approve the Merger Agreement, and in Finward’s case, the shares issuance proposal, is based upon the number of issued |
Q: | Can I change my vote before my company’s stockholders’ meeting? |
A: | Yes. If you are a stockholder of record, there are three ways for you to revoke your proxy and change your vote. First, you may send written notice to the Corporate Secretary of your company before your company’s stockholders’ meeting stating that you are revoking your proxy. Second, you may complete and submit a new proxy card before your company’s meeting that is dated later than the date of your prior proxy card. If you submitted your proxy by Internet or by telephone, you can change your vote by voting over the Internet or by telephone. Third, you may vote in person at the Royal Financial Annual Meeting or, in the case of Finward stockholders, virtually at the Finward Special Meeting. Merely being present at your company’s meeting, without voting at the meeting, will not constitute a revocation of a previously given proxy. If you hold your shares in street name with a bank or broker, you must follow the directions you receive from your bank or broker to change your vote. |
Q: | When do you currently expect to complete the merger? |
A: | We expect to complete the merger early in the first quarter of 2022. However, we cannot assure you when or if the merger will occur. The approval of both Royal Financial’s and Finward’s stockholders of the Merger Agreement, among other things, must first be obtained before we are able to close the merger. |
Q: | Do Royal’s stockholders have appraisal rights? |
A: | Yes. Royal Financial stockholders are entitled to appraisal rights under Section 262 of the Delaware General Corporation Law (“DGCL”), provided that the stockholders fully comply with and follow the procedures and satisfy the conditions set forth in Section 262 of the DGCL. For more information regarding appraisal rights of the Royal Financial stockholders, see the section entitled “Appraisal Rights of Royal Financial Stockholders” beginning on page [13] of this joint proxy statement/prospectus. In addition, a copy of Section 262 of the DGCL is attached as Appendix F to this joint proxy statement/prospectus. Failure to comply with Section 262 of the DGCL will result in your waiver of, or inability to exercise, appraisal rights. |
Q: | Do Finward’s stockholders have dissenters’ rights? |
A: | Dissenters’ rights are available to Finward’s stockholders under Indiana law, but you will only be able to dissent from the proposed merger by complying with the applicable provisions of the Indiana Business Corporation Law (“IBCL”). To claim dissenters’ rights under the IBCL, you must (i) before the vote on the merger is taken at the Finward Special Meeting, deliver to Finward written notice of your intent to demand payment for your shares if the merger is effectuated, and (ii) not vote in favor of the merger in person or by proxy at the Finward Special Meeting. Your written notice to demand payment for your shares must be delivered to: Finward Bancorp, 9204 Columbia Avenue, Munster, Indiana 46321, Attention: Leane E. Cerven, Executive Vice President, Chief Risk Officer, General Counsel and Corporate Secretary. If the merger is approved at the Finward Special Meeting, Finward will send any dissenting stockholders a notice of dissenters’ rights within 10 days after the Finward Special Meeting date which will state the procedures such stockholders must follow to further exercise their dissenters’ rights in accordance with the IBCL. If a Finward stockholder executes and returns a proxy card but does not specify a choice on the merger, such stockholder will be deemed to have voted “FOR” the merger and to have waived such stockholder’s dissenters’ rights, unless the stockholder revokes his or her proxy prior to its being voted. See “Dissenters’ Rights of Finward Stockholders” beginning on page [13] for a further description of the dissenters’ rights available to Finward’s stockholders. See also Appendix E for the relevant section of the IBCL concerning dissenters’ rights. |
Q: | If I am a Royal Financial stockholder, should I send in my stock certificates now? |
A: | No. You should not send in your stock certificates at this time. The election form that will be provided to you separately will contain instructions for surrendering your Royal Financial stock certificates with your election form. In addition, if you did not surrender, or you improperly surrendered, your stock certificates in connection with the election process, you will receive, as soon as practicable after the completion of the merger, a letter of transmittal describing how you may exchange your shares for the merger consideration and surrender your Royal Financial stock certificates. |
Q: | If I am a Finward stockholder, do I need to do anything with my Finward stock certificates? |
A: | No. Finward stockholders will not exchange their certificates in the merger. As indicated above, the certificates representing shares of Finward common stock will represent an equal number of shares of common stock of the combined company after the merger. |
Q: | What happens if the merger is not completed? |
A: | If the merger is not completed, Royal Financial stockholders will not receive any consideration for their shares of Royal Financial common stock in connection with the merger. Instead, Royal Financial will remain an independent company, and its common stock will continue to be quoted on the OTCQX. Under specified circumstances, Royal Financial may be required to pay Finward a fee with respect to the termination of the Merger Agreement, as described under the section entitled “The Merger Agreement – Termination Fee” beginning on page [99] of this joint proxy statement/prospectus. |
Q: | Whom should I contact if I have other questions about the Merger Agreement or the merger? |
A: | If you have more questions about the Merger Agreement or the merger, you should contact: |
Q: | If I am a Royal Financial stockholder, whom should I contact if I have questions about the Royal Financial Annual Meeting or how to submit my proxy, or if I need additional copies of this document or a proxy card? |
A: | If you are a Royal Financial stockholder and have more questions about the Royal Financial Annual Meeting or how to submit your proxy, or if you need additional copies of this document or a proxy card, you should contact: |
Q: | If I am a Finward stockholder, whom should I contact if I have questions about the Finward Special Meeting or how to submit my proxy, or if I need additional copies of this document or a proxy card? |
A: | If you are a Finward stockholder and have more questions about the Finward Special Meeting or how to submit your proxy, or if you need additional copies of this document or a proxy card, you should contact: |
• | To approve the Merger Agreement and the merger; |
• | To elect two Class II Directors to serve three-year terms expiring at the earlier of Royal’s 2024 annual meeting of stockholders or the consummation of the merger with Finward; |
• | To ratify the appointment of Crowe as Royal Financial’s independent auditor for the fiscal year ending June 30, 2022; |
• | To approve a proposal to adjourn or postpone the Royal Financial Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes, in person or by proxy, to approve any of the above items; and |
• | To transact such other business as may properly come before the Royal Financial Annual Meeting or any adjournment of the meeting. |
• | Anti-Dilution Adjustments. If prior to the effective time of the merger, Finward changes the number of shares of Finward common stock outstanding by way of a stock split, stock dividend, or similar transaction, or if Finward establishes a record date for such a change, the exchange ratio will be adjusted accordingly so that each stockholder of Royal Financial receives at the effective time, in the aggregate, the number of shares of Finward common stock representing the same percentage of the outstanding shares of Finward common stock that they would have received if such change had not occurred; or |
• | Decrease in Market Price of Finward Common Stock. If Royal Financial elects to terminate the Merger Agreement because the volume-weighted average closing price of Finward’s common stock is less than |
• | the Merger Agreement must receive the requisite approval of both Finward’s and Royal Financial’s stockholders, and the issuance of the shares of Finward common stock in connection with the merger must receive the requisite approval of Finward’s stockholders; |
• | approval of the transaction by the appropriate regulatory authorities, and such approvals do not contain any conditions which Finward’s board of directors reasonably determines in good faith would have a material adverse effect on Finward, or reduce the benefits of the merger to such a degree that Finward would not have entered into the Merger Agreement; |
• | the accuracy of the representations and warranties of the other party under the Merger Agreement (subject to the materiality standards set forth in the Merger Agreement) as of the date of the Merger Agreement and as of the effective date of the merger; |
• | the covenants made by the parties must have been fulfilled or complied with in all material respects at or prior to the effective time of the merger; |
• | the parties must have received the respective closing deliveries of the other parties to the Merger Agreement; |
• | Finward must have registered its shares of common stock to be issued to the stockholders of Royal Financial pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Registration Statement on Form S-4, of which this joint proxy statement/prospectus is a part, relating to the Finward shares to be issued pursuant to the Merger Agreement, must have been declared effective by the Securities and Exchange Commission (“SEC”), and no stop order suspending the effectiveness of the Registration Statement shall have been issued or threatened by the SEC; |
• | the boards of directors of Finward and Royal Financial must have received an opinion from their respective legal counsel to the effect that the merger will qualify as a “reorganization” for purposes of Section 368(a) of the Code; |
• | Finward must have received a letter of tax advice, in a form satisfactory to Finward, from Royal Financial’s outside, independent certified public accountants to the effect that any amounts that are paid by Royal Financial before the effective time of the merger, or required under the employment agreements between Royal Financial, Royal Bank, and its executive officers or other agreements or arrangements existing prior to the effective time of the merger, or required under the Merger Agreement to be paid at or after the effective time, to persons who are “disqualified individuals” under Section 280G of the Code with respect to Royal Financial, Royal Bank, or their successors, and that otherwise should be allowable as deductions for federal income tax purposes, should not be disallowed as deductions for such purposes by reason of Section 280G of the Code; |
• | Royal Bank shall have provided notice of termination to Fiserv Solutions, Inc. (“Fiserv”) under that certain Master Agreement, dated September 1, 2011 between Royal Bank and Fiserv; |
• | there shall be no legal proceedings that has or would reasonably be expected to have a material adverse effect on Royal Financial or Finward initiated seeking to prevent the completion of the merger; |
• | Royal Financial shall have settled certain litigation and other dispute matters delineated by the parties; |
• | the following officers of Royal Financial each will have executed and delivered to Finward a mutual termination of employment agreement: Leonard S. Szwajkowski, President and Chief Executive Officer; Andrew Morua, Senior Vice President – Chief Lending Officer; Richard Nichols, Senior Vice President – Commercial Lending and Group Manager; Toni Gonzalez, Senior Vice President – Chief Operations Officer; and Colleen Thomiszer, Senior Vice President – Chief Financial Officer; |
• | as of the end of the month prior to the effective time of the merger, Royal Financial’s adjusted consolidated stockholders’ equity, as defined in the Merger Agreement shall not be less than $48,114,000; |
• | if Finward’s common stock becomes listed on the NASDAQ Stock Market (“NASDAQ”) prior to the effective time of the merger, the shares of Finward common stock to be issued in the merger shall have been approved for listing on the NASDAQ Capital Market, subject to official notice of issuance; and |
• | Royal Financial’s loan agreement with CIBC Bank USA shall have been terminated and all indebtedness under that agreement shall have been paid-off and discharged, and all liens, security interests, pledges, and other encumbrances on the assets of Royal Financial and Royal Bank, including the pledge of Royal Bank shares, shall have been released. |
• | if Finward terminates the Merger Agreement because Royal Financial’s board of directors fails to include its recommendation to approve the merger in the joint proxy statement/prospectus delivered to stockholders, or has withdrawn, modified, or changed its approval or recommendation of the Merger Agreement, or approves or publicly recommends an acquisition proposal with a third party, or Royal Financial has entered into or publicly announced an intention to enter into another acquisition proposal; |
• | if either party terminates the Merger Agreement because it is not approved by the requisite vote of the stockholders of Royal Financial at the Royal Financial Annual Meeting, or if Finward terminates the Merger Agreement because a quorum could not be obtained at the Royal Financial Annual Meeting, and, in each case, prior to the date of such termination, a third party acquisition proposal was made, and prior to the date that is 12 months after such termination, Royal Financial or Royal Bank enters into any acquisition agreement with a third party or an acquisition proposal is consummated; |
• | if either party terminates the Merger Agreement because the consummation of the merger has not occurred by March 31, 2022, and (i) prior to the date of such termination an acquisition proposal was made by a third party, and (ii) prior to the date that is 12 months after such termination, Royal Financial or Royal Bank enters into any acquisition agreement or any acquisition proposal is consummated; |
• | if Finward terminates the Merger Agreement because an event occurs which is not capable of being cured prior to March 31, 2022 and would result in the conditions to Finward’s obligation to close not being satisfied, or Royal Financial breaches or fails to perform any of its representations, warranties, or covenants, and such matters are the result of an intentional, willful, or grossly negligent breach or nonperformance by Royal Financial of any representation, warranty, or covenant in the Merger Agreement, and (i) prior to the date of such termination an acquisition proposal was made by a third party, and (ii) prior to the date that is 12 months after such termination, Royal Financial or Royal Bank enters into any acquisition agreement or any acquisition proposal is consummated; or |
• | Royal Financial terminates the Merger Agreement because it receives a proposal, which its board of directors determines is superior to the merger with Finward and the Royal Financial board approves such proposal, or it enters into a definitive agreement, agreement in principle, or letter of intent with respect to any such proposal. |
| | Finward Common Stock | | | Royal Financial Common Stock | | | Equivalent Value Per Share of Royal Financial Common Stock | |
July 28, 2021 | | | $44.00 | | | $19.26 | | | $20.28 |
[•], 2021 | | | $[•] | | | $[•] | | | $[•] |
• | Royal Financial will be required to pay certain costs relating to the merger, whether or not the merger is completed, such as legal, accounting, financial advisor, and printing fees; |
• | under the Merger Agreement, Royal Financial is subject to certain restrictions on the conduct of its business pending the completion of the merger, which may materially and adversely affect its ability to fully execute its business plan; |
• | under the Merger Agreement, Royal Financial is required to pay a termination fee of $2,000,000 if the Merger Agreement is terminated under specific circumstances, including if Royal Financial accepts an acquisition proposal from a third party other than Finward; and |
• | matters relating to the merger may require substantial commitments of time and resources by Royal Financial management, which could otherwise have been devoted to other opportunities that may be beneficial to Royal Financial as an independent company. |
• | integrating personnel with diverse business backgrounds; |
• | combining different corporate cultures; |
• | integrating systems; and |
• | retaining key employees. |
• | statements about the benefits of the merger between Finward and Royal Financial, including future financial and operating results, cost savings, enhanced revenues, and accretion to reported earnings that may be realized from the merger; |
• | statements of plans, objectives, and expectations of Finward or Royal Financial or their managements or boards of directors; |
• | statements of future economic performance; and |
• | statements of assumptions underlying such statements. |
• | the risk that the businesses of Finward and Royal Financial will not be integrated successfully or such integration may be more difficult, time-consuming, or costly than expected; |
• | expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; |
• | revenues or earnings following the merger may be lower than expected; |
• | deposit attrition, operating costs, customer loss, and business disruption following the merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; |
• | the inability to obtain governmental approvals of the merger on the proposed terms and schedule; |
• | the failure of Finward’s and/or Royal Financial’s stockholders to approve the merger; |
• | local, regional, national, and international economic conditions and the impact they may have on Finward and Royal Financial and their customers and Finward’s and Royal Financial’s assessment of that impact; |
• | changes in the level of non-performing assets, delinquent loans, and charge-offs; |
• | material changes in the value of Finward’s common stock; |
• | the dilution caused by Finward’s issuance of additional shares of its capital stock in connection with the proposed transaction; |
• | changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; |
• | the risk that management’s assumptions and estimates used in applying critical accounting policies prove unreliable, inaccurate, or not predictive of actual results; |
• | inflation, interest rate, securities market, and monetary fluctuations; |
• | changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; |
• | prepayment speeds, loan originations, and credit losses; |
• | sources of liquidity; |
• | competitive pressures among depository and other financial institutions may increase and have an effect on pricing, spending, third-party relationships, and revenues; |
• | changes in laws and regulations (including laws and regulations concerning taxes, banking, and securities) with which Finward and Royal Financial must comply; |
• | the effects of, and changes in, trade, monetary, and fiscal policies and laws, including interest rate policies of the FRB; |
• | Finward’s and Royal Financial’s common shares outstanding and common stock price volatility; |
• | legislation affecting the financial services industry as a whole, and/or Finward and Royal Financial and their subsidiaries, individually or collectively; |
• | governmental and public policy changes; |
• | financial resources in the amounts, at the times, and on the terms required to support Finward’s and Royal Financial’s future businesses; |
• | the impact on Finward’s or Royal Financial’s businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts; and |
• | uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on Finward, Royal Financial, and the proposed transaction. |
| | Finward Historical | | | Royal Financial Historical | | | Pro Forma Adjustments | | | Pro Forma Combined | |
Assets | | | | | | | | | ||||
Cash and non-interest bearing balances in financial institutions | | | $17,750 | | | $3,470 | | | $(4,076)[a] | | | $17,797 |
Cash consideration for acquisition | | | | | | | (19,056)[b] | | | |||
Sale of securities portfolio | | | | | | | 31,889[c] | | | |||
Redemption of notes payable | | | | | | | (12,000)[d] | | | |||
Interest bearing balances in financial institutions | | | 50,406 | | | 9,260 | | | — | | | 59,666 |
Federal funds sold | | | 649 | | | 102 | | | — | | | 751 |
Total cash and cash equivalents | | | 68,625 | | | 12,832 | | | (3,243) | | | 78,214 |
Certificates of deposit in other financial institutions | | | 1,471 | | | 492 | | | — | | | 1,963 |
Securities available-for-sale | | | 473,927 | | | 31,889 | | | (31,889)[c] | | | 473,927 |
Loans held for sale | | | 5,878 | | | — | | | — | | | 5,878 |
Loans receivable, net | | | 969,491 | | | 464,224 | | | (6,174)[e] | | | 1,427,541 |
Allowance for loan losses | | | (13,639) | | | (3,858) | | | 3,858[l] | | | (13,639) |
Federal Home Loan Bank stock | | | 3,247 | | | 1,303 | | | — | | | 4,550 |
Accrued interest receivable | | | 4,803 | | | 2,220 | | | — | | | 7,023 |
Premises and equipment | | | 30,046 | | | 15,412 | | | (1,963)[h] | | | 43,495 |
Foreclosed real estate | | | 368 | | | 157 | | | — | | | 525 |
Cash value of bank owned life insurance | | | 31,082 | | | — | | | — | | | 31,082 |
Goodwill | | | 11,109 | | | 1,755 | | | 13,221[f] | | | 24,330 |
| | | | | | (1,755)[n] | | | ||||
Other intangible assets | | | 3,622 | | | 538 | | | 1,922[g] | | | 6,082 |
Other assets | | | 13,483 | | | 6,759 | | | 1,058[k] | | | 21,300 |
Total assets | | | $1,603,513 | | | $533,723 | | | $(24,965) | | | $2,112,271 |
Liabilities | | | | | | | | | ||||
Deposits: | | | | | | | | | ||||
Noninterest-bearing demand | | | $275,819 | | | $86,706 | | | — | | | $362,525 |
Interest-bearing | | | 1,119,277 | | | 379,607 | | | 919[m] | | | 1,499,803 |
Total deposits | | | 1,395,096 | | | 466,313 | | | 919 | | | 1,862,328 |
Repurchase agreements | | | 24,399 | | | — | | | | | 24,399 | |
Other borrowed money | | | — | | | 12,000 | | | (12,000)[d] | | | — |
Accrued expenses and other liabilities | | | 28,449 | | | 7,296 | | | — | | | 35,745 |
Total liabilities | | | 1,447,944 | | | 485,609 | | | (11,081) | | | 1,922,472 |
Stockholders’ Equity | | | | | | | | | ||||
Common stock | | | — | | | 26 | | | (26)[i] | | | — |
Additional paid-in capital | | | 30,141 | | | 24,435 | | | (24,435)[i] | | | 30,141 |
Treasury stock | | | — | | | (666) | | | 666[i] | | | — |
Additional paid in capital (from Finward for Royal Financial acquisition) | | | | | | | 53,286[j] | | | 53,286 | ||
Preferred stock | | | — | | | — | | | — | | | — |
Accumulated other comprehensive income | | | 8,209 | | | 800 | | | (800)[i] | | | 8,209 |
Retained earnings | | | 117,219 | | | 23,519 | | | (23,519)[i] | | | 98,163 |
Deduction to retained earnings – paid to acquiree shareholders | | | | | | | (19,056)[b] | | | |||
Stockholders’ equity | | | 155,569 | | | 48,114 | | | (13,884) | | | 189,799 |
Total liabilities and stockholders’ equity | | | $1,603,513 | | | $533,723 | | | $(24,965) | | | $2,112,271 |
[a] | Royal Financial pre-acquisition date deal cost. |
[b] | Cash consideration for purchase of Royal Financial. |
[c] | Sale of Royal Financial investment portfolio. |
[d] | Redemption of note payable and $5 million of Federal Home Loan Bank advances. |
[e] | Credit and interest rate mark on Royal Financial portfolio. |
[f] | Computed goodwill on the transaction. |
[g] | Estimated core deposit intangible less Royal Financial’s outstanding CDI. |
[h] | Fair value mark on fixed assets. |
[i] | Stockholders’ equity elimination for Royal Financial. |
[j] | Dividend from Peoples Bank to Finward. |
[k] | To record dererred tax asset as a result of pro forma adjustments resulting from tick mark [g], [h], [l], and [m]. |
[l] | Write-off of Royal Financial’s allowance for loan loss. |
[m] | Estimated certificate of deposit premium. |
[n] | Closeout of Royal Financial goodwill. |
| | Finward Historical | | | Royal Financial Historical | | | Pro Forma Adjustments | | | Pro Forma Combined | |
Interest Income | | | | | | | | | ||||
Loans and leases | | | $44,867 | | | $16,909 | | | $654[1][2] | | | $62,430 |
Securities | | | 6,512 | | | 842 | | | — | | | 7,354 |
Other interest earning assets | | | 242 | | | 110 | | | — | | | 352 |
Total interest income | | | 51,621 | | | 17,861 | | | 654 | | | 70,136 |
Interest Expense | | | | | | | | | ||||
Deposit interest | | | 5,321 | | | 2,720 | | | (502)[4] | | | 7,539 |
Repurchase agreements | | | 87 | | | — | | | — | | | 87 |
Other borrowed funds | | | 332 | | | 272 | | | — | | | 604 |
Total interest expense | | | 5,740 | | | 2,992 | | | (502) | | | 8,230 |
Net Interest Income | | | 45,881 | | | 14,869 | | | 1,156 | | | 61,906 |
Provision for loan losses | | | 3,687 | | | 2,321 | | | — | | | 6,008 |
Net Interest Income After Provision for Loan Losses | | | 42,194 | | | 12,548 | | | 1,156 | | | 55,898 |
Noninterest income | | | | | | | | | ||||
Fees and service charges | | | 5,161 | | | 598 | | | — | | | 5,759 |
Fiduciary activities | | | 2,138 | | | — | | | — | | | 2,138 |
Gain on securities | | | 2,348 | | | 814 | | | — | | | 3,162 |
Gain on sale of loans | | | 7,588 | | | — | | | — | | | 7,588 |
Increase in cash value of bank owned life insurance | | | 708 | | | — | | | — | | | 708 |
Gain on foreclosed real estate | | | 78 | | | — | | | — | | | 78 |
Other | | | 127 | | | 183 | | | — | | | 310 |
Total noninterest income | | | 18,148 | | | 1,595 | | | — | | | 19,743 |
| | | | | | | | |||||
Noninterest Expense | | | | | | | | | ||||
Compensation and benefits | | | 22,855 | | | 4,553 | | | — | | | 27,408 |
Occupancy and equipment | | | 4,933 | | | 2,099 | | | — | | | 7,302 |
Marketing | | | 732 | | | 112 | | | — | | | 844 |
Federal insurance premium | | | 788 | | | 217 | | | — | | | 1,005 |
Data processing | | | 2,267 | | | 925 | | | — | | | 3,192 |
Other | | | 10,061 | | | 2,376 | | | 410[3] | | | 12,847 |
Total noninterest expense | | | 41,636 | | | 10,282 | | | 410 | | | 52,328 |
Income Before Income Taxes | | | 18,706 | | | 3,861 | | | 746 | | | 23,313 |
Income tax expense | | | 2,774 | | | 1,322 | | | 157[5] | | | 4,253 |
Net Income | | | $15,932 | | | $2,539 | | | $589 | | | $19,060 |
[1] | Accretion of loan discount. |
[2] | Retirement of purchase discount amortization from prior acquisition. |
[3] | Core deposit intangible amortization. |
[4] | Amortization of certificate of deposit premium. |
[5] | To reflect tax effect of pro forma adjustments at 21%. |
| | Finward Historical | | | Royal Financial Historical | | | Pro Forma Adjustments | | | Pro Forma Combined | |
Interest Income | | | | | | | | | ||||
Loans and leases | | | $21,021 | | | $9,138 | | | $327[1] | | | $30,486 |
Securities | | | 4,105 | | | 332 | | | — | | | 4,437 |
Other interest earning assets | | | 36 | | | 21 | | | — | | | 57 |
Total interest income | | | 25,162 | | | 9,491 | | | 327 | | | 34,980 |
Interest Expense | | | | | | | | | ||||
Deposit interest | | | 1,200 | | | 837 | | | (251)[3] | | | 1,786 |
Repurchase agreements | | | 22 | | | — | | | — | | | 22 |
Other borrowed funds | | | 22 | | | 108 | | | — | | | 130 |
Total interest expense | | | 1,244 | | | 945 | | | (251) | | | 1,938 |
Net Interest Income | | | 23,918 | | | 8,546 | | | 578 | | | 33,042 |
Provision (credit) for loan losses | | | 1,154 | | | (60) | | | — | | | 1,094 |
Net Interest Income After Provision for Loan Losses | | | 22,764 | | | 8,606 | | | 578 | | | 31,948 |
Noninterest income | | | | | | | | | ||||
Fees and service charges | | | 2,537 | | | 325 | | | — | | | 2,862 |
Fiduciary activities | | | 1,183 | | | — | | | — | | | 1,183 |
Gain on securities | | | 686 | | | — | | | — | | | 686 |
Gain on sale of loans | | | 3,165 | | | — | | | — | | | 3,165 |
Increase in cash value of bank owned life insurance | | | 357 | | | — | | | — | | | 357 |
Gain on foreclosed real estate | | | 27 | | | — | | | — | | | 27 |
Gain on sale of premises and equipment | | | — | | | 8 | | | — | | | 8 |
Other | | | 38 | | | 93 | | | — | | | 131 |
Total noninterest income | | | 7,993 | | | 426 | | | — | | | 8,419 |
Noninterest Expense | | | | | | | | | ||||
Compensation and benefits | | | 11,582 | | | 2,496 | | | — | | | 14,078 |
Occupancy and equipment | | | 2,696 | | | 1,109 | | | — | | | 3,805 |
Marketing | | | 1,125 | | | 73 | | | — | | | 1,198 |
Federal insurance premium | | | 394 | | | 156 | | | — | | | 550 |
Data processing | | | 384 | | | 484 | | | — | | | 868 |
Other | | | 5,322 | | | 954 | | | 205[2] | | | 6,481 |
Total noninterest expense | | | 21,503 | | | 5,272 | | | 205 | | | 26,980 |
Income Before Income Taxes | | | 9,254 | | | 3,760 | | | 373 | | | 13,387 |
Income tax expense | | | 1,140 | | | 672 | | | 78[4] | | | 1,890 |
Net Income | | | $8,114 | | | $3,088 | | | $295 | | | $11,497 |
[1] | Accretion of loan discount. |
[2] | Core deposit intangible amortization. |
[3] | Amortization of certificate of deposit premium. |
[4] | To reflect tax effect of proforma adjustments at 21%. |
Purchase price of Royal Financial: | | | | | ||
Royal Financial shares outstanding | | | 2,567,573 | | | |
% of shares exchanged | | | 65% | | | |
Shares exchanged | | | 1,668,922 | | | |
Exchange ratio | | | 0.4609 | | | |
Shares of Finward stock issued | | | 769,206 | | | |
Finward stock price | | | $44.50 | | | |
Purchase price - stock | | | $34,230 | | | $34,230 |
Royal Financial shares outstanding | | | 2,567,573 | | | |
% of shares paid in cash | | | 35% | | | |
Shares paid in cash | | | 898,651 | | | |
Cash consideration per share | | | $20.14 | | | |
Purchase price - cash | | | $18,099 | | | $18,099 |
Purchase price - stock and cash | | | | | $52,329 | |
Cash consideration per share | | | $20.14 | | | |
Less: weighted average strike price | | | $11.69 | | | |
Net cash per option | | | $8.45 | | | |
Royal Financial options outstanding | | | 113,200 | | | |
Aggregate cash to option holders | | | $957 | | | $957 |
Total purchase price | | | | | $53,286 | |
Allocated to: | | | | | ||
Historical book value of Royal Financial's assets and liabilities | | | $48,114.00 | | | |
Royal Financial's estimated transaction expenses, net of tax | | | (4,076.00) | | | |
Cash out of stock options tax benefit | | | 239.00 | | | |
Close out of Royal Financial goodwill | | | (1,755.00) | | | |
Close out of Royal Financial core deposit intangible, net of tax benefit | | | (404.00) | | | |
Adjusted book value of Royal Financial's assets and liabilities | | | $42,118.00 | | | $42,118.00 |
Adjustments to record assets and liabilities: | | | | | ||
at fair value: | | | | | ||
Loans, fair value mark | | | $(6,174) | | | |
Fixed asset, fair value mark | | | (1,963) | | | |
Allowance for loan losses write-off | | | 3,858 | | | |
Core deposit intangible | | | 2,460 | | | |
Certificate of deposit premium | | | (919) | | | |
Deferred tax assets | | | 455 | | | |
Deferred tax liabilities | | | 230 | | | |
Total allocation | | | $(2,053.00) | | | $(2,053.00) |
Computed goodwill | | | | | $13,221.00 |
A. | Fixed cash component of purchase price of $20.14 per share and Royal Financials’ and Finward’s combined estimated transaction expenses. |
B. | Fair value adjustment on loans of $6.2 million, of which $3.4 million is estimated to be accretable to interest income over a four year period and the elimination of Royal Financials’ $3.9 million allowance for loan losses. |
C. | Estimate of goodwill that will be recognized as part of the purchase accounting transaction. See the purchase price allocation in Note 3 for calculation. |
D. | Estimate of core deposit intangible asset that will be recognized as part of the business combination. It is projected that this intangible asset will be amortized on a straight-line basis over a 6-year period. |
E. | Estimate of certificate of deposit premium liability that will be recognized as part of the business combination. It is projected that this intangible liability will be amortized on a straight-line basis over a 2-year period. |
F. | Elimination of Royal Financials’ stockholders’ equity and the issuance of Finward shares in the merger. The fair value of Finward common stock was based on the May 10, 2021 closing price of $44.50 per share. |
G. | Accretion estimate for interest income on loans for the year ended December 31, 2020 and for the six months ended June 30, 2021. |
H. | Amortization estimate of core deposit intangible for the year ended December 31, 2020 and for the six months ended June 30, 2021. |
I. | Estimate of taxes for pro forma purposes at a rate of 21% for the year ended December 31, 2020 and for the six months ended June 30, 2021. |
• | To approve the Merger Agreement by and between Finward and Royal Financial, pursuant to which Royal Financial will merge with and into Finward. Simultaneously with the merger, Royal Savings Bank, the wholly-owned Illinois state chartered savings bank subsidiary of Royal Financial, will merge with and into Peoples Bank, the wholly-owned Indiana state chartered commercial bank subsidiary of Finward; |
• | To approve the issuance of up to 803,120 shares of Finward common stock to be issued in connection with the merger of Royal Financial and Finward under the Merger Agreement; |
• | To approve a proposal to adjourn the Finward Special Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes present at the meeting in person or by proxy to approve the Merger Agreement proposal; and |
• | To transact such other business as may properly come before the Finward Special Meeting or any adjournment of the Finward Special Meeting. |
• | “FOR” the approval of the Merger Agreement proposal; |
• | “FOR” the proposal to approve the issuance of the Finward common stock; and |
• | “FOR” any proposal of the Finward board of directors to adjourn the meeting, if necessary. |
• | The approval of the Merger Agreement (Proposal No. 1) requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Finward common stock; |
• | The approval of the issuance of the Finward common stock in the merger (Proposal No. 2) requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Finward common stock; and |
• | The vote on the proposal to adjourn the meeting (Proposal No. 3) requires that more votes be cast in favor of the proposal than against the proposal. |
• | delivering to Finward’s Corporate Secretary at Finward’s corporate office at 9204 Columbia Avenue, Munster, Indiana 46321, on or before the date of the Finward Special Meeting, a later-dated and signed proxy card or a written revocation of the proxy; |
• | delivering to Finward at the Finward Special Meeting prior to the taking of the vote a later-dated and signed proxy card or a written revocation (if you submitted your proxy by Internet or by telephone, you can change your vote by voting over the Internet or by telephone); |
• | attending the Finward Special Meeting and voting virtually online; or |
• | if you have instructed a broker to vote your shares, following the directions received from your broker to change those instructions. |
Name | | | Position | | | Shares Beneficially Owned(1) | | | Percent of Class(2) |
DIRECTORS AND EXECUTIVE OFFICERS: | | | | | | | |||
David A. Bochnowski | | | Executive Chairman | | | 361,902(3) | | | 10.4% |
Benjamin J. Bochnowski | | | President and Chief Executive Officer; Director | | | 22,907(4) | | | * |
Robert T. Lowry | | | Executive Vice President, Chief Operating Officer | | | 24,999(5) | | | * |
Name | | | Position | | | Shares Beneficially Owned(1) | | | Percent of Class(2) |
Peymon S. Torabi(6) | | | Executive Vice President, Chief Financial Officer and Treasurer | | | 7,845(7) | | | * |
Todd M. Scheub | | | Executive Vice President, Chief Banking Officer | | | 17,077(8) | | | * |
Leane E. Cerven | | | Executive Vice President, Chief Risk Officer, General Counsel and Corporate Secretary | | | 16,257(9) | | | * |
Donald P. Fesko | | | Director | | | 3,324(10) | | | * |
Edward J. Furticella | | | Director | | | 64,115(11) | | | 1.8% |
Danette Garza | | | Director | | | 5,875(12) | | | * |
Joel Gorelick | | | Director | | | 52,093(13) | | | 1.5% |
Amy W. Han | | | Director | | | 5,799(14) | | | * |
Robert E. Johnson, III | | | Director | | | 1,805(15) | | | * |
Kenneth V. Krupinski | | | Director | | | 11,518(16) | | | * |
Anthony M. Puntillo | | | Director | | | 4,237(17) | | | * |
James L. Wieser | | | Director | | | 6,874(18) | | | * |
All executive officers and directors as a group (16 persons) | | | | | 621,644(19) | | | 17.9% |
* | Indicates less than 1% of the total number of outstanding shares of Finward’s common stock. |
(1) | Amounts reported include shares of common stock held directly, as well as shares held in retirement accounts, by certain members of the named individuals’ families or held by trusts of which the named individual is a trustee or substantial beneficiary. Inclusion of shares shall not constitute an admission of beneficial ownership or voting or investment power over included shares. |
(2) | For each individual or group disclosed in the table above, the figures in this column are based on 3,479,139 shares of Finward common stock issued and outstanding as of October 22, 2021, which is the most recent practicable date, plus the number of shares of Finward common stock each such individual or group has the right to acquire on or within 60 days after October 22, 2021, computed in accordance with Rule 13d-3(d)(1) under the Exchange Act. |
(3) | Includes 237,628 shares held jointly with Mr. Bochnowski’s spouse, 24,990 shares as to which Mr. Bochnowski’s spouse has voting and dispositive power, and 17,600 shares that are owned by his children for which his spouse is custodian or trustee. Also includes 8,729 shares held as co-trustee of funds for the benefit of Mr. Bochnowski’s children, 60,807 shares purchased by Mr. Bochnowski under Finward’s Employees’ Savings and Profit Sharing Plan (the “Profit Sharing Plan”), 8,530 shares held in Mr. Bochnowski’s individual retirement account as to which Mr. Bochnowski has dispositive and voting power, and 3,176 shares of restricted stock over which Mr. Bochnowski has voting but not dispositive power. |
(4) | Includes 4,054 shares of restricted stock over which Mr. Bochnowski has voting but not dispositive power, 1,666 shares purchased by Mr. Bochnowski under the Profit Sharing Plan as to which Mr. Bochnowski has voting and dispositive power, and 897 shares held in Mr. Bochnowski’s individual retirement account as to which Mr. Bochnowski has dispositive and voting power. |
(5) | Includes 6,105 shares held jointly with Mr. Lowry’s spouse, 2,254 shares held in his individual retirement account for which he has dispositive and voting power, and 687 shares owned by Mr. Lowry’s spouse in an individual retirement account. Also includes 2,536 shares of restricted stock over which Mr. Lowry has voting but not dispositive power, and 13,318 shares purchased by Mr. Lowry under the Profit Sharing Plan as to which Mr. Lowry has dispositive and voting power. |
(6) | Mr. Torabi was appointed as the Executive Vice President, Chief Financial Officer and Treasurer of the Bancorp effective January 1, 2021. Mr. Torabi was not an NEO for 2020, but he is disclosed in the table above because he will be an NEO for 2021, as determined pursuant to Regulation S-K Item 402. |
(7) | Includes 1,048 shares held jointly with Mr. Torabi’s spouse, 1,422 shares of restricted stock over which Mr. Torabi has voting but not dispositive power, and 5,375 shares purchased by Mr. Torabi under the Profit Sharing Plan. |
(8) | Includes 4,434 shares held jointly with Mr. Scheub’s spouse, 2,558 shares of restricted stock over which Mr. Scheub has voting but not dispositive power, and 10,085 shares purchased by Mr. Scheub under the Profit Sharing Plan as to which Mr. Scheub has dispositive and voting power. |
(9) | Includes 5,630 shares owned jointly with Ms. Cerven’s spouse, 2,408 shares of restricted stock over which Ms. Cerven has voting but not dispositive power, 7,285 shares owned by Ms. Cerven’s spouse in an individual retirement account, 134 shares purchased by Ms. Cerven under the Profit Sharing Plan as to which Ms. Cerven has dipositive and voting power, and 800 shares owned by Ms. Cerven in an individual retirement account. |
(10) | Includes 2,818 shares held jointly with Dr. Fesko’s spouse, and 506 shares of restricted stock over which Dr. Fesko has voting but not dispositive power. |
(11) | Includes 37,437 shares held jointly with Mr. Furticella’s spouse, 25,326 shares held in Mr. Furticella’s individual retirement account, 664 shares held by Mr. Furticella’s spouse in her individual retirement account, and 688 shares of restricted stock over which Mr. Furticella has voting but not dispositive power. |
(12) | Includes 600 shares held in Ms. Garza’s individual retirement account and 496 shares of restricted stock over which Ms. Garza has voting but not dispositive power, 4,750 shares solely owned, and 29 shares purchased through Finward’s Dividend Reinvestment Plan. |
(13) | Includes 698 shares of restricted stock over which Mr. Gorelick has voting but not dispositive power, 48,558 shares held in Mr. Gorelick’s individual retirement account, 917 shares held by Mr. Gorelick’s spouse in her individual retirement account, and 1,460 shares owned as custodian for Mr. Gorelick’s children. |
(14) | Includes 4,945 shares held jointly with Dr. Han’s spouse and 697 shares of restricted stock over which Dr. Han has voting but not dispositive power, and 7 shares purchased through Finward’s Dividend Reinvestment Plan. |
(15) | Includes 471 shares of restricted stock over which Mr. Johnson has voting but not dispositive power, 1,330 shares solely owned, and 4 shares purchased through Finward’s Dividend Reinvestment Plan. |
(16) | Includes 9,787 shares held jointly with Mr. Krupinski’s spouse, 1,000 shares held in Mr. Krupinski’s 401(k) for which Mr. Krupinski has voting and dispositive power, and 731 shares of restricted stock over which Mr. Krupinski has voting but not dispositive power. |
(17) | Includes 708 shares of restricted stock over which Dr. Puntillo has voting but not dispositive power, and 1 share purchased through Finward’s Dividend Reinvestment Plan. |
(18) | Includes 6,158 shares held jointly with Mr. Wieser’s spouse, and 716 shares of restricted stock over which Mr. Wieser has voting but not dispositive power. |
(19) | Includes 99,206 shares held under the Profit Sharing Plan and 24,029 shares of restricted stock granted under Finward’s 2015 Stock Option and Incentive Plan. |
• | To approve and adopt the Merger Agreement by and between Finward and Royal Financial, pursuant to which Royal Financial will merge with and into Finward. Simultaneously with the merger, Royal Bank, the wholly-owned Illinois state chartered savings bank subsidiary of Royal Financial, will merge with and into Peoples Bank, the wholly-owned Indiana state chartered commercial bank subsidiary of Finward; |
• | To elect two Class II Directors to serve three-year terms expiring at the earlier of Royal Financial’s 2024 annual meeting of stockholders or the consummation of the merger with Finward; |
• | To ratify the appointment of Crowe as Royal Financial’s independent auditor for the fiscal year ending June 30, 2022; |
• | To approve a proposal to adjourn the Royal Financial Annual Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes present at the annual meeting in person or by proxy to approve any of the above items; and |
• | To transact such other business as may properly come before the Royal Financial Annual Meeting or any adjournment of the meeting. |
• | “FOR” the approval and adoption of the Merger Agreement and the merger; |
• | “FOR” the election of the director nominees named in this document; |
• | “FOR” the ratification of Crowe as Royal Financial’s auditor for the fiscal year ending June 30, 2022; and |
• | “FOR” any proposal of the Royal Financial board of directors to adjourn the meeting, if necessary. |
• | delivering to Attn: Leonard Szwajkowski, Royal Financial’s President and Chief Executive Officer, at Royal Financial’s corporate office at 9226 South Commercial Avenue, Chicago, Illinois 60617, on or before the date of the annual meeting, a later-dated and signed proxy card or a written revocation of the proxy; |
• | delivering to Royal Financial at the annual meeting prior to the taking of the vote a later-dated and signed proxy card or a written revocation; |
• | attending the annual meeting and voting in person; or |
• | if you have instructed a broker to vote your shares, following the directions received from your broker to change those instructions. |
Name of Beneficial Owner (Directors) | | | Shares Beneficially Owned | | | Unvested Restricted Stock(1) | | | Exercisable Options(2) | | | Total Amount of Beneficial Ownership(3) | | | Total Percentage Ownership(4) |
John T. Dempsey | | | 27,272(5) | | | 1,310 | | | 12,000 | | | 40,582 | | | 1.58% |
James A. Fitch, Jr. | | | 30,223 | | | 2,540 | | | 22,900 | | | 55,663 | | | 2.17% |
Roger L. Hupe | | | 7,030 | | | 1,310 | | | 12,000 | | | 20,340 | | | 0.79% |
C. Michael McLaren | | | 16,445 | | | 1,310 | | | 12,000 | | | 29,755 | | | 1.16% |
Leonard Szwajkowski | | | 67,570 | | | 2,930 | | | — | | | 70,500 | | | 2.75% |
Philip J. Timyan | | | 248,939 | | | 1,310 | | | 12,000 | | | 262,249 | | | 10.21% |
Robert W. Youman | | | 42,090 | | | 1,310 | | | 3,000 | | | 46,400 | | | 1.81% |
Non-Director Executive Officers | | | | | | | | | | | |||||
Toni Gonzalez | | | 5,405 | | | 1,400 | | | — | | | 6,805 | | | 0.27% |
Andrew Morua | | | 25,455 | | | 1,150 | | | — | | | 26,605 | | | 1.04% |
Richard Nichols | | | 6,460 | | | 1,330 | | | — | | | 7,790 | | | 0.30% |
Colleen Thomiszer | | | 4,460 | | | 1,300 | | | — | | | 5,760 | | | 0.22% |
Other | | | | | | | | | | | |||||
Royal Charitable Foundation, Inc. | | | 22,300 | | | — | | | — | | | 22,300 | | | 0.87% |
Total Directors, Executive Officers and Royal Charitable Foundation, Inc. (11 persons and foundation) | | | 503,649 | | | 17,200 | | | 73,900 | | | 594,749 | | | 23.16% |
(1) | Represents shares of outstanding Royal Financial common stock that are subject to forfeiture until they vest pursuant to the terms of the related restricted stock award agreement. Restricted stock award agreements totaling 26,400, 8,800, and 7,000 were granted on December 15, 2018, August 21, 2019, and July 13, 2020, respectively. Any unvested awards will vest at the closing of the merger transaction. |
(2) | Stock options were granted during fiscal 2019 to Royal Financial’s directors and executive officers. The amounts in the table represent shares of common stock subject to options granted by Royal Financial that were unexercised as of October 22, 2021. |
(3) | Beneficial ownership is determined in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act. |
(4) | Based on the number of shares of Royal Financial common stock outstanding of 2,567,573 as of October 22, 2021. |
(5) | Includes 10,700 shares held by a private investment group of which Mr. Dempsey is a voting member and 200 shares held by a family member. |
• | its knowledge of Royal Financial’s business, operations, financial condition, asset quality, earnings, loan portfolio, capital, and prospects both as an independent organization, and as a part of a combined company with Finward; |
• | its understanding of Finward’s business, operations, regulatory and financial condition, asset quality, earnings, capital, and prospects taking into account senior management’s due diligence review of Finward and information furnished by Boenning; |
• | based on the closing price of Finward’s common stock on July 27, 2021, the closing price of Royal Financial’s common stock on July 27, 2021 and Royal Financial’s June 30, 2021 balance sheet, the aggregate merger consideration was priced at a 4.1% premium to the Royal Financial closing price, 113.8% of tangible common book value at June 30, 2021 and 10.1x last twelve months earnings at June 30, 2021; |
• | its belief that the merger will result in a stronger banking franchise with a diversified revenue stream, strong capital ratios, a well-balanced loan portfolio, and an attractive funding base that has the potential to deliver a higher value to Royal Financial’s stockholders as compared to continuing to operate as a stand-alone entity; |
• | the expanded possibilities, including organic growth and future acquisitions, that would be available to the combined company, given its larger size, asset base, capital, market capitalization, and footprint; |
• | the anticipated pro forma impact of the merger on Finward, including potential synergies, and the expected impact on financial metrics such as earnings and tangible common equity per share, as well as on regulatory capital levels; |
• | the financial analyses of Boenning and its written opinion, dated as of July 28, 2021, delivered to the Royal Financial board of directors to the effect that, as of that date, and subject to and based on the various assumptions, considerations, qualifications, and limitations set forth in the opinion, the merger consideration was fair, from a financial point of view, to the holders of Royal Financial common stock; |
• | the cash component of the merger consideration offers Royal Financial stockholders the opportunity to realize cash for the value of their shares with immediate certainty of value; |
• | the stock component of the merger consideration offers Royal Financial stockholders the opportunity to participate as stockholders of Finward in the future performance of the combined company; |
• | the historical performance of each of Royal Financial’s common stock and Finward’s common stock and the dividends paid for each (based on Finward’s indicated annual dividend at the time, Royal Financial’s stockholders would see an increase from zero to an indicated level of $0.57); |
• | the fact that upon completion of the merger Royal Financial’s stockholders will own approximately 18.1% of the outstanding shares of the combined company; |
• | the benefits to Royal Financial and its customers of operating as a larger organization, including enhancements in products and services, higher lending limits, and greater financial resources; |
• | the increasing importance of operational scale and financial resources in maintaining efficiency and remaining competitive over the long term and in being able to capitalize on technological developments that significantly impact industry competitive conditions; |
• | the expected social and economic impact of the merger on the constituencies served by Royal Financial, including its borrowers, customers, depositors, employees, and communities; |
• | the effects of the merger on other Royal Financial employees, including the prospects for continued employment in a larger organization and various benefits agreed to be provided to Royal Financial employees; |
• | the board’s understanding of the current and prospective environment in which Royal Financial and Finward operate, including national and local economic conditions, the continuing COVID-19 pandemic, the interest rate environment, increasing operating costs resulting from regulatory initiatives and compliance mandates, and the competitive effects of the continuing consolidation in the banking industry; |
• | the ability of Finward to complete the merger from a financial and regulatory perspective; |
• | the board’s understanding that the merger will qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code, providing favorable tax consequences to Royal Financial’s stockholders in the merger; and |
• | the board’s review with its independent legal advisor, Howard & Howard, of the material terms of the Merger Agreement, including the board’s ability, under certain circumstances, to withhold, withdraw, qualify, or modify its recommendation to Royal Financial’s stockholders and to consider an alternative unsolicited acquisition proposal, if any, subject to the potential payment by Royal Financial of a termination fee to Finward, which the board of directors concluded was reasonable in the context of termination fees in comparable transactions and in light of the overall terms of the Merger Agreement, as well as the nature of the covenants, representations and warranties, and termination provisions in the Merger Agreement. |
• | the risk that the consideration to be paid to Royal Financial stockholders could be adversely affected by a decrease in the trading price of Finward common stock during the pendency of the merger; |
• | the potential risk of diverting management attention and resources from the operation of Royal Financial’s business and towards the completion of the merger; |
• | the restrictions on the conduct of Royal Financial’s business prior to the completion of the merger, which are customary for public company merger agreements involving financial institutions, but which, subject to specific exceptions, could delay or prevent Royal Financial from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of Royal Financial absent the pending merger; |
• | the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating Royal Financial’s business, operations, and workforce with those of Finward; |
• | the fact that the interests of certain of Royal Financial’s directors and executive officers may be different from, or in addition to, the interests of Royal Financial’s other stockholders as described under the heading “Interests of Certain Directors and Officers of Royal Financial in the Merger” beginning on page [109]; |
• | that, while Royal Financial expects that the merger will be completed, there can be no assurance that all conditions to the parties’ obligations to complete the merger will be satisfied, including the risk that necessary regulatory approvals or the Royal Financial stockholder approval might not be obtained and, as a result, the merger may not be completed; |
• | the risk of potential employee attrition and/or adverse effects on business and customer relationships as a result of the pending merger; |
• | the fact that: (i) Royal Financial would be prohibited from affirmatively soliciting acquisition proposals after execution of the Merger Agreement; and (ii) Royal Financial would be obligated to pay to Finward a termination fee if the Merger Agreement is terminated under certain circumstances, which may discourage other parties potentially interested in a strategic transaction with Royal Financial from pursuing such a transaction; and |
• | the possibility of litigation challenging the merger, and its belief that any such litigation would be without merit. |
• | The overall strategic, cultural, and financial fit as a result of the merger between Finward and Royal Financial; |
• | the business, earnings, operations, financial condition, management, prospects, capital levels, and asset quality of both Finward and Royal Financial, taking into account the results of Finward’s due diligence review of Royal Financial, including Finward’s assessments of Royal Financial’s credit policies, asset quality, adequacy of loan loss reserves, interest rate risk, and litigation; |
• | the overall greater scale that will be achieved by the merger that will better position the combined company for future growth; |
• | its belief that Finward and Royal Financial have similar cultures and similar community-oriented philosophies, and the complementary nature of the strengths of the management personnel of each company; |
• | the belief of Finward’s management that the merger will result in pre-tax annual cost savings of approximately 42.1% of Royal Financial’s non-interest expense base with 75% realized in 2022 and 100% in 2023 and thereafter; |
• | the belief of Finward that the merger will produce earnings enhancement opportunities from additional sources of non-interest income; |
• | the estimation by Finward’s management that the merger will result in an immediate dilution to tangible book value of 6.1% upon closing, and after-tax earnings per share accretion of 21.4% in 2022 (excluding one-time deal related charges) and 26.4% in 2023; |
• | the likelihood of a successful integration of Royal Financial’s business, operations, and workforce with those of Finward and of successful operation of the combined company, and the belief that customer disruption in the transition phase would not be significant due to the complementary nature of the markets served by Finward and Royal Financial; |
• | the historical and current market prices of Finward’s common stock; |
• | the fact that Royal Financial’s stockholders would own approximately 18.1% of the diluted share ownership of the combined company; |
• | the financial and other terms and conditions of the Merger Agreement, including the fact that the exchange ratio and the per share amount of the cash merger consideration are both fixed, provisions designed to limit the ability of the Royal Financial’s board of directors to entertain third party acquisition proposals, a provision giving Royal Financial the right to terminate the Merger Agreement in the event of a specified decline in the market value of Finward’s common stock relative to a designated market index unless Finward agrees to pay additional merger consideration, and provisions providing for payment by Royal Financial to Finward of a $2,000,000 termination fee if the Merger Agreement is terminated under certain circumstances; |
• | the board’s belief that Finward will be able to finance the cash portion of the merger consideration on substantially the terms contemplated by it; |
• | the interests of Royal Financial’s directors and officers in the merger, in addition to their interests generally as stockholders, as described under “Interests of Certain Directors and Officers of Royal Financial in the Merger” beginning on page [109]; and |
• | the need to obtain Royal Financial’s stockholder approval and regulatory approvals in order to complete the transaction. |
• | reduce data processing costs; |
• | reduce staff; |
• | achieve economies of scale in advertising and marketing budgets; and |
• | reduce legal and accounting fees. |
• | the historical financial performances, current financial positions and general prospects of Royal Financial and Finward and certain internal financial analyses and forecasts prepared by the management of Royal Financial and Finward; |
• | a draft of the Merger Agreement; |
• | the stock market performance and trading history of Finward; |
• | the publicly available consolidated financial and operating data of Royal Financial and Finward; |
• | the pro forma financial impact of the merger on Royal Financial, based on assumptions relating to transaction expenses, purchase accounting adjustments, cost savings and other synergies determined and provided by senior management of Royal Financial and Finward, and relied upon by Boenning at the direction of such management and with the consent of Royal Financial; |
• | the nature and financial terms of the merger as compared with the nature and financial terms of certain other merger and business combinations in the banking industry; and |
• | discussions with members of Royal Financial’s and Finward’s senior management with respect to their respective operations, historical financial statements and future prospects. |
• | that all of the representations and warranties of all parties contained in the Merger Agreement and all related agreements and documents were true and correct, that each party under the agreements and documents would perform all of the covenants required to be performed by such party under the agreements and documents, and that the conditions precedent in the agreements and documents would not be waived; |
• | that the Merger Agreement (the final terms of which Boenning has assumed would not differ in any respect material to Boenning’s analyses from the draft version reviewed by Boenning and referred to above) represented the entire agreement between the parties, that the Merger Agreement would not be modified or amended, and that its terms would not be superseded or supplemented by other agreements or documents, with no adjustments to the merger consideration and with no other consideration or payments in respect of Royal Financial common stock; |
• | that in the course of obtaining the necessary regulatory approvals for the consummation of the merger, no conditions would be imposed that would materially affect Royal Financial, Finward, the combined entity or the contemplated benefits of the merger, including the cost savings and related expenses expected to result from the merger; and |
• | that the merger would be treated as a tax-free reorganization for federal income tax purposes. |
• | the relative merits of the merger and the other business strategies that the Royal Financial board considered or may have considered; |
• | the underlying business decision of the Royal Financial board to proceed with the merger; |
• | the prices at which Royal Financial’s securities or Finward’s securities may trade at any time; or |
• | any advice or a recommendation provided by any other advisor to Royal Financial. |
• | 113.8% of Royal Financial’s June 30, 2021 tangible book value |
• | 10.1x Royal Financial’s LTM June 30, 2021 net income |
• | 2.0% core deposit premium defined as the premium paid to tangible book value divided by Royal Financial’s core deposits |
Westbury Bancorp, Inc. | | | Redwood Financial, Inc. |
Consumers Bancorp, Inc. | | | CSB Bancorp Inc. |
United Bancorp, Inc. | | | Equitable Financial Corp. |
CITBA Financial Corporation | | | First Bancshares, Inc. |
Andover Bancorp, Inc. | | | Citizens Commerce Bancshares, Inc. |
Eastern Michigan Financial Corporation | | | First Bancshares Inc. |
First Bancorp of Indiana, Inc. | | |
(in %) | | | Royal Financial Selected Companies | ||||||||||||
| Royal Financial | | | Low | | | Average | | | Median | | | High | ||
TCE / Tangible Assets | | | 8.62 | | | 7.27 | | | 8.75 | | | 8.88 | | | 9.93 |
LTM Core ROAA(1) | | | 1.06 | | | 0.74 | | | 0.99 | | | 0.98 | | | 1.16 |
LTM Core ROATCE(1) | | | 12.24 | | | 9.17 | | | 10.83 | | | 10.71 | | | 13.35 |
LTM Efficiency Ratio | | | 57.1 | | | 57.3 | | | 64.3 | | | 62.1 | | | 74.9 |
Loans / Deposits | | | 99.6 | | | 50.5 | | | 72.7 | | | 74.0 | | | 93.3 |
NPAs / Assets | | | 0.44 | | | 0.11 | | | 0.47 | | | 0.28 | | | 1.56 |
(1) | Core income excludes extraordinary items, nonrecurring revenues/expenses, gain/loss on sale of securities and amortization of intangibles. |
(in % unless otherwise noted) | | | Royal Financial Selected Companies | ||||||||||||
| Royal Financial | | | Low | | | Average | | | Median | | | High | ||
Dividend Yield | | | 0.00 | | | 0.00 | | | 2.02 | | | 2.16 | | | 4.46 |
Price / Tangible Book Value | | | 107.4 | | | 55.2 | | | 96.9 | | | 94.6 | | | 136.0 |
Price / LTM EPS (x) | | | 9.2 | | | 4.3 | | | 9.5 | | | 9.2 | | | 16.1 |
(in % unless otherwise noted) | | | Royal Financial Selected Companies | |||||||||
| Royal Financial | | | 10th Percentile | | | Median | | | 90th Percentile | ||
Price / Tangible Book Value | | | 113.8 | | | 108.4 | | | 121.6 | | | 150.6 |
Price / LTM EPS (x) | | | 10.1 | | | 8.9 | | | 11.8 | | | 15.2 |
Core Deposit Premium | | | 2.0 | | | 0.8 | | | 2.0 | | | 5.9 |
1. | 12 selected Illinois bank and thrift transactions (which we refer to as the “Illinois group”), announced since June 30, 2018, with target assets of $100 million – $1.5 billion and disclosed pricing, excluding mergers of equals; |
2. | 10 selected bank and thrift transactions announced since COVID-19 was declared a pandemic (March 11, 2020) with targets headquartered in the Midwest, assets of $125 million – $1.5 billion, NPAs / assets of less than 3% and disclosed pricing, excluding mergers of equals (which we refer to as the “Midwest group”); and |
3. | 11 selected bank and thrift transactions announced since January 1, 2020 with target assets of $200 million – $1.0 billion, buyer assets of less than 5.0x target assets, TCE / TA of less than 15%, LTM ROAE of less than 12% and disclosed pricing, excluding mergers of equals (which we refer to as the “Nationwide group”). |
Buyer Name | | | Target Name | | | Announcement Date |
First Busey Corporation | | | Cummins-American Corp. | | | 1/19/21 |
First Waterloo Bancshares, Inc. | | | Best Hometown Bancorp, Inc. | | | 10/9/19 |
RBB Bancorp | | | PGB Holdings, Inc. | | | 9/6/19 |
Heartland Financial USA, Inc. | | | Rockford Bank and Trust Company | | | 8/13/19 |
Wintrust Financial Corporation | | | SBC, Incorporated | | | 7/25/19 |
Associated Banc-Corp | | | First Staunton Bancshares, Inc. | | | 7/25/19 |
Wintrust Financial Corporation | | | STC Bancshares Corp. | | | 6/5/19 |
Wintrust Financial Corporation | | | Rush-Oak Corporation | | | 2/20/19 |
First Midwest Bancorp, Inc. | | | Bridgeview Bancorp, Inc. | | | 12/6/18 |
Blackhawk Bancorp, Inc. | | | First McHenry Corporation | | | 10/18/18 |
Byline Bancorp, Inc. | | | Oak Park River Forest Bankshares, Inc. | | | 10/17/18 |
NorthWest Indiana Bancorp | | | AJS Bancorp, Inc. | | | 7/31/18 |
Buyer Name | | | Target Name | | | Announcement Date |
Farmers National Banc Corp. | | | Cortland Bancorp | | | 6/23/21 |
HBT Financial, Inc. | | | NXT Bancorporation, Inc. | | | 6/7/21 |
Equity Bancshares, Inc. | | | American State Bancshares, Inc. | | | 5/17/21 |
Farmers & Merchants Bancorp, Inc. | | | Perpetual Federal Savings Bank | | | 5/4/21 |
Stock Yards Bancorp, Inc. | | | Kentucky Bancshares, Inc. | | | 1/27/21 |
First Busey Corporation | | | Cummins-American Corp. | | | 1/19/21 |
PSB Holdings, Inc. | | | Waukesha Bankshares, Inc. | | | 12/16/20 |
OakStar Bancshares, Inc. | | | First Bancshares, Inc. | | | 11/20/20 |
First Mid Bancshares, Inc. | | | LINCO Bancshares, Inc. | | | 9/28/20 |
Summit Financial Group, Inc. | | | WinFirst Financial Corporation | | | 9/28/20 |
Buyer Name | | | Target Name | | | Announcement Date |
Southern California Bancorp | | | Bank of Santa Clarita | | | 4/27/21 |
Bank of Marin Bancorp | | | American River Bankshares | | | 4/19/21 |
Shore Bancshares, Inc. | | | Severn Bancorp, Inc. | | | 3/3/21 |
Fidelity D & D Bancorp, Inc. | | | Landmark Bancorp, Inc. | | | 2/26/21 |
First National Corporation | | | Bank of Fincastle | | | 2/18/21 |
People's Bank of Commerce | | | Willamette Community Bank | | | 11/5/20 |
Hanover Bancorp Inc. | | | Savoy Bank | | | 8/27/20 |
BV Financial, Inc. (MHC) | | | Delmarva Bancshares, Inc. | | | 6/18/20 |
Pinnacle Bankshares Corporation | | | Virginia Bank Bankshares, Incorporated | | | 1/21/20 |
Norwood Financial Corp. | | | UpState New York Bancorp, Inc. | | | 1/9/20 |
First Illinois Bancorp, Inc. | | | Rockwood Bancshares, Inc. | | | 1/8/20 |
• | Price per share of common stock to tangible book value per share of common stock of the acquired company; |
• | Price per share of common stock to LTM core earnings (excludes extraordinary items, nonrecurring revenues/expenses, gain/loss on sale of securities and amortization of intangibles); |
• | Core deposit premium; |
(in % unless otherwise noted) | | | Royal Financial | | | Royal Financial Selected Companies | ||||||
| 10th Percentile | | | Median | | | 90th Percentile | |||||
Deal Value / Tangible Book Value | | | 113.8 | | | 110.6 | | | 137.7 | | | 163.3 |
Deal Value / LTM EPS (x) | | | 10.1 | | | 10.6 | | | 14.8 | | | 25.0 |
Core Deposit Premium | | | 2.0 | | | 1.4 | | | 5.0 | | | 9.3 |
(in % unless otherwise noted) | | | Royal Financial Selected Companies | |||||||||
| Royal Financial | | | 10th Percentile | | | Median | | | 90th Percentile | ||
Deal Value / Tangible Book Value | | | 113.8 | | | 111.1 | | | 125.9 | | | 159.4 |
Deal Value / LTM EPS (x) | | | 10.1 | | | 11.8 | | | 16.3 | | | 21.5 |
Core Deposit Premium | | | 2.0 | | | 1.4 | | | 4.0 | | | 12.9 |
(in % unless otherwise noted) | | | Royal Financial Selected Companies | |||||||||
| Royal Financial | | | 10th Percentile | | | Median | | | 90th Percentile | ||
Deal Value / Tangible Book Value | | | 113.8 | | | 96.2 | | | 121.6 | | | 175.5 |
Deal Value / LTM EPS (x) | | | 10.1 | | | 12.3 | | | 17.3 | | | 30.4 |
Core Deposit Premium | | | 2.0 | | | -0.5 | | | 3.0 | | | 16.5 |
(i) | reviewed certain publicly available financial statements and reports regarding Finward and Royal Financial; |
(ii) | reviewed certain audited financial statements and management reports regarding Finward and Royal Financial; |
(iii) | reviewed certain internal financial statements and other financial and operating data concerning Finward and Royal Financial prepared by management of Finward and Royal Financial, respectively; |
(iv) | reviewed, on a pro forma basis, in reliance upon financial projections and other information and assumptions concerning Finward provided by the management team of Finward, the effect of the Transaction on the balance sheet, capitalization ratios, earnings and book value both in the aggregate and, where applicable, on a per share basis of Finward; |
(v) | reviewed the reported prices and trading activity for the common stock of Finward and Royal Financial; |
(vi) | compared the financial performance of Finward and Royal Financial with that of certain other publicly-traded companies and their securities that Stephens deemed relevant to its analysis of the Transaction; |
(vii) | reviewed the financial terms, to the extent publicly available, of certain merger or acquisition transactions that Stephens deemed relevant to its analysis of the merger; |
(viii) | reviewed the then most recent draft of the merger agreement and related documents provided to Stephens by Finward; |
(ix) | discussed with management of Finward and Royal Financial the operations of and future business prospects for Finward and Royal Financial and the anticipated financial consequences of the merger to Finward and Royal Financial; |
(x) | assisted in deliberations regarding the material terms of the merger and negotiations with Royal Financial; and |
(xi) | performed such other analyses and provided such other services as Stephens deemed appropriate. |
(i) | the merger will be completed substantially in accordance with the terms set forth in the Merger Agreement, without material waiver or modification; |
(ii) | the representations and warranties of each party in the Merger Agreement and in all related documents and instruments referred to in the Merger Agreement are true and correct; |
(iii) | each party to the Merger Agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents; |
(iv) | all conditions to the completion of the merger will be satisfied without any waivers; |
(v) | there has been no material change in the assets, liabilities, financial condition, results of operations, business or prospects of Finward or Royal Financial since either the date of the last financial statements made available to Stephens and the date of the Merger Agreement, and that no legal, political, economic, regulatory or other development has occurred that will adversely impact Finward or Royal Financial; |
(vi) | all required governmental, regulatory, shareholder and third party approvals have been or will be received in a timely manner and without any conditions or requirements that would have a material adverse effect on the contemplated benefits of the merger to Finward; and |
(vii) | the merger will be accounted for as a purchase transaction under generally accepted accounting principles. |
Transaction Value / Tangible Book Value: | | | 1.14x |
Transaction Value / Last Twelve Months (“LTM”) Earnings: | | | 10.1x |
Core Deposit Premium: | | | 2.0% |
| | Royal Financial | | | 25th Percentile | | | Median | | | 75th Percentile | |
LTM Core Return on Average Assets | | | 1.06% | | | 0.76% | | | 1.04% | | | 1.40% |
LTM Core Return on Average Tangible Common Equity | | | 12.2% | | | 9.3% | | | 11.4% | | | 12.7% |
Tangible Common Equity (excl. PPP)(1) / Tangible Assets | | | 8.8% | | | 8.1% | | | 10.1% | | | 10.7% |
Non-Performing Assets (excl. PPP)(1)(2) / Assets | | | 0.37% | | | 0.59% | | | 0.25% | | | 0.09% |
Loan Loss Reserves / Loans (excl. PPP)(1) | | | 0.84% | | | 1.16% | | | 1.44% | | | 1.89% |
Price / Tangible Book Value | | | 1.11x | | | 0.92x | | | 1.10x | | | 1.25x |
Price / LTM Earnings Per Share | | | 9.9x | | | 8.2x | | | 9.3x | | | 13.5x |
(1) | Paycheck Protection Program loans. |
(2) | Non-performing assets excludes restructured loans. |
Buyer | | | Seller |
Farmers National Banc Corp. | | | Cortland Bancorp |
Equity Bancshares Inc. | | | American State Bancshares Inc. |
Farmers & Merchants Bancorp | | | Perpetual Federal Savings Bank |
First Illinois Bancorp Inc. | | | Rockwood Bancshares Inc. |
Central Bancompany Inc. | | | Platte County Bancshares Inc. |
Keweenaw Financial Corporation | | | North Star Financial Holdings Inc. |
FB Financial Corp. | | | FNB Financial Corp. |
Farmers National Banc Corp. | | | Maple Leaf Financial Inc. |
First Midwest Bancorp Inc. | | | Bankmanagers Corp. |
Level One Bancorp Inc. | | | Ann Arbor Bancorp Inc. |
Wintrust Financial Corp. | | | SBC Inc. |
Associated Banc-Corp | | | First Staunton Bancshares Inc. |
Nicolet Bankshares Inc. | | | Choice Bancorp Inc. |
Wintrust Financial Corp. | | | STB Bancshares Corp. |
| | Royal Financial | | | 25th Percentile | | | Median | | | 75th Percentile | |
Target Total Assets ($ millions) | | | $533 | | | $278 | | | $416 | | | $602 |
Target Tangible Common Equity / Tangible Assets | | | 8.6% | | | 10.3% | | | 11.3% | | | 13.9% |
Target LTM Return On Average Assets | | | 1.01% | | | 0.78% | | | 1.17% | | | 1.23% |
Target Non-Performing Assets / Assets | | | 0.44% | | | 1.06% | | | 0.52% | | | 0.35% |
Transaction Value / Tangible Book Value | | | 1.14x | | | 1.27x | | | 1.49x | | | 1.69x |
Transaction Value / LTM Earnings | | | 10.1x | | | 13.2x | | | 15.4x | | | 21.2x |
Core Deposit Premium | | | 2.0% | | | 6.6% | | | 7.6% | | | 13.3% |
Buyer | | | Seller |
Southern California Bancorp | | | Bank of Santa Clarita |
Colony Bankcorp, Inc. | | | SouthCrest Financial Group, Inc. |
SmartFinancial, Inc. | | | Sevier County Bancshares, Inc. |
Seascoast Banking Corporation of Florida | | | Legacy Bank of Florida |
Fidelity D&D Bancorp, Inc. | | | Landmark Bancorp, Inc. |
LINKBANCORP Inc. | | | GNB Financial Services, Inc. |
BancorpSouth Bank | | | National United BancShares, Inc. |
Hanover Bancorp, Inc. | | | Savoy Bank |
Broadway Financial Corporation | | | CFBanc Corporation |
BV Financial, Inc. | | | Delmarva Bancshares, Inc. |
Norwood Financial Corp. | | | UpState New York Bancorp, Inc. |
| | Royal Financial | | | 25th Percentile | | | Median | | | 75th Percentile | |
Target Total Assets ($ millions) | | | $533 | | | $400 | | | $436 | | | $565 |
Target Tangible Common Equity / Tangible Assets | | | 8.6% | | | 8.4% | | | 10.0% | | | 10.4% |
Target LTM Return On Average Assets | | | 1.01% | | | 0.71% | | | 1.06% | | | 1.12% |
Target Non-Performing Assets / Assets | | | 0.44% | | | 0.97% | | | 0.79% | | | 0.38% |
Transaction Value / Tangible Book Value | | | 1.14x | | | 1.23x | | | 1.31x | | | 1.53x |
Transaction Value / LTM Earnings | | | 10.1x | | | 15.3x | | | 17.1x | | | 17.7x |
Core Deposit Premium | | | 2.0% | | | 2.9% | | | 4.8% | | | 11.5% |
($000’s, except as noted) | | | For the Year Ended | ||||||
| | Jun-22 | | | Jun-23 | | | Jun-24 | |
Total Assets | | | $535,667 | | | $542,054 | | | $548,424 |
Tangible Common Equity | | | $51,903 | | | $58,374 | | | $65,123 |
Common Shares Outstanding | | | 2,567,573 | | | 2,567,573 | | | 2,567,573 |
| | | | | | ||||
Net income | | | $5,938 | | | $6,327 | | | $6,606 |
Earnings Per Share | | | $2.31 | | | $2.46 | | | $2.57 |
Common Dividends Per Share | | | $0.00 | | | $0.00 | | | $0.00 |
($000’s, except as noted) | | | For Year Ended | ||||||
| | Dec-21 | | | Dec-22 | | | Dec-23 | |
Total Assets | | | $1,523,120 | | | $1,552,387 | | | $1,584,469 |
Tangible Common Equity | | | $149,994 | | | $164,271 | | | $178,893 |
Common Shares Outstanding | | | 3,478,921 | | | 3,478,921 | | | 3,478,921 |
| | | | | | ||||
Net income | | | $15,610 | | | $17,588 | | | $17,953 |
Earnings Per Share | | | $4.50 | | | $5.07 | | | $5.17 |
Common Dividends Per Share | | | $1.24 | | | $1.24 | | | $1.24 |
• | Decrease in Royal Financial Adjusted Consolidated Stockholders’ Equity. If, as of the end of the month prior to the effective time of the merger, the Royal Financial Adjusted Consolidated Stockholders’ Equity (as defined below) is less than $48,114,000 but greater than $46,614,000 (the “Equity Shortfall”), then Finward will waiver the condition to closing described below under “– Conditions to the Merger” on page [93] relating to the Royal Financial Adjusted Consolidated |
• | Anti-Dilution Adjustments. If prior to the effective time of the merger, Finward changes the number of shares of Finward common stock outstanding by way of a stock split, stock dividend, or similar transaction, or if Finward establishes a record date for such a change, the exchange ratio will be adjusted accordingly so that the holders of Royal Financial common stock receiving the stock consideration in the merger receive at the effective time, in the aggregate, the number of shares of Finward common stock representing the same percentage of the outstanding shares of Finward common stock that such stockholder would have received if such change had not occurred. |
• | Decrease in Market Price of Finward Common Stock. Royal Financial may terminate the Merger Agreement if, at any time during the five-business day period commencing on the date that is the 15th business day prior to the scheduled closing date of the merger (the “determination date”), only if both of the following conditions are satisfied: |
○ | the volume-weighted average of the daily closing price of Finward common stock as reported on the OTC Pink Marketplace for the fifteen consecutive trading days immediately preceding the determination date (the “Finward Market Value”) is less than $34.42; and |
○ | the percentage decrease in the stock price of Finward from $34.42 is more than 20% greater than the percentage decrease in the SNL Small Cap U.S. Bank and Thrift Index during the same period. |
• | a Royal Financial stockholder making a cash election or no election will receive the cash consideration for such holder’s Royal Financial shares; and |
• | a Royal Financial stockholder making a stock election will receive: |
○ | the stock consideration for a number of shares of Royal Financial common stock equal to the product obtained by multiplying (i) the number of Royal Financial shares for which the stockholder has made a stock election, by (ii) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number; and |
○ | the cash consideration for the remaining Royal Financial shares for which the stockholder made a stock election. |
• | a Royal Financial stockholder making a stock election will receive the stock consideration for each Royal Financial share as to which such holder made a stock election; |
• | a Royal Financial stockholder making a cash election will receive the cash consideration for each Royal Financial share as to which such holder made a cash election; and |
• | a Royal Financial stockholder who made no election will receive: |
○ | the stock consideration with respect to the number of Royal Financial shares equal to the product obtained by multiplying (i) the number of non-election shares held by the Royal Financial stockholder, by (ii) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of non-election shares; and |
○ | the cash consideration with respect to the remaining non-election shares held by the stockholder. |
• | a Royal Financial stockholder making a stock election will receive the stock consideration for each Royal Financial share as to which such holder made a stock election; |
• | a Royal Financial stockholder who made no election will receive the stock consideration for each share of Royal Financial common stock held; and |
• | a Royal Financial stockholder making a cash election will receive: |
○ | the stock consideration with respect to the number of Royal Financial shares equal to the product obtained by multiplying (i) the number of Royal Financial shares with respect to which the stockholder made a cash election, by (ii) a fraction, the numerator of which is equal to the amount by which the Shortfall Number exceeds the number of non-election shares and the denominator of which is equal to the total number of cash election shares; and |
○ | the cash consideration with respect to the remaining Royal Financial shares held by the stockholder as to which such holder made a cash election. |
• | the corporate organization and existence of each party; |
• | the authority of each party to enter into the Merger Agreement, perform its obligations under the Merger Agreement, and make it valid and binding; |
• | the fact that the Merger Agreement does not conflict with or violate: |
○ | the articles or certificate of incorporation and bylaws of each party; |
○ | applicable law; and |
○ | agreements, instruments, or obligations of each party; |
• | the capitalization of Royal Financial and Finward; |
• | each party’s compliance with applicable law; |
• | the accuracy of statements made and materials provided by each party; |
• | the absence of undisclosed obligations or liabilities; |
• | financial statements and reports; |
• | the adequacy of each party’s reserves, including loan loss reserves; |
• | the filing and accuracy of tax returns; |
• | litigation and pending proceedings; |
• | each party’s deposit insurance; |
• | each party’s Community Reinvestment Act exam rating; |
• | no reason for any denials or delays in regulatory approvals; |
• | compliance with bank secrecy and anti-money laundering laws and regulations; |
• | internal controls; |
• | absence of certain events occurring since June 30, 2021; |
• | information technology; |
• | employee benefit plans; and |
• | agreements with regulatory agencies. |
• | organizational documents; |
• | material contracts; |
• | the status of its loans and investments and the provisions for loan losses; |
• | indebtedness; |
• | labor and employment matters, including compliance with applicable labor and employment laws; |
• | obligations to employees; |
• | insider transactions; |
• | indemnification agreements; |
• | books and records; |
• | title to its assets; |
• | intellectual property; |
• | no antitakeover provisions or shareholder rights plans; |
• | insurance; |
• | broker’s, finder’s, and other fees; |
• | fiduciary accounts; |
• | stockholder approval requirements; |
• | receipt of a fairness opinion from Royal Financial’s financial advisor; and |
• | the inapplicability of antitakeover provisions under applicable law. |
• | Securities and Exchange Commission filings; |
• | Finward’s financial capability to pay the aggregate cash consideration under the Merger Agreement; and |
• | Peoples Bank’s status as “well-capitalized” under the FDIC’s capital maintenance regulations. |
• | conduct its business diligently, substantially in the manner as it is presently being conducted, and in the ordinary course of business; |
• | use commercially reasonable efforts to preserve its business organization intact in all material respects, keep available the services of the present officers and employees, and preserve its present relationships with customers and persons with whom it has business dealings; |
• | use reasonable best efforts to maintain all of the properties and assets that it owns or utilizes in the operation of its business as currently conducted in good operating condition and repair, reasonable wear and tear excepted; |
• | maintain its books, records, and accounts in the usual, regular, and ordinary manner, on a basis consistent with prior years and in compliance in all material respects with all statutes, laws, rules, and regulations applicable to them and to the conduct of its business; and |
• | not knowingly do or fail to do anything that will cause a material breach of, or default in, any material contract, agreement, commitment, obligation, understanding, arrangement, lease, or license to which it is a party or by which it is or may be subject or bound. |
• | make any changes in the capitalization or the number of issued and outstanding shares of Royal Financial or Royal Bank (other than pursuant to the exercise of any stock options that were outstanding as of the date of the Merger Agreement and exercised prior to the Election Deadline), or redeem any of its outstanding shares of common stock or other securities (other than the withholding of shares to satisfy tax obligations in connection with the vesting of restricted stock or the exercise of options); |
• | authorize a class of stock or issue or grant any warrant, option, right, or other agreement relating to its stock or any convertible securities, or authorize the issuance of securities (other than pursuant to the exercise of any stock options outstanding as of the date of the Merger Agreement and exercised prior to the Election Deadline); |
• | distribute or pay any dividends on its shares of common stock, or authorize a stock split, or make any other distribution to its stockholders; provided that, Royal Bank may pay cash dividends to Royal Financial in the ordinary course of business for payment of reasonable and necessary business and operating expenses of Royal Financial and expenses of the merger; provided further that, at Finward’s request and except as prohibited by law or by any bank regulatory agency, Royal Bank may pay |
• | purchase or otherwise acquire any investment security for their own account that exceeds $2,000,000 individually, other than U.S. Treasury or other governmental obligations or asset-backed securities issued or guaranteed by U.S. governmental or other agencies, in either case having an average remaining life of three years or less; |
• | except as already committed in writing, cancel, release, or compromise any indebtedness in excess of $50,000 owing; |
• | amend the certificate of incorporation or bylaws of Royal Financial or the similar organizational documents of any of its subsidiaries; |
• | make, renew, or otherwise modify any loan or commitment to lend money, or issue any letter of credit to any person if the loan is an existing credit on the books of Royal Financial or Royal Bank and classified as “Other Loans Especially Mentioned,” “Substandard,” “Doubtful,” or “Loss” in an amount in excess of $250,000; or, except for binding commitments in effect as of the date of the Merger Agreement, make, purchase, renew, modify, or amend or extend the maturity of: |
(1) | any commercial loan in excess of $2,000,000 or any new commercial loan which, after giving effect to such proposed loan, would result in total exposure to the proposed borrower exceeding $5,000,000 in the aggregate (provided that Royal Bank may renew, modify, amend, or extend the maturity of existing performing commercial loans (which are not classified or non-accrual) with existing principal balances of $2,000,000 or less); |
(2) | any one-to-four family residential mortgage loan with a loan to value in excess of 80% (unless private mortgage insurance is obtained) or any one- to-four family residential mortgage loan in excess of $548,250; |
(3) | any consumer loan in excess of $100,000; |
(4) | any home equity loan or line of credit in excess of $150,000; |
(5) | any loan participation; or |
(6) | any agreement to purchase mortgage loans from any third party originator, except as permitted by the Merger Agreement; |
• | except as contemplated by the Merger Agreement, waive, release, grant, or transfer any material rights of value, or enter into, amend, or terminate (other than at its stated expiration date) any contract, agreement, lease, commitment, understanding, arrangement, or transaction, or incur any liability or obligation requiring payments by Royal Financial or any of its subsidiaries that exceed $50,000, whether individually or in the aggregate or that contain any financial commitment extending after July 28, 2022; |
• | pay, discharge, settle, or compromise any litigation, claim, action, arbitration, or other proceeding against Royal Financial or Royal Bank unless such payment, discharge, settlement, or compromise does not require Royal Financial or Royal Bank to pay in excess of $50,000 and would not impose any material restriction on the business of Royal Financial or Royal Bank, and create precedent for claims that are reasonably likely to be material to them; |
• | open or close any branch or ATM, or make an application for the foregoing, except as may be contemplated by any application filed with any bank regulatory authority in connection with the merger; |
• | except as already committed in writing as of the date of the Merger Agreement, make any capital expenditures in excess of $25,000 individually or $150,000 in the aggregate; |
• | except for normal annual compensation increases not to exceed 3.5% granted to employees who otherwise have not been provided a compensation increase since July 28, 2020, and except as |
• | knowingly take or fail to take any action that would or would be likely to prevent, impede, or delay the merger from qualifying as a tax-free reorganization as defined by Section 368(a) of the Code. |
• | in the case of both Royal Financial and Finward, to submit the Merger Agreement (and additionally, in the case of Finward, the issuance of shares of Finward common stock in the merger) to their respective stockholders at meetings to be called and held as soon as reasonably practicable after the date of the Merger Agreement and the effectiveness of the Registration Statement; |
• | in the case of Royal Financial, to proceed expeditiously, cooperate fully, and use reasonable best efforts to assist Finward in procuring all consents, authorizations, approvals, registrations and certificates, in completing all filings and applications and in satisfying all other requirements prescribed by law that are necessary for consummation of the merger, and to ensure that any materials or information provided by Royal Financial to Finward for use by Finward in any filing with any state or federal regulatory agency or authority will not contain any untrue or misleading statement of material fact or will omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not false or misleading; |
• | in the case of Royal Financial, to use commercially reasonable efforts to obtain any required third party consents to agreements, contracts, commitments, leases, instruments and documents; |
• | in the case of Royal Financial and its subsidiaries, to maintain insurance on its assets, properties, and operations, fidelity coverage and directors’ and officers’ liability insurance in such amounts and with regard to such liabilities and hazards as were insured by Royal Financial or any of it as of the date of the Merger Agreement; |
• | in the case of Royal Financial, (i) to continue to accrue reserves for employee benefits and merger related expenses, and (ii) to consult and cooperate in good faith with Finward on conforming the loan and accounting policies and practices of Royal Financial to those policies and practices of Finward for financial accounting and/or income tax reporting purposes, and determining the amount and timing for recognizing Royal Financial’s expenses of the merger, but in no event earlier than the fifth day before the closing of the merger and only after Finward acknowledges that all conditions to its obligation to consummate the merger have been satisfied; |
• | in the case of Royal Financial, to cease and cause to be terminated any existing solicitations, discussions, or negotiations with other parties that have made or intend to make an acquisition proposal, except as permitted by the Merger Agreement; |
• | in the case of Royal Financial and Finward, to use reasonable efforts to develop a joint communications plan with respect to the Merger Agreement and to ensure that all press releases and other public statements with respect to the Merger Agreement are consistent with the joint communications plan; |
• | in the case of Royal Financial and Finward, to supplement, amend, and update the disclosure schedules to the Merger Agreement as necessary; |
• | in the case of Royal Financial and Finward, to give the other party’s representatives and agents, including investment bankers, attorneys, or accountants, upon reasonable notice, reasonable access during normal business hours throughout the period prior to the effective time of the merger to the other party’s properties, facilities, operations, books, and records (with exceptions for minutes which would result in a waiver of the attorney-client privilege); |
• | in the case of Royal Financial, to deliver updated financial statements; |
• | in the case of Royal Financial, if requested by Finward, to cooperate with an environmental consulting firm designated by Finward in the conduct by such firm of a phase I environmental investigation on all real property (except single family, non-agricultural residential property of one acre or less) owned or leased by Royal Financial or Royal Bank as of the date of the Merger Agreement, and any real property acquired or leased by Royal Financial or Royal Bank after the date of the Merger Agreement, to the extent not prohibited by any applicable lease; |
• | in the case of Royal Financial, to deliver any reports, notices, or proxy statements sent to any governmental authority, and any orders issued by any governmental authority, to Finward when available; |
• | in the case of Royal Financial, to not knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in the Merger Agreement being or becoming untrue in any material respect, (ii) any of the conditions to the merger not being satisfied in any material respect, (iii) a material violation of any provision of the Merger Agreement, or (iv) a material delay in the consummation of the merger; |
• | in the case of Royal Financial, not to create any employment contract, agreement, or understanding with or employment rights for any of the officers or employees of Royal Financial or Royal Bank or prohibit or restrict Finward from changing, amending, or terminating any employee benefits provided to its employees from time to time; |
• | in the case of Royal Financial, to take all actions necessary to terminate, as of the effective time of the merger, all of Royal Financial’s and its subsidiaries’ fully insured welfare benefit and Code Section 125 “cafeteria plans” and group insurance policies, unless otherwise instructed by Finward; |
• | in the case of Royal Financial, no less than five business days prior to the closing date of the merger, to terminate and discharge all indebtedness of Royal Financial under the Amended and Restated Loan Agreement, as amended, dated as of November 1, 2017 between Royal Financial, as borrower, and CIBC Bank USA, as lender (the “CIBC Line of Credit”), pursuant to one or more executed pay-off letters, together with appropriate executed lien release documentation, in forms reasonably acceptable to Finward; |
• | in the case of Royal Financial, to take such actions as necessary to terminate the Royal Financial 401(k) Plan as soon as practicable following the execution of the Merger Agreement; |
• | in the case of Royal Financial and Royal Bank, to cooperate with Finward to prepare to effectuate the merger of Royal Bank with and into Peoples Bank, and to reconstitute the directors and officers of Royal Bank and, if requested by Finward, to amend the articles of incorporation and bylaws of Royal Bank; |
• | in the case of Royal Financial, to commence immediately after the date of the Merger Agreement with transfers of information, processes, systems, and data to Finward, and prior to the closing and after the receipt of the bank regulatory approvals to cooperate with the installation and conversion of equipment; |
• | in the case of Royal Financial, to pay out all amounts payable pursuant to the employment agreements between Royal Financial and Royal Bank, on the one hand, and each of Leonard S. Szwajkowski, Andrew Morua, Richard Nichols, Toni Gonzalez, and Colleen Thomiszer, on the other hand, provided that each employment agreement will be amended with the written consent of the employee who is a party to the agreement, prior to the effective time of the merger, to provide that no payment will be made under the employment agreement or under any other arrangement that would constitute an “excess parachute payment” under Section 280G of the Code, and to the extent any payment would constitute an “excess parachute payment” a reduction of the payment so that the payment would no |
• | in the case of Finward, at least 30 days prior to the effective time of the merger, Finward or Peoples Bank will make offers of employment, in Finward’s sole discretion, to current Royal Financial executive officers Andrew Morua and Richard Nichols, each on an “at-will” employment basis, pursuant to terms of employment offered by Finward to each such officer, with the employment of each such employee to become effective as of the effective time of the merger, subject to the satisfaction of Finward’s customary pre-employment requirements applicable to similarly situated employee candidates; |
• | in the case of Finward, to file all applications and notices to obtain the necessary regulatory approvals for the transactions contemplated by the Merger Agreement as promptly as practicable after the date of the Merger Agreement, and in no event later than 45 days after the execution of the Merger Agreement (provided that each party has timely provided all information requested in writing by the other party or its counsel); |
• | in the case of Finward, if Finward’s common stock becomes listed on the NASDAQ Stock Market prior to the effective time of the merger, then Finward will use its reasonable best efforts to cause the shares of Finward common stock to be issued in the merger to be approved for listing on the NASDAQ Capital Market prior to the effective time; |
• | in the case of Royal Financial and Finward, to prepare this joint proxy statement and, in the case of Finward, file a registration statement with the SEC covering the shares of Finward common stock to be issued to Royal Financial stockholders pursuant to the Merger Agreement as soon as practicable following the date of the Merger Agreement; |
• | in the case of Finward, to make available to the employees of Royal Financial and Royal Bank which Finward intends to retain after the effective time, substantially the same employee benefits as are generally available to Finward employees, and to provide credit for prior service with Royal Financial and Royal Bank for purposes of eligibility and vesting under Finward’s employee benefit plans, and for all purposes under any welfare plan, severance plan, and similar arrangements maintained by Finward or any subsidiary; |
• | in the case of Finward, to provide severance benefits to certain employees of Royal Financial and Royal Bank who Finward elects to retain after the effective time of the merger and who have a qualifying termination event (as defined in the Merger Agreement) within 12 months after the effective time (subject to the execution and delivery of a release agreement); |
• | in the case of Finward, to pay retention bonuses to select employees of Royal Financial and Royal Bank who Finward electes to retain after the effective time of the merger, upon such employees reaching certain milestones, and in the amounts agreed upon by Finward and Royal Financial, provided that the aggregate cost of the retention bonuses shall not exceed $225,000; |
• | in the case of Finward, maintain a directors’ and officers’ liability insurance policy for six years after the effective time of the merger to cover the present officers and directors of Royal Financial and Royal Bank with respect to claims against such directors and officers arising from facts or events that occurred before the effective time, and continue for six years after the effective time the indemnification and exculpation rights of the present and former officers and directors of Royal Financial and Royal Bank against all losses, expenses, claims, damages, or liabilities arising out of or pertaining to matters existing or occurring on or prior to the effective time to the same extent then permitted under Delaware law or the articles of incorporation or bylaws of Royal Financial or Royal Bank; except that Finward is not required to pay annual premiums in excess of 200% of the annual premium for the current annual term of the existing policy currently maintained by Royal Financial; |
• | in the case of Finward, will authorize and reserve the maximum number of shares of Finward common stock to be issued pursuant to the Merger Agreement; |
• | in the case of Finward, will take all steps, as may be necessary or appropriate, to cause the transactions contemplated by the provisions of the Merger Agreement related to the manner and basis of exchange of Royal Financial’s common stock, and any other dispositions of equity securities of Royal Financial or acquisitions of securities of Finward in connection with the consummation of the merger, to be exempt under Rule 16b-3(d) under the Exchange Act; and |
• | in the case of Finward, to increase the size of Finward’s and Peoples Bank’s boards of directors and add Robert W. Youman as a director of each (with respect to his service on the Finward board, for a term expiring at Finward’s 2022 annual meeting of stockholders). |
• | solicit, initiate, or knowingly encourage or facilitate any inquiries, offers, or proposals to acquire Royal Financial; or |
• | initiate, participate in, or knowingly encourage any discussions or negotiations or otherwise knowingly cooperate regarding an offer or proposal to acquire Royal Financial. |
• | Royal Financial’s board of directors (after consultation with its financial advisor and outside legal counsel) determines in good faith that such proposal constitutes or is reasonably likely to lead to a proposal that is superior to Royal Financial’s stockholders from a financial point of view than the merger, and the failure to consider such proposal would reasonably likely result in a breach of the fiduciary duties of Royal Financial’s board of directors; and |
• | Royal Financial provides any information to Finward that it intends to provide to such third party, and only after having entered into a confidentiality agreement with such third party that contains provisions at least as restrictive to such third party as the provisions are to Finward in the confidentiality agreement between Royal Financial and Finward that has been executed in connection with the merger. |
• | Royal Financial’s board of directors determines in good faith (after consulting with its financial advisors and outside legal counsel) that the failure to do so would reasonably likely result in a breach of its fiduciary duties to Royal Financial’s stockholders under applicable law; and |
• | Royal Finanial’s board of directors has provided prior written notice to Finward that it is prepared to change or withhold its recommendation to Royal Financial’s stockholders in response to a superior proposal, and provides Finward with the most current version of any proposed written agreement or letter of intent relating to the superior proposal, and Finward fails, within seven business days after |
• | The Merger Agreement must receive the requisite approval of both Finward’s and Royal Financial’s stockholders. |
• | Each of (i) the representations and warranties of Royal Financial regarding its organization and authority, corporate power and authority, conflicts with its organizational documents, capitalization, financial statements and reports, certain interim events related to Royal Financial, and certain amendments to Royal Financial’s or Royal Bank’s organizational documents (in each case, as qualified by the matters disclosed in Royal Financial’s disclosure schedules to the Merger Agreement) shall be true, accurate, and correct (other than de minimis inaccuracies relating to certain provisions of Royal Financial’s capitalization representations) at the effective time of the merger; (ii) the representations and warranties of Royal Financial regarding conflicts with applicable law and the inapplicability of antitakeover provisions (in each case, as qualified by the matters disclosed in Royal Financial’s disclosure schedules) shall be true, accurate, and correct in all material respects as of the effective time of the merger; and (iii) the other representations and warranties of Royal Financial (without giving effect to any materiality or material adverse effect qualifications, but in each case, as qualified by the matters disclosed in Royal Financial’s disclosure schedules) shall be true, accurate, and correct in all respects as of the date of the Merger Agreement and as of the effective time of the merger, provided that, for purposes of this clause (iii), such representations and warranties will be deemed true and correct unless the failures of such representations and warranties to be true and correct, either individually or in the aggregate, without giving effect to any materiality or material adverse effect qualifications set forth in such representation and warranty, has had or would reasonably be expected to have a material adverse effect on Royal Financial. |
• | Each of (i) the representations and warranties of Finward regarding its organization and authority, corporate power and authority, conflicts with its organizational documents, common stock capitalization, and Finward’s interim events (in each case, as qualified by the matters disclosed in Finward’s disclosure schedules to the Merger Agreement) shall be true, accurate, and correct (other than de minimis inaccuracies relating to Finward’s common stock capitalization representation) at the effective time of the merger; (ii) the representations and warranties of Finward regarding conflicts with applicable law and financial statements and reports (in each case, as qualified by the matters disclosed in Finward’s disclosure schedules) shall be true, accurate, and correct in all material respects as of the effective time of the merger; and (iii) the other representations and warranties of Finward (without giving effect to any materiality or material adverse effect qualifications, but in each case, as qualified by the matters disclosed in Finward’s disclosure schedules) shall be true, accurate, and correct in all respects as of the date of the Merger Agreement and as of the effective time of the merger, provided that, for purposes of this clause (iii), such representations and warranties will be deemed true and correct unless the failures of such representations and warranties to be true and correct, either individually or in the aggregate, without giving effect to any materiality or material adverse effect qualifications set forth in such representation and warranty, has had or would reasonably be expected to have a material adverse effect on Finward. |
• | Royal Financial and Finward must have performed, in all material respects, all of their covenants and agreements as required by the Merger Agreement at or prior to the effective time of the merger. |
• | Finward must have registered with the SEC the shares of Finward common stock to be issued to Royal Financial’s stockholders in the merger, and all state securities and blue sky approvals, authorizations, and exemptions required to offer and sell such shares must have been received, the registration statement of which this joint proxy statement/prospectus is a part, must have been declared effective by the SEC, and no stop order suspending the effectiveness of the registration statement will have been issued or threatened. |
• | All regulatory approvals required to consummate the transactions contemplated by the Merger Agreement must have been obtained and remain in full force and effect, all statutory waiting periods applicable to those approvals must have expired, and none of those approvals must contain any conditions, restrictions, or requirements that Finward’s board of directors reasonably determines in good faith would either (i) have a material adverse effect on Finward, or (ii) reduce the benefits of the merger to such a degree that Finward would not have entered into the Merger Agreement had such conditions, restrictions, or requirements been known as of the date of the Merger Agreement. |
• | The boards of directors of Finward and Royal Financial must have received an opinion from their respective legal counsel, dated as of the closing date of the merger, that the merger will qualify as a tax free “reorganization” within the meaning of Section 368(a) and related sections of the Code. |
• | None of Finward, Royal Financial, Royal Bank, or any of Finward’s subsidiaries must be subject to any statute, rule, regulation, injunction, order, or decree which prohibits, prevents, or makes illegal the completion of the merger, and no material claim, litigation, or proceeding that has or would reasonably be expected to have a material adverse effect on either Royal Financial or Finward, as the case may be, shall have been initiated relating to the Merger Agreement or the merger. |
• | Each of Finward and Royal Financial must have received from the other at the closing of the merger all the items, documents, consents, and other closing deliveries, in form and content reasonably satisfactory to the recipient, required by the Merger Agreement. |
• | If Finward’s common stock becomes listed on the NASDAQ prior to the effective time of the merger, the shares of Finward common stock to be issued in the merger shall have been approved for listing on the NASDAQ Capital Market. |
• | The total number of Royal Financial’s dissenting shares shall be no greater than 7.5% of the number of shares of Royal Financial common stock outstanding as of the date of the Merger Agreement. |
• | Finward must have received a letter of tax advice, in a form satisfactory to Finward, from Royal Financial’s outside, independent certified public accountants to the effect that any amounts that are paid by Royal Financial or Royal Bank before the effective time of the merger, or required under Royal Financial’s benefits plans or the employment agreements it maintains with its officers, or under the Merger Agreement, to be paid at or after the effective time, to persons who are “disqualified individuals’ under Section 280G of the Code with respect to Royal Financial, Royal Bank, or their successors, and that otherwise should be allowable as deductions for federal income tax purposes, should not be disallowed as deductions for such purposes by reason of Section 280 G of the Code. |
• | Royal Financial shall have settled certain disputed litigation and tax matters with third parties. |
• | Each of Leonard S. Szwajkowski, Andrew Morua, Richard Nichols, Toni Gonzalez, and Colleen Thomiszer shall have executed and delivered to Finward a mutual termination of employment agreement with respect to their employment agreements with Royal Financial and Royal Bank. |
• | Royal Financial shall have obtained all required third party consents under material contracts or agreements. |
• | Royal Bank shall have provided notice of termination to FiServ Solutions, Inc. (“FiServ”) under that certain Master Agreement dated September 1, 2011, as amended, between Royal Bank and FiServ, relating to Royal Bank’s data processing functions. |
• | As of the end of the month prior to the effective time of the merger, Royal Financial’s Adjusted Consolidated Stockholders’ Equity, as defined in the Merger Agreement, shall not be less than $48,114,000, subject to the waiver and merger consideration adjustment provisions as described above under “– Merger Consideration – Decrease in Royal Financial’s Adjusted Consolidated Stockholders’ Equity” beginning on page [79] above. |
• | The CIBC Line of Credit shall have been terminated and all indebtedness thereunder shall have been paid-off and discharged, and all liens, security interests, pledges, and other encumbrances on the assets of Royal Financial and Royal Bank under the line of credit, including but not limited to the pledge of shares of capital stock of Royal Bank thereunder, shall have been released. |
• | changes in banking and similar laws of general applicability to banks or their holding companies or interpretations of such laws by courts or governmental authorities; |
• | changes in laws, but only to the extent that the effects of such change are not disproportionately adverse to the financial condition, results of operations, or business of such party, as compared to other banking institutions with assets of less than $10 billion whose primary market area is located in the same primary market area within which such party operates; |
• | changes in U.S. generally accepted accounting principles or regulatory accounting requirements applicable to banks and their holding companies generally; |
• | effects on Royal Financial of any action or omission taken with the prior written consent of Finward or at the direction of Finward; |
• | changes resulting from professional expenses (such as legal, accounting, consulting, and investment bankers’ fees); |
• | the announcement of the Merger Agreement and the transactions contemplated by the Merger Agreement, and the effect of compliance with the Merger Agreement on the business, financial condition, or results of operations of Royal Financial and its subsidiaries or Finward and its subsidiaries; |
• | changes in general economic, legal, regulatory, social, or political conditions (including the outbreak or escalation of hostilities, war, acts of war, acts of terrorism, sabotage, natural disasters, public health emergencies, or other force majeure events, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack within the U.S. or any of its territories, possessions, offices, or military installations), or any national or global epidemic, pandemic, or disease outbreak (including COVID-19), or the material worsening of such conditions threatened or existing as of the date of the Merger Agreement, unless it uniquely affects either or both of the parties or their subsidiaries, on a consolidated basis; and |
• | changes in general economic or capital market conditions affecting banks and their holding companies generally, including changes in interest rates and currency exchange rates. |
• | Royal Financial’s stockholders do not approve the Merger Agreement at the Royal Financial Annual Meeting, or Finward’s stockholders do not approve the Merger Agreement and the shares issuance proposal at the Finward Special Meeting; |
• | any governmental authority has issued an order, decree, judgment, or injunction that permanently restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the merger, and such order has become final and non-appealable, or if any consent or approval of a governmental authority whose consent or approval is required to consummate the merger has been denied, or any application, filing, or notice for a regulatory approval has been withdrawn at the request or recommendation of the applicable governmental authority; provided that, the right to terminate the Merger Agreement under these provisions will not be available to a party whose failure to fulfill any of its obligations under the Merger Agreement has been the cause of any event described in this paragraph; |
• | the merger has not been consummated by March 31, 2022 (provided the terminating party did not cause the failure of the merger to be consummated by that date); or |
• | the respective boards of directors of Finward and Royal Financial mutually agree to terminate the Merger Agreement. |
• | any event has occurred that is not capable of being cured prior to March 31, 2022 and would result in a condition to Finward’s obligations to consummate the merger not being satisfied (provided that, Finward is not then in material breach of any representation, warranty, covenant, or other agreement contained in the Merger Agreement); |
• | Royal Financial breaches or fails to perform any of its representations, warranties, or covenants contained in the Merger Agreement and that breach or failure to perform would give rise to the failure of a condition to the merger, and such condition is not capable of being cured by March 31, 2022, or has not been cured by Royal Financial within 20 business days after Royal Financial’s receipt of written notice of such breach from Finward (provided that, Finward is not then in material breach of any representation, warranty, covenant, or other agreement contained in the Merger Agreement); |
• | any event, change, condition, circumstance or state of facts, or aggregation of events, changes, conditions, circumstance or state of facts, that has had individually, or in the aggregate, a material adverse effect on Royal Financial, whether or not covered by insurance; |
• | Finward elects to exercise its right of termination pursuant to the Merger Agreement because of certain environmental matters (see “– Environmental Inspections” below); |
• | Royal Financial’s board of directors has failed to include its recommendation to approve the merger in the joint proxy statement/prospectus related to the Special Meeting; |
• | Royal Financial’s board of directors fails to make, has withdrawn, modified, or changed its approval or recommendation of the Merger Agreement or approved or recommended an acquisition proposal with a third party, or Royal Financial provides notice to Finward of any of the foregoing actions; |
• | Royal Financial’s board of directors approves any third party acquisition proposal or publicly recommends that Royal Financial’s stockholders accept or approve any third party acquisition proposal; |
• | Royal Financial has entered into, or publicly announced its intention to enter into, a definitive agreement, agreement in principle, or letter of intent with respect to another acquisition proposal; or |
• | a quorum could not be convened at the Royal Financial Annual Meeting or at a reconvened meeting held at any time prior to March 31, 2022. |
• | any event shall have occurred that is not capable of being cured prior to March 31, 2022 and would result in a condition to Royal Financial’s obligations to consummate the merger not being satisfied (provided that, Royal Financial is not then in material breach of any representation, warranty, covenant, or other agreement contained in the Merger Agreement); |
• | Finward breaches or fails to perform any of its representations, warranties, or covenants contained in the Merger Agreement and that breach or failure to perform would give rise to the failure of a condition to the merger, and such condition is not capable of being cured by March 31, 2022, or has not been cured by Finward within 20 business days after Finward’s receipt of written notice of such breach from Royal Financial (provided that, Royal Financial is not then in material breach of any representation, warranty, covenant, or other agreement contained in the Merger Agreement); |
• | any event, change, condition, circumstance, or state of facts, or aggregation of events, changes, conditions, circumstance, or state of facts, that has had individually, or in the aggregate, a material adverse effect on Finward, whether or not covered by insurance; |
• | a quorum could not be convened at the Finward Special Meeting or at a reconvened meeting held at any time prior to March 31, 2022; |
• | Royal Financial’s board of directors has approved any third party acquisition proposal, or Royal Financial has entered into a definitive agreement, agreement in principle, or letter of intent with respect to any third party acquisition proposal; or |
• | at any time during the five-business day period commencing on the determination date (as defined in the Merger Agreement), only if both of the following conditions are satisfied: |
○ | the volume-weighted average of the daily closing price of Finward common stock as reported on the OTC Pink Marketplace for the fifteen consecutive trading days immediately preceding the determination date (the “Finward Market Value”) is less than $34.42; and |
○ | the percentage decrease in the stock price of Finward from $34.42 is more than 20% greater than the percentage decrease in the SNL Small Cap U.S. Bank and Thrift Index during the same period. |
• | If Finward terminates the Merger Agreement because (i) Royal Financial’s board of directors fails to include its recommendation to approve the merger in the joint proxy statement/prospectus delivered to Royal Financial’s stockholders, (ii) Royal Financial’s board of directors has failed to make, has withdrawn, modified, or changed its approval or recommendation of the Merger Agreement or approved or recommended an acquisition proposal with a third party, or Royal Financial provides notice to Finward any of the foregoing actions, (iii) Royal Financial’s board of directors approves any third party acquisition proposal or publicly recommends that Royal Financial’s stockholders accept or approve any third party acquisition proposal, or (iv) Royal Financial has entered into, or publicly announced its intention to enter into, a definitive agreement, agreement in principle, or letter of intent with respect to another acquisition proposal; or |
• | If either party terminates the Merger Agreement because it is not approved by the requisite vote of the stockholders of Royal Financial at the meeting called for such purpose or by Finward because a quorum could not be convened at Royal Financial’s stockholders’ meeting called to approve the merger, and, in each case, (i) prior to the date of such termination an acquisition proposal was made by a third party, and (ii) prior to the date that is 12 months after such termination Royal Financial or any of its subsidiaries enters into any acquisition agreement with a third party or an acquisition proposal is consummated; |
• | If either party terminates the Merger Agreement because the consummation of the merger has not occurred by March 31, 2022, and (i) prior to the date of such termination an acquisition proposal was made by a third party, and (ii) prior to the date that is 12 months after such termination, Royal Financial or any of its subsidiaries enters into any acquisition agreement or any acquisition proposal is consummated; |
• | If Finward terminates the Merger Agreement because (i) any event has occurred that is not capable of being cured prior to March 31, 2022 and would result in a condition to Finward’s obligations to consummate the merger not being satisfied; or (ii) Royal Financial breaches or fails to perform any of its representations, warranties, or covenants contained in the Merger Agreement and that breach or failure to perform would give rise to the failure of a condition to the merger, and such condition is not capable of being cured by March 31, 2022, or has not been cured by Royal Financial within 20 business days after Royal Financial’s receipt of written notice of such breach from Finward as a result of an intentional, willful, or grossly negligent breach or nonperformance by Royal Financial of any representation, warranty, or covenant in the Merger Agreement and (i) prior to the date of such termination an acquisition proposal was made by a third party, and (ii) prior to the date that is 12 months after such termination, Royal Financial or any of its subsidiaries enters into any acquisition agreement or any acquisition proposal is consummated; or |
• | If Royal Financial terminates the Merger Agreement because its board of directors has approved a third party acquisition proposal, or Royal Financial has entered into a definitive agreement, agreement in principle, or letter of intent with respect to a third party acquisition proposal. |
1. | before the vote is taken at the Finward Special Meeting, deliver to Finward written notice of his or her intent to demand payment for his or her shares if the merger is effectuated; and |
2. | not vote in favor of the merger in person or by proxy at the Finward Special Meeting. |
• | you must not vote in favor of the adoption of the merger agreement. Because a proxy that is signed and submitted but does not otherwise contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, if you vote by proxy and wish to exercise your appraisal rights you must vote against the adoption of the merger agreement or abstain from voting your shares; |
• | you must deliver to Royal Financial a written demand for appraisal before the vote on the adoption of the merger agreement at the annual meeting, and all demands for appraisal must reasonably inform Royal Financial of your identity and your intention to demand appraisal of your shares; |
• | you must continuously hold the shares from the date of making the demand through the effective date of the merger. You will lose your appraisal rights if you transfer the shares before the effective date of the merger; and |
• | you or the surviving company must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the effective date of the merger. The surviving company is under no obligation to file any such petition in the Delaware Court of Chancery and has no intention of doing so. Accordingly, it is the obligation of the Royal Financial stockholders to initiate all necessary actions to perfect their appraisal rights in respect of shares of Royal Financial common stock within the time prescribed in Section 262 of the DGCL. |
Name | | | # of Stock Options | | | Cash-Out Value |
Directors | | | | | ||
John T. Dempsey | | | 15,000 | | | $87,600 |
James A. Fitch, Jr. | | | 27,900 | | | 162,936 |
Roger L. Hupe | | | 15,000 | | | 87,600 |
C. Michael McLaren | | | 15,000 | | | 87,600 |
Leonard S. Szwajkowski | | | 5,000 | | | 29,200 |
Philip J. Timyan | | | 15,000 | | | 87,600 |
Robert W. Youman | | | 6,000 | | | 35,040 |
Non-Director Executive Officers | | | | | ||
Andrew Morua | | | 3,500 | | | $20,440 |
Toni Gonzalez | | | 3,500 | | | 20,440 |
Richard Nichols | | | 3,500 | | | 20,440 |
Colleen Thomiszer | | | 3,800 | | | 22,192 |
Total | | | 113,200 | | | $661,088 |
Name | | | # of Restricted Shares | | | Value of Restricted Shares |
Directors | | | | | ||
John T. Dempsey | | | 1,310 | | | $25,191 |
James A. Fitch, Jr. | | | 2,540 | | | 48,844 |
Roger L. Hupe | | | 1,310 | | | 25,191 |
C. Michael McLaren | | | 1,310 | | | 25,191 |
Leonard S. Szwajkowski | | | 2,930 | | | 56,344 |
Philip J. Timyan | | | 1,310 | | | 25,191 |
Robert W. Youman | | | 1,310 | | | 25,191 |
Non-Director Executive Officers | | | | | ||
Andrew Morua | | | 1,150 | | | 22,115 |
Toni Gonzalez | | | 1,400 | | | 26,922 |
Richard Nichols | | | 1,330 | | | 25,576 |
Colleen Thomiszer | | | 1,300 | | | 24,999 |
Total | | | 17,200 | | | $330,755 |
• | an individual United States citizen or resident alien; |
• | a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized under the laws of the United States or any state therein or the District of Columbia; |
• | a trust if (1) it is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (2) it was in existence on August 20, 1996 and has a valid election in effect under applicable Treasury Regulations to be treated as a United States person; or |
• | an estate, the income of which is subject to United Sates federal income taxation regardless of its source. |
Name | | | Age | | | Position with the Royal Financial or Royal Bank and Principal Occupation During the Past Five Years | | | Director Since |
James A. Fitch, Jr. | | | 65 | | | Mr. Fitch has served as a Director of Royal Financial and Royal Savings Bank since August 15, 2007, and as Chairman of the Boards since October 1, 2007. He is the Owner and President of Trinity Manufacturing Corporation, which he founded in 2003. He served as President and CEO of Advance Bank and Advance Bancorp from 1998-2003 and as President and CEO of South Chicago Bank from 1991-1999. He also served as a U.S. Army Infantry Officer from 1977-1991. | | | 2007 |
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Roger L. Hupe | | | 77 | | | Mr. Hupe has served as a Director of Royal Financial and Royal Savings Bank since October 21, 2009. He is the majority stockholder of Evergreen Sod Farm, Inc., since 1964 and Olde-Tyme Supply, Inc., since 2003. Mr. Hupe served as Chairman of the Board of Directors of Advance Bancorp, Lansing, IL, 2001-2003. He also served as a Director of Advance Bank, Lansing, IL, 1991-2003 and Homewood Federal Savings and Loan Association, Homewood, IL from 1981-1991. | | | 2009 |
Name | | | Age | | | Position with Royal Financial and Royal Bank and Principal Occupation During the Past Five Years | | | Director Since |
Leonard Szwajkowski | | | 58 | | | Mr. Szwajkowski has served as Director, President and Chief Executive Officer (CEO) of Royal Financial and Royal Bank since October 4, 2007. Previously, he served Royal Financial and Royal Bank as Interim CEO (June 2007 to October 2007), Interim Chief Financial Officer (CFO) (October 2007 to January 2008), Senior Vice President (SVP) and CFO (April 2006 until October 2007), and SVP of Finance (February 2006 to April 2006). From May 2003 to February 2006, he served as Vice President (VP), CFO, and Director of Sharlen Electric Co., Chicago, IL. From August 2000 to May 2003, Mr. Szwajkowski was VP of Strategic Planning of Advance Bank, Chicago, IL. From April 2000 to | | | 2007 |
Name | | | Age | | | Position with Royal Financial and Royal Bank and Principal Occupation During the Past Five Years | | | Director Since |
| | | | August 2000, he was a Financial Consultant with the State of Illinois. From May 1979 to April 2000, he was SVP, CFO, and Director of East Side Bank and Trust Company, Chicago, IL. Since 1999, Mr. Szwajkowski also serves as an Adjunct Professor at St. Xavier University, Chicago, IL. | | | |||
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John T. Dempsey | | | 83 | | | Mr. Dempsey has served as a Director of Royal Financial since December 2004 and Royal Savings Bank since October 1999; Mr. Dempsey has been an investment portfolio manager with Barrington Asset Management, Inc., Chicago, IL, since 1992. | | | 1999 |
Name | | | Age | | | Position with Royal Financial and Principal Occupation During the Past Five Years | | | Director Since |
C. Michael McLaren | | | 74 | | | Mr. McLaren has served as a Director of Royal Financial and Royal Savings Bank since July 21, 2008. He is also the President of BPS Capital Management, Inc., Bloomington, MN, which specializes in financial institution balance sheet and risk management; bank consultant since 1987. | | | 2008 |
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Philip J. Timyan | | | 63 | | | Mr. Timyan has served as a Director of Royal Financial and Royal Savings Bank since April 1, 2011. He was a Director of Community Financial Shares, Inc. and the Community Bank of Wheaton/Glen Ellyn from 2012-2015. Mr. Timyan was a managing member of Riggs Qualified Partners, LLC, a bank investment fund, from 1999-2010. He also served as a Director of Community Bancshares of Delaware from 2005-2007. | | | 2011 |
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Robert W. Youman | | | 59 | | | Mr. Youman has worked in the securities industry since 1991 as a financial advisor and investment representative, and is licensed as a broker. Prior to 1991, he worked for KPMG LLP where he specialized in audits of community banks. Since January 2016, Mr. Youman has been employed by E.A. Horwitz LLC (a registered investment adviser) and Western International Securities Inc. (a registered broker-dealer). From September 2011 to January 2016, he was employed by Oppenheimer & Co. Inc. (an investment bank and investment firm). | | | 2017 |
• | A majority of directors should be “independent” in the opinion of the Board as determined in accordance with NASDAQ standards; |
• | At least three members of the board must satisfy the heightened standards of independence for Audit Committee members; and |
• | The board should have at least one member who satisfies the criteria to be designated by the board as an “audit committee financial expert.” |
• | Highest personal and professional ethics and integrity; |
• | Commitment to Royal Financial’s values; |
• | Ability and willingness to devote sufficient time and attention to fulfilling board duties and responsibilities; |
• | Relevant business, professional or managerial skills and experience; |
• | Maturity and wisdom; |
• | Communication, leadership and team-building skills; |
• | Comprehension of Royal Financial’s business plans and strategies; |
• | Financial sophistication; |
• | Ability to assist in the formulation of business strategies and to monitor and guide expectations; |
• | Ability and willingness to exercise independent judgment and express tough opinions; |
• | Collegial personality (i.e., constructive and able to challenge, ask questions and assess responses); |
• | Good health and mental alertness; and |
• | Alignment of personal interests with long-term interests of stockholders. |
• | The proposed nominee’s name, age, business and residence address, qualifications and the reason for such recommendation; |
• | The name, age and residence and business addresses of the stockholder(s) proposing such nominee; |
• | The number of shares of stock of Royal Financial which are beneficially owned by such stockholder(s); |
• | A representation that the stockholder is a holder of record of Royal Financial’s stock, entitled to vote at the Royal Financial Annual Meeting, and that he intends to personally appear in person or by proxy at the Royal Financial Annual Meeting to nominate such person; |
• | A description of any financial or other arrangement, relationship or understanding between the stockholder(s) and such nominee or between the stockholder(s), nominee and any other person(s); |
• | Such other information as would be required to be included in Royal Financial’s proxy statement about the stockholder and the nominee; and |
• | The consent of such nominee to serve as a director of Royal Financial if elected. |
Name | | | Age | | | Position with Royal Financial and Principal Occupation During the Past Five Years | | | Position |
Andrew Morua | | | 60 | | | Mr. Morua has served as SVP and Chief Lending Officer at Royal Savings Bank since July 2003. He has served as the Assistant Secretary since September 2012 and previously served as Secretary of Royal Financial and Royal Savings Bank from August 2004 through April 2012. He served as Interim President of Royal Financial and Royal Savings Bank from June 18, 2007, until October 4, 2007. He was also the Regional Vice President of Advance Bank in Chicago from 1999-2003. | | | Senior Vice President and Chief Lending Officer |
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Toni Gonzalez | | | 40 | | | Ms. Gonzalez has served as SVP, Chief Operations Officer since February 2020, and previously served as SVP of Operations and Information Technology since 2010; she also serves as BSA Officer and Co-Compliance Officer. Ms. Gonzalez joined Royal Savings Bank in 2001 in Operations and Retail Management, serving as Branch Manager from 2006-2009 and Bank Operations from 2009 to Present. | | | Senior Vice President and Chief Operations Officer |
| | | | | | ||||
Richard Nichols | | | 48 | | | Mr. Nichols has served as SVP and Commercial Banking Group Manager at Royal Savings Bank since August 2016. He previously served as Vice President of Lending from August 2005 to August 2016. During that time he held additional positions including Credit Manager from June 2014 to February 2016, and Special Assets Manager from March 2009 to March 2012. Prior to joining Royal Savings Bank Mr. Nichols held various business banking positions for Pullman Bank and Trust in Naperville, IL from 2001-2005. | | | Senior Vice President and Commercial Loan Officer |
| | | | | |
Name | | | Age | | | Position with Royal Financial and Principal Occupation During the Past Five Years | | | Position |
Colleen Thomiszer | | | 30 | | | Ms. Thomiszer has served as SVP and Chief Financial Officer since February 2020 and previously served as Accounting Officer and Controller since December 2017; she joined Royal Savings Bank in 2014 as a Staff Accountant. Ms. Thomiszer also has served as the Secretary of Royal Financial since June 2018; previously served as Recording Secretary from October 2014 through June 2018. Ms. Thomiszer graduated from Saint Xavier University in 2014 with a Bachelor’s in Business Administration with core concentrations in Accounting and Finance. | | | Senior Vice President and Chief Financial Officer |
Summary Compensation Table as of June 30, 2021 and June 30, 2020 | |||||||||||||||||||||
Name and Principal Position During Fiscal Year 2021 | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1)(2) | | | Stock Options ($)(3) | | | All Other Compensation ($) | | | Total ($) |
Leonard Szwajkowski President, Chief Executive Officer | | | 2021 | | | 303,200 | | | 27,288 | | | 40,950 | | | 23,132 | | | 40,133(4) | | | $434,702 |
| 2020 | | | 294,400 | | | 35,328 | | | 34,775 | | | 23,132 | | | 38,961(5) | | | $426,596 | ||
Andrew Morua Senior Vice President, Chief Lending Officer | | | 2021 | | | 195,800 | | | 23,496 | | | 20,453 | | | 12,576 | | | 10,682(6) | | | $263,007 |
| 2020 | | | 191,600 | | | 22,992 | | | 16,958 | | | 12,576 | | | 10,830(6) | | | $254,955 | ||
Richard Nichols Senior Vice President, Commercial Loan Officer and Group Manager | | | 2021 | | | 183,900 | | | 36,780 | | | 20,453 | | | 11,268 | | | 13,729(6) | | | $266,130 |
| 2020 | | | 168,100 | | | 20,172 | | | 16,958 | | | 11,268 | | | 13,187(6) | | | $229,684 | ||
Toni Gonzalez Senior Vice President, Chief Operations Officer | | | 2021 | | | 153,500 | | | 30,700 | | | 20,336 | | | 11,268 | | | 2,479(6) | | | $218,283 |
| 2020 | | | 148,400 | | | 17,808 | | | 16,958 | | | 11,268 | | | 675(6) | | | $195,109 | ||
Colleen Thomiszer Senior Vice President, Chief Financial Officer | | | 2021 | | | 144,900 | | | 21,735 | | | 28,682 | | | 8,683 | | | 7,746(6) | | | $211,745 |
| 2020 | | | 129,400 | | | 15,528 | | | 27,983 | | | 8,683 | | | 3,783(6) | | | $185,377 |
(1) | Stock awards represent the taxable value of the vested portion of stock awards as of the vesting date in the respective fiscal year for stock awards granted in previous years. There were 26,400 grants issued in fiscal 2019 as of December 15, 2018 at $14.30 per share, 8,800 grants issued in fiscal year 2020 as of August 21, 2019 at $15.75 per share, and 7,000 grants issued in fiscal year 2021 as of July 13, 2021 at $11.65 per share. |
(2) | An adjustment was made to the 2019 Compensation Stock Awards to record the stock awards issued as of June 30, 2019. |
(3) | There were 38,600 stock options granted in fiscal 2019 as of December 15, 2018 with an expense per share of $4.57. Stock options were granted to officers in fiscal 2016 on July 21, 2015. Amounts in column represent the dollar amount of expense recognized on vested option awards for consolidated financial statement reporting purposes in accordance with ASC 718, without regard to discounts for estimated forfeitures. |
(4) | Represents Royal Financial 401(k) match benefit of $11,345, director’s fees of $24,000 and an automobile allowance of $4,788. |
(5) | Represents Royal Financial 401(k) match benefit of $10,416, director’s fees of $24,000 and an automobile allowance of $4,545. |
(6) | Represents Royal Financial 401(k) match benefit and an automobile allowance. |
Outstanding 2005 Equity Plan Awards as of June 30, 2021 | ||||||||||||||||||
Option Awards | | | Stock Awards | |||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | | | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that have not Vested (#) | | | Market Value of Shares or Units of Stock that have not Vested ($) |
Leonard Szwajkowski | | | — | | | — | | | 8.82 | | | 07/21/25 | | | — | | | — |
Andrew Morua | | | — | | | — | | | 8.82 | | | 07/21/25 | | | — | | | — |
Toni Gonzalez | | | — | | | — | | | 8.82 | | | 07/21/25 | | | — | | | — |
Richard Nichols | | | — | | | — | | | 8.82 | | | 07/21/25 | | | — | | | — |
Colleen Thomiszer | | | — | | | — | | | — | | | — | | | — | | | — |
(1) | Stock options were granted during fiscal 2016 to the Named Executive Officers on July 21, 2015 under the 2005 Stock Option plan. All options vested on July 21, 2020 and have been exercised. |
Outstanding 2018 Equity Incentive Plan Awards as of June 30, 2021 | ||||||||||||||||||
Option Awards | | | Stock Awards | |||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | | | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that have not Vested (#) | | | Market Value of Shares or Units of Stock that have not Vested ($)(2) |
Leonard Szwajkowski | | | — | | | 5,000 | | | 14.30 | | | 12/15/28 | | | 4,760 | | | $94,010 |
Andrew Morua | | | — | | | 3,500 | | | 14.30 | | | 12/15/28 | | | 1,930 | | | $38,118 |
Toni Gonzalez | | | — | | | 3,500 | | | 14.30 | | | 12/15/28 | | | 2,290 | | | $45,228 |
Richard Nichols | | | — | | | 3,500 | | | 14.30 | | | 12/15/28 | | | 2,230 | | | $44,043 |
Colleen Thomiszer | | | — | | | 3,800 | | | 14.30 | | | 12/15/28 | | | 2,660 | | | $52,535 |
(1) | Stock options were granted during fiscal 2019 to the Named Executive Officers on December 15, 2018 under the 2018 Equity Incentive plan. |
(2) | Stock awards represent the taxable value of the vested portion of stock awards as of the vesting date in the respective fiscal year for stock awards granted in previous years. The market value as of June 30, 2021 was $19.75 per share. |
Summary of Executive Employment Agreements as of June 30, 2021 | ||||||||||||
Name and Principal Position During Fiscal Year 2020 | | | Date of Contract | | | Expiration Date of Contract | | | Discharge without Cause | | | Change in Control |
Leonard Szwajkowski President, Chief Executive Officer | | | 11/20/2018 | | | 06/30/2022 | | | 1.5 Years | | | 3 Years |
Andrew Morua Senior Vice President, Chief Lending Officer | | | 11/20/2018 | | | 03/31/2022 | | | 1 Year | | | 2 Years |
Richard Nichols Senior Vice President, Commercial Loan Officer and Group Manager | | | 11/20/2018 | | | 09/30/2022 | | | 1 Year | | | 2 Years |
Toni Gonzalez Senior Vice President, Chief Operations Officer | | | 11/20/2018 | | | 03/31/2022 | | | 1 Year | | | 2 Years |
Colleen Thomiszer Senior Vice President, Chief Financial Officer | | | 11/20/2018 | | | 09/30/2022 | | | 1 Year | | | 1 Year |
Director Compensation as of June 30, 2021 | |||||||||||||||
Name | | | Fees earned or paid in cash ($) | | | Stock Awards(1)(2) ($) | | | Option Awards(3) ($) | | | All Other Compensation ($)(4) | | | Total ($) |
John T. Dempsey | | | 24,000 | | | 9,946 | | | 12,741 | | | — | | | $46,687 |
James A. Fitch, Jr. | | | 24,000 | | | 19,426 | | | 23,132 | | | 5,000 | | | $71,558 |
Roger Hupe | | | 24,000 | | | 9,946 | | | 12,741 | | | — | | | $46,687 |
C. Michael McLaren | | | 24,000 | | | 9,946 | | | 12,741 | | | — | | | $46,687 |
Philip J. Timyan | | | 24,000 | | | 9,946 | | | 12,741 | | | — | | | $46,687 |
Robert W. Youman | | | 24,000 | | | 9,946 | | | 6,855 | | | — | | | $40,801 |
(1) | During fiscal year 2019, 14,000 stock awards were granted as of December 15, 2018 at a value of $14.30 per share. |
(2) | During fiscal year 2021, 3,730 stock awards were granted as of July 13, 2020 at a value of $11.65 per share. |
(3) | During fiscal year 2019, 40,000 stock options were granted on December 15, 2018 at an expense of $4.57 per share. Stock options were granted to directors on July 21, 2015. Amounts in column represent the dollar amount of expense recognized on vested option awards for consolidated financial statement reporting purposes in accordance with ASC 718, without regard to discounts for estimated forfeitures. |
(4) | During fiscal year 2021, a discretionary monetary bonus was issued to Mr. Fitch. |
Outstanding 2005 Equity Incentive Plan Awards as of June 30, 2021 | ||||||||||||||||||
Option Awards | | | Stock Awards | |||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | | | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that have not Vested (#) | | | Market Value of Shares or Units of Stock that have not Vested ($) |
John T. Dempsey | | | 9,000 | | | — | | | 8.82 | | | 07/21/25 | | | — | | | — |
James A. Fitch, Jr. | | | 17,900 | | | — | | | 8.82 | | | 07/21/25 | | | — | | | — |
Roger Hupe | | | 9,000 | | | — | | | 8.82 | | | 07/21/25 | | | — | | | — |
C. Michael McLaren | | | 9,000 | | | — | | | 8.82 | | | 07/21/25 | | | __ | | | __ |
Philip J. Timyan | | | 9,000 | | | — | | | 8.82 | | | 07/21/25 | | | __ | | | __ |
Robert W. Youman | | | — | | | — | | | — | | | — | | | — | | | — |
(1) | Stock options were granted during fiscal 2016 to directors on July 21, 2015 under the 2005 Stock Option plan. |
Outstanding 2018 Equity Incentive Plan Awards as of June 30, 2021 | ||||||||||||||||||
Option Awards | | | Stock Awards | |||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | | | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that have not Vested (#)(2) | | | Market Value of Shares or Units of Stock that have not Vested ($)(3) |
John T. Dempsey | | | 3,000 | | | 3,000 | | | 14.30 | | | 12/15/28 | | | 1,550 | | | $30,613 |
James A. Fitch, Jr. | | | 5,000 | | | 5,000 | | | 14.30 | | | 12/15/28 | | | 2,980 | | | $58,855 |
Roger Hupe | | | 3,000 | | | 3,000 | | | 14.30 | | | 12/15/28 | | | 1,550 | | | $30,613 |
C. Michael McLaren | | | 3,000 | | | 3,000 | | | 14.30 | | | 12/15/28 | | | 1,550 | | | $30,613 |
Philip J. Timyan | | | 3,000 | | | 3,000 | | | 14.30 | | | 12/15/28 | | | 1,550 | | | $30,613 |
Robert W. Youman | | | 3,000 | | | 3,000 | | | 14.30 | | | 12/15/28 | | | 1,550 | | | $30,613 |
(1) | Stock options were granted during fiscal 2019 to directors on December 15, 2018 under the 2018 Equity Incentive Plan. |
(2) | Stock awards were granted during fiscal 2019 on December 15, 2018 and during fiscal year 2021 on July 13, 2020 under the 2018 Equity Incentive Plan. |
(3) | Market Value of $19.75 as of June 30, 2021. |
| | High | | | Low | |
Fiscal Year 2022 | | | | | ||
Quarter ended December 31, 2021 (through October 25, 2021) | | | $19.45 | | | $18.75 |
Quarter ended September 30, 2021 | | | 19.75 | | | 18.62 |
| | | | |||
Fiscal Year 2021 | | | | | ||
Quarter ended June 30, 2021 | | | $19.75 | | | $16.65 |
Quarter ended March 31, 2021 | | | 18.95 | | | 14.15 |
Quarter ended December 31, 2020 | | | 19.00 | | | 11.80 |
Quarter ended September 30, 2020 | | | 19.00 | | | 11.20 |
| | | | |||
Fiscal Year 2020 | | | | | ||
Quarter ended June 30, 2020 | | | $18.95 | | | $11.32 |
Quarter ended March 31, 2020 | | | 19.00 | | | 11.00 |
Quarter ended December 31, 2019 | | | 18.95 | | | 15.77 |
Quarter ended September 30, 2019 | | | 19.00 | | | 15.45 |
| | At June 30, | ||||
| | 2021 | | | 2020 | |
| | (In thousands, except per share data) | ||||
Selected Financial Condition Data: | | | | | ||
Total assets | | | $533,723 | | | $434,115 |
Cash and cash equivalents | | | 12,832 | | | 14,763 |
Securities available for sale | | | 31,889 | | | 31,356 |
Loans receivable, net | | | 460,366 | | | 356,735 |
Deposits | | | 466,313 | | | 373,340 |
Federal Home Loan Bank advances | | | 5,000 | | | 4,000 |
Notes payable | | | 7,000 | | | 7,750 |
Total stockholders’ equity | | | 48,114 | | | 42,814 |
Book value per common share | | | $18.74 | | | $16.75 |
| | Year Ended June 30, | ||||
| | 2021 | | | 2020 | |
| | (In thousands, except per share data) | ||||
Selected Operating Data: | | | | | ||
Total interest income | | | $18,938 | | | $17,353 |
Total interest expense | | | 2,316 | | | 3,777 |
Net interest income | | | $16,622 | | | $13,576 |
Provision for loan losses | | | 500 | | | 1,761 |
Net interest income after provision for loan losses | | | $16,122 | | | $11,815 |
Total non-interest income | | | 841 | | | 1,635 |
Total non-interest expense | | | 10,296 | | | 10,178 |
Income before provision for income taxes | | | $6,667 | | | $3,272 |
Provision for income taxes | | | 1,501 | | | 1,232 |
Net income | | | $5,166 | | | $2,040 |
Basic earnings per share | | | $2.01 | | | $0.80 |
Diluted earnings per share | | | $2.00 | | | $0.80 |
| | Year Ended June 30, | ||||
Key Financial Ratios | | | 2021 | | | 2020 |
Performance Ratios: | | | | | ||
Return on average assets | | | 0.99% | | | 0.50% |
Return on average equity | | | 11.36% | | | 4.88% |
Dividend Payout Ratio | | | — | | | — |
Average equity to average total assets ratio | | | 8.71% | | | 10.24% |
(dollars in thousands) | | | At June 30, | |||||||||
| 2021 | | | 2020 | ||||||||
| Amortized Cost | | | Fair Value | | | Amortized Cost | | | Fair Value | ||
Available for sale: | | | | | | | | | ||||
Corporate bonds | | | $3,347 | | | $3,399 | | | $3,391 | | | $3,476 |
Federal National Mortgage Association | | | 9,844 | | | 10,000 | | | 9,950 | | | 10,227 |
Municipal taxable bonds | | | 17,685 | | | 18,490 | | | 16,799 | | | 17,653 |
Total | | | $30,876 | | | $31,889 | | | $30,140 | | | $31,356 |
| | | | Due in One Year or Less | | | Due After One Year Through Five Years | | | Due After Five Years Through Ten Years | | | Due After Ten Years | |||||||||||
| | | | (dollars in thousands) | ||||||||||||||||||||
| | Balance | | | Weighted Avg Yield | | | Balance | | | Weighted Avg Yield | | | Balance | | | Weighted Avg Yield | | | Balance | | | Weighted Avg Yield | |
Available for Sale | | | | | | | | | | | | | | | | | ||||||||
Federal National Mortgage Association | | | — | | | —% | | | $5,116 | | | 0.62% | | | — | | | —% | | | $4,884 | | | 1.29% |
Municipal taxable bonds | | | — | | | —% | | | $9,345 | | | 1.68% | | | $8,166 | | | 3.08% | | | $979 | | | 0.49% |
Corporate bonds | | | — | | | —% | | | $2,133 | | | 0.37% | | | $1,266 | | | 0.32% | | | $— | | | —% |
Total Available for Sale | | | — | | | —% | | | $16,594 | | | 1.18% | | | $9,432 | | | 2.71% | | | $5,863 | | | 1.16% |
| | June 30, | ||||||||||
| | 2021 | | | 2020 | |||||||
| | Amount | | | Percentage | | | Amount | | | Percentage | |
Real estate loans: | | | | | | | | | ||||
One- to four-family loans | | | $ 195,643 | | | 42.14% | | | $ 169,290 | | | 47.04% |
Commercial real estate loans | | | 122,212 | | | 26.33 | | | 97,201 | | | 27.01 |
Multi-family loans | | | 136,576 | | | 29.42 | | | 77,148 | | | 21.44 |
Total real estate loans | | | 454,431 | | | 97.89 | | | 343,639 | | | 95.49 |
Commercial loans | | | 8,939 | | | 1.93 | | | 15,028 | | | 4.18 |
Consumer loans: | | | | | | | | | ||||
Home equity loans | | | 32 | | | 0.01 | | | 163 | | | 0.04 |
Other consumer loans | | | 822 | | | 0.17 | | | 1,056 | | | 0.29 |
Total consumer loans | | | 854 | | | 0.18 | | | 1,219 | | | 0.33 |
Total loans | | | $ 464,224 | | | 100.00% | | | $ 359,886 | | | 100.00% |
Allowance for loan losses | | | (3,858) | | | | | (3,151) | | | ||
Loans receivable, net | | | $ 460,366 | | | | | $ 356,735 | | |
(dollars in thousands) | | | One to Four Family | | | Commercial Real Estate | | | Multi-Family | | | Commercial | | | Consumer | | | Total Loans |
Amounts Due In: | | | | | | | | | | | | | ||||||
One year or less | | | $13,701 | | | $24,384 | | | $21,981 | | | $1,073 | | | $36 | | | $61,175 |
More than one year to five years | | | $25,382 | | | $72,910 | | | $89,136 | | | $1,623 | | | $600 | | | $189,651 |
More than five years | | | $156,560 | | | $24,918 | | | $25,459 | | | $6,243 | | | $218 | | | $213,398 |
Total amount due | | | $195,643 | | | $122,212 | | | $136,576 | | | $8,939 | | | $854 | | | $464,224 |
At June 30, 2021 | |||||||||
(dollars in thousands) | | | Fixed-Rate | | | Floating or Adjustable Rate | | | Total |
One to four family | | | $133,548 | | | $48,394 | | | $181,942 |
Multi-family | | | $101,714 | | | $12,881 | | | $114,595 |
Commercial Real Estate | | | $90,925 | | | $6,903 | | | $97,828 |
Commercial | | | $7,866 | | | $— | | | $7,866 |
Consumer | | | $796 | | | $22 | | | $818 |
Total loans | | | $334,849 | | | $68,200 | | | $403,049 |
| | June 30, | ||||
(Dollars in Thousands) | | | 2021 | | | 2020 |
Non-accruing Loans: | | | | | ||
Real estate loans: | | | | | ||
One- to four-family loans | | | $1,473 | | | $ 1,096 |
Commercial real estate loans | | | 301 | | | 219 |
Multi family loans | | | — | | | — |
Commercial loans | | | — | | | 600 |
Consumer loans | | | 3 | | | 16 |
Total non-accruing loans | | | $1,777 | | | $ 1,931 |
Loans past due over 90 days still on accrual | | | $— | | | $73 |
Troubled debt restructurings | | | 426 | | | 464 |
Total nonperforming loans | | | $2,203 | | | $2,468 |
Other real estate owned | | | 157 | | | 298 |
Total nonperforming assets | | | $2,360 | | | $2,766 |
Total non-performing loans as a percentage of total loans | | | 0.47% | | | 0.69% |
Total nonperforming assets as a percentage of total assets | | | 0.44% | | | 0.64% |
• | Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. |
• | Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Certain loans in the substandard category are classified as impaired. |
• | Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. |
| | June 30, 2021 | | | June 30, 2020 | |||||||||||||
(dollars in thousands) | | | Special Mention | | | Substandard | | | Total | | | Special Mention | | | Substandard | | | Total |
Real estate loans | | | | | | | | | | | | | ||||||
One-to-four family | | | $346 | | | $3,034 | | | $3,380 | | | $2,002 | | | $3,348 | | | $5,350 |
Commercial | | | $12,627 | | | $3,139 | | | $15,766 | | | $3,918 | | | $6,043 | | | $9,961 |
Multi-family | | | $1,034 | | | $— | | | $1,034 | | | $662 | | | $649 | | | $1,311 |
Commercial loans | | | | | | | | | | | | | ||||||
Business loans | | | $56 | | | $40 | | | $96 | | | $85 | | | $688 | | | $773 |
Consumer loans | | | | | | | | | | | | | ||||||
Home equity loans | | | $— | | | $3 | | | $3 | | | $— | | | $16 | | | $16 |
Other | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— |
| | | | | | | | | | | | |||||||
Total | | | $14,063 | | | $6,216 | | | $20,279 | | | $6,667 | | | $10,744 | | | $17,411 |
| | For the Period Ended June 30, | ||||
(dollars in thousands) | | | 2021 | | | 2020 |
Allowance for loan losses, beginning of period | | | $3,151 | | | $2,654 |
Charge-offs: | | | | | ||
Real Estate Loans | | | | | ||
One-to-four family | | | 173 | | | 78 |
Commercial | | | 94 | | | 44 |
Multi-family | | | — | | | — |
Commercial Loans | | | | | ||
Business Loans | | | 185 | | | 1,269 |
Consumer loans | | | | | ||
Home Equity Loans | | | 13 | | | — |
Other | | | — | | | 17 |
Total charge-offs | | | 465 | | | 1,408 |
Recoveries: | | | | | ||
Real Estate Loans | | | | | ||
One-to-four family | | | 12 | | | 3 |
Commercial | | | — | | | 10 |
Multi-family | | | — | | | 6 |
Commercial Loans | | | | | ||
Business Loans | | | 651 | | | 107 |
Consumer loans | | | | | ||
Home Equity Loans | | | — | | | — |
Other | | | 9 | | | 17 |
Total recoveries | | | 672 | | | 143 |
Net (recoveries) charge-offs | | | (207) | | | 1,265 |
Provision for loan losses | | | 500 | | | 1,761 |
Allowance for loan losses, end of period | | | $3,858 | | | $3,150 |
Net charge-offs to average loans | | | -0.05% | | | 0.40% |
• | levels of trends in delinquencies and impaired loans; |
• | levels of and trends in charge-offs and recoveries; |
• | trends in volume and terms of loans |
• | effects of any changes in risk selection and underwriting standards; |
• | other changes in lending policies, procedures, and practices; |
• | experience, ability, and depth of lending management and other relevant staff; |
• | national and local economic trends and conditions |
• | industry conditions; and |
• | effects of changes in credit concentrations. |
| | June 30, 2021 | | | June 30, 2020 | |||||||
(dollars in thousands) | | | Balance | | | % of Total Loans | | | Balance | | | % of Total Loans |
Real Estate Loans | | | | | | | | | ||||
One-to-four family | | | $1,109 | | | 42.14% | | | $1,183 | | | 47.04% |
Commercial | | | 1,820 | | | 26.33% | | | 1,381 | | | 27.01% |
Multi-family | | | 827 | | | 29.42% | | | 440 | | | 21.44% |
Commercial Loans | | | | | | | | | ||||
Business Loans | | | 83 | | | 1.93% | | | 129 | | | 4.18% |
Consumer loans | | | | | | | | | ||||
Home Equity Loans | | | 2 | | | 0.01% | | | 1 | | | 0.04% |
Other | | | 17 | | | 0.17% | | | 17 | | | 0.29% |
Total | | | $3,858 | | | 100.0% | | | $3,151 | | | 100.0% |
| | June 30, 2021 | | | June 30, 2020 | |||||||
(dollars in thousands) | | | Average Balance | | | Rate | | | Average Balance | | | Rate |
Noninterest bearing deposits | | | $76,351 | | | —% | | | $51,857 | | | —% |
Interest-bearing deposits: | | | | | | | | | ||||
NOW Accounts | | | $14,534 | | | 0.01% | | | $12,677 | | | 0.09% |
Money Market Checking | | | $55,002 | | | 0.18% | | | $59,800 | | | 1.24% |
Savings | | | $104,014 | | | 0.04% | | | $90,544 | | | 0.11% |
Time deposits | | | $209,733 | | | 0.93% | | | $136,059 | | | 1.85% |
Total | | | $459,634 | | | | | $350,937 | | |
| | June 30, 2021 | |
| | (In thousands) | |
3 months or less | | | $20,791 |
Over 3 months through 6 months | | | 9,820 |
Over 6 months through 12 months | | | 104,151 |
Over 12 months | | | 22,031 |
| | $156,793 |
(dollars in thousands) | | | 2021 | | | 2020 |
Unused lines of credit | | | $22,555 | | | $20,354 |
Commitment to fund loans | | | $8,790 | | | $14,278 |
(dollars in thousands) | | | Within One Year | | | One to Three Years | | | Three to Five | | | Over Five | | | Total |
Deposits without a stated maturity | | | $269,775 | | | — | | | — | | | — | | | $269,775 |
Certificates of deposit | | | $84,581 | | | $60,875 | | | $46,882 | | | $4,200 | | | $196,538 |
FHLB Advances | | | $5,000 | | | — | | | — | | | — | | | $5,000 |
Notes Payable | | | — | | | $7,000 | | | — | | | — | | | $7,000 |
Operating leases | | | $10 | | | — | | | $11 | | | $449 | | | $470 |
| | Actual | | | Minimum Required for Capital Adequacy Purposes | | | Minimum Required to Be Well Capitalized Under Prompt Corrective Action Regulations | ||||||||||
| | Amount | | | Ratio | | | Amount | | | Ratio | | | Amount | | | Ratio | |
2021 | | | | | | | | | | | | | ||||||
Common equity tier 1 (to risk-weighted assets) | | | $48,561 | | | 13.00% | | | $16,695 | | | 4.50% | | | $24,114 | | | 6.50% |
Total capital (to risk- weighted assets)) | | | 52,419 | | | 14.03 | | | 29,679 | | | 8.00 | | | 37,099 | | | 10.00 |
Tier I capital (to risk- weighted assets) | | | 48,561 | | | 13.00 | | | 22,259 | | | 6.00 | | | 29,679 | | | 8.00 |
Tier I capital (to average assets) | | | 48,561 | | | 9.27 | | | 20,953 | | | 4.00 | | | 26,192 | | | 5.00 |
| | | | | | | | | | | | |||||||
2020 | | | | | | | | | | | | | ||||||
Common equity tier 1 (to risk-weighted assets) | | | $41,069 | | | 14.39% | | | $12,842 | | | 4.50% | | | $18,549 | | | 6.50% |
Total capital (to risk- weighted assets)) | | | 44,220 | | | 15.50 | | | 22,829 | | | 8.00 | | | 28,537 | | | 10.00 |
Tier I capital (to risk- weighted assets) | | | 41,069 | | | 14.39 | | | 17,122 | | | 6.00 | | | 22,829 | | | 8.00 |
Tier I capital (to average assets) | | | 41,069 | | | 9.94 | | | 16,531 | | | 4.00 | | | 20,663 | | | 5.00 |
| | Year Ended June 30, 2021 | | | Year Ended June 30, 2020 | |||||||||||||
(dollars in thousands) | | | Average Balance | | | Interest | | | Rate | | | Average Balance | | | Interest | | | Rate |
| | | | | | | | | | | | |||||||
Assets | | | | | | | | | | | | | ||||||
| | | | | | | | | | | | |||||||
Cash and Due From Banks | | | $20,584 | | | $22 | | | 0.11% | | | 19,059 | | | $242 | | | 1.27% |
Securities | | | 31,497 | | | 686 | | | 2.18% | | | 38,812 | | | 984 | | | 2.54% |
Loans, gross | | | 441,612 | | | 18,211 | | | 4.12% | | | 319,469 | | | 16,108 | | | 5.04% |
Federal Home Loan Bank Stock, at cost | | | 953 | | | 20 | | | 2.10% | | | 836 | | | 19 | | | 2.27% |
Total interest earning assets | | | 494,646 | | | 18,939 | | | 3.83% | | | 378,176 | | | 17,353 | | | 4.59% |
Allowance for Loan Loss | | | (3,673) | | | | | | | (2,874) | | | | | ||||
Cash and non-interest bearing balances in financial institutions | | | $3,211 | | | | | | | $4,034 | | | | | ||||
Accrued interest and other assets | | | 27,835 | | | | | | | 29,127 | | | | | ||||
Total Assets | | | $522,019 | | | | | | | $408,463 | | | | | ||||
| | | | | | | | | | | | |||||||
Liabilities & Stockholders’ Equity | | | | | | | | | | | | | ||||||
Interest-bearing deposits: | | | | | | | | | | | | | ||||||
NOW Accounts | | | $14,534 | | | $2 | | | 0.01% | | | $12,677 | | | $12 | | | 0.09% |
Money Market Checking | | | $55,002 | | | $98 | | | 0.18% | | | $59,800 | | | $740 | | | 1.24% |
Savings | | | $104,014 | | | $42 | | | 0.04% | | | $90,544 | | | $100 | | | 0.11% |
Subtotal checking and savings | | | $173,550 | | | $142 | | | 0.08% | | | $163,021 | | | $852 | | | 0.52% |
| | | | | | | | | | | | |||||||
Time deposits: | | | | | | | | | | | | | ||||||
Less Than $250,000 | | | $143,936 | | | $1,535 | | | 1.07% | | | $121,663 | | | $2,219 | | | 1.82% |
Greater than $250,000 | | | $65,797 | | | $414 | | | 0.63% | | | $14,396 | | | $292 | | | 2.03% |
Total interest-bearing deposits | | | $383,283 | | | $2,091 | | | 0.55% | | | $299,080 | | | $3,363 | | | 1.12% |
| | | | | | | | | | | | |||||||
Notes payable | | | $7,454 | | | $224 | | | 3.01% | | | $9,063 | | | $414 | | | 4.56% |
FHLB Advances | | | $3,500 | | | — | | | 0.00% | | | $1,000 | | | — | | | 0.00% |
Fed Funds Purchased | | | $404 | | | $1 | | | 0.25% | | | 1 | | | — | | | 0.00% |
Total other interest bearing liabilities | | | $11,358 | | | $225 | | | 1.98% | | | $10,064 | | | 414 | | | 4.11% |
Total interest bearing liabilities | | | $394,641 | | | $2,316 | | | 0.59% | | | $309,143 | | | 3,777 | | | 1.22% |
Non-Interest Bearing Deposits | | | $76,351 | | | | | | | $51,857 | | | | | ||||
Other liabilities | | | $5,546 | | | | | | | $5,632 | | | | | ||||
Shareholders equity | | | $45,481 | | | | | | | $41,830 | | | | | ||||
Total Liabilities and Stockholder's Equity | | | $522,019 | | | | | | | $408,463 | | | | | ||||
Net Interest Income | | | | | 16,623 | | | | | | | 13,576 | | | ||||
Net interest spread | | | | | 3.24% | | | | | | | 3.37% | | | ||||
Net interest margin (GAAP) | | | | | 3.36% | | | | | | | 3.59% | | |
| | For the Fiscal Year Ended June 30, 2021 to June 30, 2020 | |||||||
| | Change due to: | | | |||||
(dollars in thousands) | | | Volume | | | Rate | | | Total Change |
Interest income | | | | | | | |||
Cash and due from banks | | | $2 | | | $(222) | | | $(220) |
Securities | | | (159) | | | (139) | | | (298) |
Loans | | | 5,037 | | | (2,934) | | | 2,103 |
Federal Home Loan Bank Stock, at cost | | | 2 | | | (1) | | | 1 |
Total Interest income | | | 4,882 | | | (3,296) | | | 1,586 |
Interest expense | | | | | | | |||
Interest-bearing deposits | | | 459 | | | (1,731) | | | (1,272) |
Federal Home Loan Bank advances | | | — | | | — | | | — |
Note payable | | | (48) | | | (142) | | | (190) |
Federal Funds purchased | | | 1 | | | | | 1 | |
Total interest expense | | | 412 | | | (1,873) | | | (1,461) |
Net interest income | | | $4,470 | | | $(1,423) | | | $3,047 |
| | Fiscal Year Ended June 30 | | | | | ||||||
(dollars in thousands) | | | 2021 | | | 2020 | | | Increase/ (Decrease) | | | Percentage Change |
Service charges on deposit accounts | | | $647 | | | $598 | | | $49 | | | 8.2% |
Secondary mortgage market fees | | | — | | | 28 | | | ($28) | | | -98.8% |
Rental income | | | 185 | | | 202 | | | ($17) | | | -8.4% |
Gain on sale of securities available for sale | | | — | | | 814 | | | ($814) | | | -100.0% |
Gain (loss) on sale of fixed assets | | | 8 | | | (8) | | | $16 | | | -200.0% |
Other | | | 1 | | | 1 | | | $— | | | 7.0% |
Total non-interest income | | | $841 | | | $1,635 | | | ($794) | | | -48.5% |
| | Fiscal Year Ended June 30 | | | | | ||||||
(dollars in thousands) | | | 2021 | | | 2020 | | | Increase/ (Decrease) | | | Percentage Change |
Salaries and employee benefits | | | $4,703 | | | $4,629 | | | $74 | | | 1.6% |
Occupancy and equipment | | | $2,171 | | | $2,029 | | | $142 | | | 7.0% |
Data processing | | | $973 | | | $883 | | | $90 | | | 10.2% |
Professional services | | | $717 | | | $1,051 | | | ($334) | | | -31.8% |
Director fees | | | $180 | | | $180 | | | $— | | | —% |
Marketing | | | $126 | | | $112 | | | $14 | | | 12.5% |
FDIC insurance expense | | | $306 | | | $56 | | | $250 | | | 446.4% |
Insurance premiums | | | $99 | | | $101 | | | ($2) | | | -2.0% |
Other real estate owned expense, net | | | $2 | | | $36 | | | ($34) | | | -94.4% |
Core deposit intangibles amortization | | | $141 | | | $141 | | | $— | | | —% |
Other | | | $878 | | | $960 | | | ($82) | | | -8.5% |
Total non-interest expense | | | $10,296 | | | $10,178 | | | $118 | | | 1.2% |
• | Finward’s Annual Report on Form 10-K for the year ended December 31, 2020; |
• | Finward’s Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2021; |
• | Finward’s Current Reports on Form 8-K filed on January 6, January 29, February 8, March 1, March 4, March 17, April 22, April 28 (except for the information furnished under Item 2.02 thereof), May 5, May 18, May 21 (except for the information furnished under Item 7.01 thereof), May 24 (except for the information furnished under Item 7.01 thereof), May 25, July 1, July 29 (except for the information furnished under Item 7.01 thereof), and September 7, 2021; |
• | The information concerning executive officers of Finward under the caption “Proposal 1 – Election of Directors” in Finward’s Proxy Statement for the 2021 Annual Meeting of Shareholders; and |
• | The description of the capital stock of Finward set forth under the caption “Description of Capital Stock” contained in Finward’s definitive proxy statement/prospectus dated March 23, 1994, filed with the SEC under Rule 424(b) under the Securities Act of 1933, as amended, on March 23, 1994, and all amendments or reports filed for the purpose of updating such description. |
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Supplementary Information | | | |
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| | Crowe LLP |
| | 2021 | | | 2020 | |
ASSETS | | | | | ||
Cash and non-interest bearing balances in financial institutions | | | $3,470,428 | | | $3,757,301 |
Interest bearing balances in financial institutions | | | 9,259,546 | | | 10,872,461 |
Federal funds sold | | | 102,418 | | | 133,515 |
Total cash and cash equivalents | | | 12,832,392 | | | 14,763,277 |
Investment certificates of deposit | | | 492,000 | | | 672,000 |
Securities available for sale | | | 31,888,847 | | | 31,355,841 |
Loans receivable, net of allowance for loan losses of $3,858,124 and $3,150,808 | | | 460,366,062 | | | 356,735,349 |
Federal Home Loan Bank stock, at cost | | | 1,302,900 | | | 836,300 |
Premises and equipment, net | | | 15,411,588 | | | 15,694,976 |
Accrued interest receivable | | | 2,219,654 | | | 1,788,867 |
Other real estate owned | | | 156,580 | | | 297,544 |
Deferred tax asset | | | 5,279,265 | | | 6,736,969 |
Core deposit intangibles | | | 538,179 | | | 679,006 |
Goodwill | | | 1,755,189 | | | 1,755,189 |
Other assets | | | 1,480,314 | | | 2,799,407 |
Total assets | | | $533,722,970 | | | $434,114,725 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | ||
Deposits | | | $466,312,856 | | | $373,340,219 |
Advances from borrowers for taxes and insurance | | | 6,060,645 | | | 4,876,363 |
Federal Home Loan Bank advances | | | 5,000,000 | | | 4,000,000 |
Notes payable | | | 7,000,000 | | | 7,750,000 |
Accrued interest payable and other liabilities | | | 1,235,469 | | | 1,333,685 |
Total liabilities | | | 485,608,970 | | | 391,300,267 |
Stockholders’ equity | | | | | ||
Preferred stock $0.01 par value per share, authorized 1,000,000 shares, no issues are outstanding | | | — | | | — |
Common stock, $0.01 par value per share, authorized 5,000,000 shares, 2,645,000 shares issued at June 30, 2021 and 2020 | | | 26,450 | | | 26,450 |
Additional paid-in capital | | | 24,434,505 | | | 23,924,787 |
Retained earnings | | | 23,519,345 | | | 18,352,940 |
Treasury stock, 77,427 shares in 2021 and 88,482 shares in 2020, at cost | | | (665,954) | | | (450,370) |
Accumulated other comprehensive income | | | 799,654 | | | 960,651 |
Total stockholders’ equity | | | 48,114,000 | | | 42,814,458 |
Total liabilities and stockholders’ equity | | | $533,722,970 | | | $434,114,725 |
| | 2021 | | | 2020 | |
Interest income | | | | | ||
Loans, including fees | | | $18,210,576 | | | $16,108,374 |
Securities | | | 685,775 | | | 984,408 |
Federal funds sold and other | | | 42,064 | | | 260,553 |
Total interest income | | | 18,938,415 | | | 17,353,335 |
Interest expense | | | | | ||
Deposits | | | 2,091,461 | | | 3,363,381 |
Borrowings | | | 224,701 | | | 413,574 |
Total interest expense | | | 2,316,162 | | | 3,776,955 |
Net interest income | | | 16,622,253 | | | 13,576,380 |
Provision for loan losses | | | 500,000 | | | 1,761,000 |
Net interest income after provision for loan losses | | | 16,122,253 | | | 11,815,380 |
Non-interest income | | | | | ||
Service charges on deposit accounts | | | 646,694 | | | 597,723 |
Secondary mortgage market fees | | | 348 | | | 28,445 |
Rental income | | | 184,698 | | | 202,433 |
Gain on sale of securities available for sale | | | — | | | 813,893 |
Gain (loss) on sale of fixed assets | | | 7,880 | | | (8,186) |
Other | | | 1,254 | | | 935 |
Total non-interest income | | | 840,874 | | | 1,635,243 |
Non-interest expense | | | | | ||
Salaries and employee benefits | | | 4,703,430 | | | 4,628,748 |
Occupancy and equipment | | | 2,170,586 | | | 2,029,058 |
Data processing | | | 973,049 | | | 883,479 |
Professional services | | | 716,623 | | | 1,051,016 |
Director fees | | | 180,000 | | | 180,000 |
Marketing | | | 125,928 | | | 112,084 |
FDIC insurance expense | | | 306,422 | | | 56,305 |
Insurance premiums | | | 99,202 | | | 100,788 |
Other real estate owned expense, net | | | 1,970 | | | 35,789 |
Core deposit intangibles amortization | | | 140,827 | | | 140,827 |
Other | | | 878,185 | | | 960,367 |
Total non-interest expense | | | 10,296,222 | | | 10,178,461 |
Income before income taxes | | | 6,666,905 | | | 3,272,162 |
Income tax expense | | | 1,500,500 | | | 1,232,500 |
Net income | | | $5,166,405 | | | $2,039,662 |
Basic earnings per share | | | $2.01 | | | $0.80 |
Diluted earnings per share | | | $2.00 | | | $0.80 |
| | 2021 | | | 2020 | |
Net income | | | $5,166,405 | | | $2,039,662 |
Other comprehensive income: | | | | | ||
Unrealized holding gains on securities: | | | | | ||
Unrealized holding gains (losses) arising during the period | | | (203,793) | | | 1,719,995 |
Reclassification adjustment for gains included in net income | | | — | | | (813,893) |
Net | | | (203,793) | | | 906,102 |
Tax effect | | | 42,796 | | | (190,281) |
Other comprehensive income after tax | | | (160,997) | | | 715,821 |
Comprehensive income | | | $5,005,408 | | | $2,755,483 |
| | Preferred Stock | | | Common Stock | | | Additional Paid-In Capital | | | Retained Earnings | | | Treasury Stock | | | Accumulated Other Comprehensive Income (Loss) | | | Total | |
Balance at July 1, 2019 | | | $— | | | $26,450 | | | $23,676,229 | | | $16,313,278 | | | $(424,384) | | | $244,830 | | | $39,836,403 |
Net income | | | — | | | — | | | — | | | 2,039,662 | | | — | | | — | | | 2,039,662 |
Other comprehensive income, net of tax | | | — | | | — | | | — | | | — | | | — | | | 715,821 | | | 715,821 |
Repurchase of treasury shares | | | — | | | — | | | — | | | — | | | (123,039) | | | — | | | (123,039) |
Issuance of stock options | | | — | | | — | | | (23,320) | | | — | | | 23,320 | | | — | | | — |
Exercise of stock options, net | | | — | | | — | | | (29,327) | | | — | | | 73,733 | | | — | | | 44,406 |
Stock-based compensation | | | — | | | — | | | 301,205 | | | — | | | — | | | — | | | 301,205 |
Balance at June 30, 2020 | | | — | | | 26,450 | | | 23,924,787 | | | 18,352,940 | | | (450,370) | | | 960,651 | | | 42,814,458 |
Net income | | | — | | | — | | | — | | | 5,166,405 | | | — | | | — | | | 5,166,405 |
Other comprehensive income, net of tax | | | — | | | — | | | — | | | — | | | — | | | (160,997) | | | (160,997) |
Repurchase of treasury shares | | | — | | | — | | | — | | | — | | | (1,061) | | | — | | | (1,061) |
Issuance of stock options | | | — | | | — | | | (18,550) | | | — | | | 18,550 | | | — | | | — |
Exercise of stock options, net | | | — | | | — | | | 238,787 | | | — | | | (233,073) | | | — | | | 5,714 |
Stock-based compensation | | | — | | | — | | | 289,481 | | | — | | | — | | | — | | | 289,481 |
Balance at June 30, 2021 | | | $— | | | $26,450 | | | $24,434,505 | | | $23,519,345 | | | $(665,954) | | | $799,654 | | | $48,114,000 |
| | 2021 | | | 2020 | |
Cash flows from operating activities | | | | | ||
Net income | | | $5,166,405 | | | $2,039,662 |
Adjustments to reconcile net loss to net cash from operating activities: | | | | | ||
Depreciation | | | 756,442 | | | 727,069 |
Deferred loan origination fees and costs | | | (109,962) | | | (6,876) |
Provision for loan losses | | | 500,000 | | | 1,761,000 |
Premium amortization on securities available for sale, net | | | 107,036 | | | 40,536 |
(Gain) on sale of securities available for sale | | | — | | | (813,893) |
(Gain) on sale of other real estate owned | | | (7,052) | | | — |
(Gain) loss on sale of fixed assets | | | (7,880) | | | 8,186 |
Accretion of discount on acquired loans | | | (166,572) | | | (277,838) |
Amortization of premium on acquired time deposits | | | — | | | (67,132) |
Amortization of core deposit intangible | | | 140,827 | | | 140,827 |
Stock-based compensation expense | | | 289,481 | | | 301,205 |
Deferred income tax expense | | | 1,500,500 | | | 1,232,500 |
Net change in: | | | | | ||
Accrued interest receivable and other assets | | | 888,306 | | | (1,408,127) |
Other accrued interest payable and liabilities | | | (98,216) | | | 175,280 |
Net cash from operating activities | | | 8,959,315 | | | 3,852,399 |
Cash flows from investing activities | | | | | ||
Proceeds from maturities of investment certificates of deposit | | | 425,000 | | | 1,413,000 |
Purchase of investment certificates of deposit | | | (245,000) | | | (245,000) |
Proceeds from maturities, calls, and pay downs of securities available for sale | | | 5,925,000 | | | 5,422,783 |
Proceeds from sales of securities available for sale | | | — | | | 18,901,419 |
Purchase of securities available for sale | | | (6,768,835) | | | (14,690,189) |
Change in loans receivable | | | (32,108,282) | | | 12,451,710 |
Purchase of loans | | | (71,902,045) | | | (51,365,813) |
Proceeds from sale of loans | | | 348 | | | 28,445 |
Purchase of Federal Home Loan Bank stock | | | (466,600) | | | — |
Proceeds from sale of premises and equipment | | | 78,180 | | | — |
Purchases of premises and equipment, net of disposals | | | (543,354) | | | (1,573,459) |
Proceeds from sale of other real estate owned | | | 303,816 | | | — |
Net cash used in investing activities | | | (105,301,772) | | | (29,657,104) |
Cash flows from financing activities | | | | | ||
Net increase in deposits | | | 92,972,637 | | | 25,442,504 |
Net proceeds of Federal Home Loan Bank advances | | | 1,000,000 | | | 4,000,000 |
Repayment of note payable | | | (750,000) | | | (3,500,000) |
Proceeds from stock option exercises, net | | | 5,714 | | | 44,406 |
Repurchase of treasury shares | | | (1,061) | | | (123,039) |
Change in advances from borrowers for taxes and insurance | | | 1,184,282 | | | 98,384 |
Net cash provided by financing activities | | | 94,411,572 | | | 25,962,255 |
Net change in cash and cash equivalents | | | (1,930,885) | | | 157,550 |
Cash and cash equivalents at beginning of the year | | | 14,763,277 | | | 14,605,727 |
Cash and cash equivalents at end of the year | | | $12,832,392 | | | $14,763,277 |
Supplemental disclosures of cash flow information | | | | | ||
Interest paid | | | $2,365,506 | | | $4,007,172 |
Income taxes paid | | | — | | | — |
Supplemental noncash disclosures | | | | | ||
Transfer from loan portfolio to other real estate owned | | | $155,800 | | | $— |
2022 | | | $492,000 |
Total | | | $492,000 |
| | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | |
2021 | | | | | | | | | ||||
Available for sale: | | | | | | | | | ||||
Corporate bonds | | | $3,347,209 | | | $51,407 | | | $— | | | $3,398,616 |
Federal National Mortgage Association | | | 9,844,033 | | | 156,267 | | | — | | | 10,000,300 |
Municipal taxable bonds | | | 17,685,384 | | | 826,743 | | | (22,196) | | | 18,489,931 |
Total | | | $30,876,626 | | | $1,034,417 | | | $(22,196) | | | $31,888,847 |
| | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | |
2020 | | | | | | | | | ||||
Available for sale: | | | | | | | | | ||||
Corporate bonds | | | $3,390,925 | | | $84,554 | | | $— | | | $3,475,479 |
Federal National Mortgage Association | | | 9,950,164 | | | 276,786 | | | — | | | 10,226,950 |
Municipal taxable bonds | | | 16,798,738 | | | 854,674 | | | — | | | 17,653,412 |
Total | | | $30,139,827 | | | $1,216,014 | | | $— | | | $31,355,841 |
| | Amortized Cost | | | Fair Value | |
Due in one year or less | | | $— | | | $— |
Due from one to five years | | | 16,115,921 | | | 16,594,244 |
Due from five to ten years | | | 8,974,357 | | | 9,431,912 |
Over ten years | | | 5,786,348 | | | 5,862,691 |
Total | | | $30,876,626 | | | $31,888,847 |
| | 2021 | | | 2020 | |
Proceeds from sales | | | $— | | | $18,901,419 |
Gross gains | | | — | | | 836,148 |
Gross losses | | | — | | | (22,255) |
| | Less Than 12 Months | | | 12 Months or More | | | Total | ||||||||||
| | Fair Value | | | Unrealized Loss | | | Fair Value | | | Unrealized Loss | | | Fair Value | | | Unrealized Loss | |
2021 | | | | | | | | | | | | | ||||||
Available for sale: | | | | | | | | | | | | | ||||||
Municipal taxable bonds | | | $1,868,122 | | | $(22,196) | | | $— | | | $— | | | $1,868,122 | | | $(22,196) |
| | $1,868,122 | | | $(22,196) | | | $— | | | $— | | | $1,868,122 | | | $(22,196) |
| | 2021 | | | 2020 | |
Real estate loans | | | | | ||
One-to-four-family | | | $195,643,418 | | | $169,290,151 |
Commercial | | | 122,211,489 | | | 97,201,373 |
Multi-family | | | 136,576,358 | | | 77,148,005 |
Total real estate loans | | | 454,431,265 | | | 343,639,529 |
Commercial loans | | | | | ||
Business loans | | | 8,939,137 | | | 15,027,752 |
Total commercial loans | | | 8,939,137 | | | 15,027,752 |
Consumer loans | | | | | ||
Home equity loans | | | 31,636 | | | 163,083 |
Other | | | 822,148 | | | 1,055,793 |
Total consumer loans | | | 853,784 | | | 1,218,876 |
Gross loans | | | 464,224,186 | | | 359,886,157 |
Allowance for loan losses | | | (3,858,124) | | | (3,150,808) |
Loans, net | | | $460,366,062 | | | $356,735,349 |
| | One-to-Four Family | | | Commercial | | | Multi- Family | | | Business Loans | | | Home Equity Loans | | | Other | | | Total | |
2021 | | | | | | | | | | | | | | | |||||||
Allowance for loan losses: | | | | | | | | | | | | | | | |||||||
Beginning balance | | | $1,183,292 | | | $1,380,789 | | | $439,929 | | | $129,222 | | | $945 | | | $16,631 | | | $3,150,808 |
Provision (credit) for loan losses | | | 86,171 | | | 532,531 | | | 387,184 | | | (511,697) | | | 14,282 | | | (8,471) | | | 500,000 |
Loans charged off | | | (172,708) | | | (93,912) | | | — | | | (185,478) | | | (13,199) | | | — | | | (465,297) |
Recoveries | | | 12,557 | | | — | | | — | | | 651,417 | | | — | | | 8,639 | | | 672,613 |
Total ending allowance balance | | | $1,109,312 | | | $1,819,408 | | | $827,113 | | | $83,464 | | | $2,028 | | | $16,799 | | | $3,858,124 |
2020 | | | | | | | | | | | | | | | |||||||
Allowance for loan losses: | | | | | | | | | | | | | | | |||||||
Beginning balance | | | $965,256 | | | $1,285,182 | | | $281,696 | | | $89,005 | | | $1,086 | | | $31,820 | | | $2,654,045 |
Provision (credit) for loan losses | | | 292,393 | | | 129,598 | | | 152,400 | | | 1,202,506 | | | (141) | | | (15,756) | | | 1,761,000 |
Loans charged off | | | (77,704) | | | (43,965) | | | — | | | (1,269,279) | | | — | | | (16,888) | | | (1,407,836) |
Recoveries | | | 3,347 | | | 9,974 | | | 5,833 | | | 106,990 | | | — | | | 17,455 | | | 143,599 |
Total ending allowance balance | | | $1,183,292 | | | $1,380,789 | | | $439,929 | | | $129,222 | | | $945 | | | $16,631 | | | $3,150,808 |
| | One-to-Four Family | | | Commercial | | | Multi- Family | | | Business Loans | | | Home Equity Loans | | | Other | | | Total | |
June 30, 2021 | | | | | | | | | | | | | | | |||||||
Allowance for loan losses: | | | | | | | | | | | | | | | |||||||
Ending allowance balance attributable to loans: | | | | | | | | | | | | | | | |||||||
Individually evaluated for impairment | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— |
Collectively evaluated for impairment | | | 1,109,312 | | | 1,819,408 | | | 827,113 | | | 83,464 | | | 2,028 | | | 16,799 | | | 3,858,124 |
Total ending allowance balance | | | $1,109,312 | | | $1,819,408 | | | $827,113 | | | $83,464 | | | $2,028 | | | $16,799 | | | $3,858,124 |
Loans: | | | | | | | | | | | | | | | |||||||
Loans individually evaluated for impairment | | | $1,879,398 | | | $321,748 | | | $— | | | $— | | | $2,535 | | | $— | | | $2,203,681 |
Loans collectively evaluated for impairment | | | 193,764,020 | | | 121,889,741 | | | 136,576,358 | | | 8,939,137 | | | 29,101 | | | 822,148 | | | 462,020,505 |
Total ending loans balance | | | $195,643,418 | | | $122,211,489 | | | $136,576,358 | | | $8,939,137 | | | $31,636 | | | $822,148 | | | $464,224,186 |
| | One-to-Four Family | | | Commercial | | | Multi- Family | | | Business Loans | | | Home Equity Loans | | | Other | | | Total | |
June 30, 2020 | | | | | | | | | | | | | | | |||||||
Allowance for loan losses: | | | | | | | | | | | | | | | |||||||
Ending allowance balance attributable to loans: | | | | | | | | | | | | | | | |||||||
Individually evaluated for impairment | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— |
Collectively evaluated for impairment | | | 1,183,292 | | | 1,380,789 | | | 439,929 | | | 129,222 | | | 945 | | | 16,631 | | | 3,150,808 |
Total ending allowance balance | | | $1,183,292 | | | $1,380,789 | | | $439,929 | | | $129,222 | | | $945 | | | $16,631 | | | $3,150,808 |
Loans: | | | | | | | | | | | | | | | |||||||
Loans individually evaluated for impairment | | | $1,529,271 | | | $249,551 | | | $— | | | $600,000 | | | $15,735 | | | $— | | | $2,394,557 |
Loans collectively evaluated for impairment | | | 167,760,880 | | | 96,951,822 | | | 77,148,005 | | | 14,427,752 | | | 147,348 | | | 1,055,793 | | | 357,491,600 |
Total ending loans balance | | | $169,290,151 | | | $97,201,373 | | | $77,148,005 | | | $15,027,752 | | | $163,083 | | | $1,055,793 | | | $359,886,157 |
| | Unpaid Principal Balance | | | Recorded Investment | | | Allowance for Loan Losses Allocated | | | Average Recorded Investment | | | Interest Income Recognized | |
2021 | | | | | | | | | | | |||||
With no related allowance recorded: | | | | | | | | | | | |||||
Real estate loans: | | | | | | | | | | | |||||
One-to-four family | | | $2,384,978 | | | $1,879,398 | | | $— | | | $1,888,649 | | | $8,197 |
Commercial | | | 559,678 | | | 321,748 | | | — | | | 317,957 | | | 2,504 |
Multi-family | | | — | | | — | | | — | | | — | | | — |
Business loans | | | 1,405,005 | | | — | | | — | | | 620,284 | | | — |
Home equity loans | | | 15,735 | | | 2,535 | | | — | | | 10,235 | | | — |
Other | | | 6,821 | | | — | | | — | | | — | | | — |
| | 4,372,216 | | | 2,203,681 | | | — | | | 2,837,124 | | | 10,701 | |
With an allowance recorded: | | | | | | | | | | | |||||
Real estate loans: | | | | | | | | | | | |||||
One-to-four family | | | — | | | — | | | — | | | — | | | — |
Commercial | | | — | | | — | | | — | | | — | | | — |
Multi-family | | | — | | | — | | | — | | | — | | | — |
Business loans | | | — | | | — | | | — | | | — | | | — |
Home equity loans | | | — | | | — | | | — | | | — | | | — |
Other | | | — | | | — | | | — | | | — | | | — |
| | — | | | — | | | — | | | — | | | — | |
Total | | | $4,372,216 | | | $2,203,681 | | | $— | | | $2,837,124 | | | $10,701 |
| | Unpaid Principal Balance | | | Recorded Investment | | | Allowance for Loan Losses Allocated | | | Average Recorded Investment | | | Interest Income Recognized | |
2020 | | | | | | | | | | | |||||
With no related allowance recorded: | | | | | | | | | | | |||||
Real estate loans: | | | | | | | | | | | |||||
One-to-four family | | | $1,893,585 | | | $1,529,271 | | | $— | | | $72,822 | | | $9,312 |
Commercial | | | 539,936 | | | 249,551 | | | — | | | 41,592 | | | 2,795 |
Multi-family | | | — | | | — | | | — | | | — | | | — |
Business loans | | | 1,762,289 | | | 600,000 | | | — | | | 300,000 | | | 3,474 |
Home equity loans | | | 15,735 | | | 15,735 | | | — | | | 15,735 | | | 178 |
Other | | | 14,192 | | | — | | | — | | | — | | | — |
| | 4,225,737 | | | 2,394,557 | | | — | | | 430,149 | | | 15,759 | |
With an allowance recorded: | | | | | | | | | | | |||||
Real estate loans: | | | | | | | | | | | |||||
One-to-four family | | | — | | | — | | | — | | | — | | | — |
Commercial | | | — | | | — | | | — | | | — | | | — |
Multi-family | | | — | | | — | | | — | | | — | | | — |
Business loans | | | — | | | — | | | — | | | — | | | — |
Home equity loans | | | — | | | — | | | — | | | — | | | — |
Other | | | — | | | — | | | — | | | — | | | — |
| | — | | | — | | | — | | | — | | | — | |
Total | | | $4,225,737 | | | $2,394,557 | | | $— | | | $430,149 | | | $15,759 |
| | 30 - 59 Days Past Due | | | 60 - 89 Days Past Due | | | Greater Than 89 Days Past Due Still on Accrual | | | Nonaccrual | | | Total Past Due and Nonaccrual | | | Loans Not Past Due | | | Total | |
2021 | | | | | | | | | | | | | | | |||||||
Real estate loans | | | | | | | | | | | | | | | |||||||
One-to-four family | | | $4,638 | | | $284,117 | | | $— | | | $1,473,280 | | | $1,762,035 | | | $193,881,383 | | | $195,643,418 |
Commercial | | | — | | | — | | | — | | | 301,637 | | | 301,637 | | | 121,909,852 | | | 122,211,489 |
Multi-family | | | — | | | 101,121 | | | — | | | — | | | 101,121 | | | 136,475,237 | | | 136,576,358 |
Commercial loans | | | | | | | | | | | | | | | |||||||
Business loans | | | — | | | — | | | — | | | — | | | — | | | 8,939,137 | | | 8,939,137 |
Consumer loans | | | | | | | | | | | | | | | |||||||
Home equity loans | | | — | | | — | | | — | | | 2,535 | | | 2,535 | | | 29,101 | | | 31,636 |
Other | | | | | — | | | — | | | — | | | — | | | 822,148 | | | 822,148 | |
Total | | | $4,638 | | | $385,238 | | | $— | | | $1,777,452 | | | $2,167,328 | | | $462,056,858 | | | $464,224,186 |
| | 30 - 59 Days Past Due | | | 60 - 89 Days Past Due | | | Greater Than 89 Days Past Due Still on Accrual | | | Nonaccrual | | | Total Past Due and Nonaccrual | | | Loans Not Past Due | | | Total | |
2020 | | | | | | | | | | | | | | | |||||||
Real estate loans | | | | | | | | | | | | | | | |||||||
One-to-four family | | | $20,934 | | | $259,017 | | | $— | | | $1,096,035 | | | $1,375,986 | | | $167,914,165 | | | $169,290,151 |
Commercial | | | — | | | 2,396,900 | | | 72,571 | | | 218,742 | | | 2,688,213 | | | 94,513,160 | | | 97,201,373 |
Multi-family | | | — | | | — | | | — | | | — | | | — | | | 77,148,005 | | | 77,148,005 |
Commercial loans | | | | | | | | | | | | | | | |||||||
Business loans | | | — | | | 85,000 | | | — | | | 600,000 | | | 685,000 | | | 14,342,752 | | | 15,027,752 |
Consumer loans | | | | | | | | | | | | | | | |||||||
Home equity loans | | | — | | | — | | | — | | | 15,735 | | | 15,735 | | | 147,348 | | | 163,083 |
Other | | | | | — | | | — | | | — | | | — | | | 1,055,793 | | | 1,055,793 | |
Total | | | $20,934 | | | $2,740,917 | | | $72,571 | | | $1,930,512 | | | $4,764,934 | | | $355,121,223 | | | $359,886,157 |
| | Pass | | | Special Mention | | | Substandard | | | Total | |
June 30, 2021 | | | | | | | | | ||||
Real estate loans | | | | | | | | | ||||
One-to-four family | | | $192,263,370 | | | $346,001 | | | $3,034,047 | | | $195,643,418 |
Commercial | | | 106,444,923 | | | 12,627,395 | | | 3,139,171 | | | 122,211,489 |
Multi-family | | | 135,542,148 | | | 1,034,210 | | | — | | | 136,576,358 |
Commercial loans | | | | | | | | | ||||
Business loans | | | 8,842,766 | | | 56,380 | | | 39,991 | | | 8,939,137 |
Consumer loans | | | | | | | | | ||||
Home equity loans | | | 29,101 | | | — | | | 2,535 | | | 31,636 |
Other | | | 822,148 | | | — | | | — | | | 822,148 |
Total | | | $443,944,456 | | | $14,063,986 | | | $6,215,744 | | | $464,224,186 |
| | Pass | | | Special Mention | | | Substandard | | | Total | |
June 30, 2020 | | | | | | | | | ||||
Real estate loans | | | | | | | | | ||||
One-to-four family | | | $163,939,682 | | | $2,002,467 | | | $3,348,002 | | | $169,290,151 |
Commercial | | | 87,240,486 | | | 3,917,832 | | | 6,043,055 | | | 97,201,373 |
Multi-family | | | 75,837,764 | | | 661,670 | | | 648,571 | | | 77,148,005 |
Commercial loans | | | | | | | | | ||||
Business loans | | | 14,254,434 | | | 85,000 | | | 688,318 | | | 15,027,752 |
Consumer loans | | | | | | | | | ||||
Home equity loans | | | 147,348 | | | — | | | 15,735 | | | 163,083 |
Other | | | 1,055,793 | | | — | | | — | | | 1,055,793 |
Total | | | $342,475,507 | | | $6,666,969 | | | $10,743,681 | | | $359,886,157 |
| | 2021 | | | 2020 | |
Beginning of the year | | | $478,153 | | | $740,330 |
Net accretion of discount to interest income | | | (166,572) | | | (277,838) |
Charge-offs on loans purchased with premiums (discount) | | | — | | | 15,661 |
End of the year | | | $311,581 | | | $478,153 |
| | 2021 | | | 2020 | |
Land | | | $3,584,731 | | | $3,584,731 |
Buildings and improvements | | | 13,493,290 | | | 13,261,257 |
Furniture and equipment | | | 3,280,192 | | | 2,577,841 |
Automobiles | | | 52,167 | | | 223,167 |
Construction in progress | | | — | | | 375,655 |
Total cost | | | 20,410,379 | | | 20,022,651 |
Less accumulated depreciation | | | (4,998,791) | | | (4,327,675) |
| | $15,411,588 | | | $15,694,976 |
2022 | | | $131,000 |
2023 | | | 133,000 |
2024 | | | 72,000 |
2025 | | | 74,000 |
2026 | | | 76,000 |
Total | | | $486,000 |
Balance Sheet Classification | | | 2021 | | | 2020 |
Right-of-use assets: | | | | | ||
Operating lease - Other assets | | | $470,000 | | | $508,000 |
Total right-of-use-assets | | | $470,000 | | | $508,000 |
Lease liabilities: | | | | | ||
Operating leases - | | | | | ||
Accrued interest payable and other liabilities | | | $470,000 | | | $508,000 |
Total lease liabilities | | | $470,000 | | | $508,000 |
2022 | | | $79,000 |
2023 | | | 69,000 |
2024 | | | 70,000 |
2025 | | | 75,000 |
2026 | | | 73,000 |
Thereafter | | | 206,000 |
Total undiscounted lease payments | | | 572,000 |
Less: imputed interest | | | 102,000 |
Net lease liabilities | | | $470,000 |
| | 2021 | | | 2020 | |
Operating lease weighted average remaining lease term (years) | | | 7.60 | | | 8.57 |
Operating lease weighted average discount rate | | | 5.30% | | | 5.35% |
| | 2021 | | | 2020 | |
| | | | |||
Beginning of year | | | $297,544 | | | $297,544 |
Loans transferred in | | | 155,800 | | | — |
Sale proceeds | | | (303,816) | | | — |
Net gain on sales | | | 7,052 | | | — |
Valuation adjustments | | | — | | | — |
End of year | | | $156,580 | | | $297,544 |
| | 2021 | | | 2020 | |
Gross carrying value | | | $1,225,421 | | | $1,225,421 |
Accumulated amortization | | | (687,242) | | | (546,415) |
| | $538,179 | | | $679,006 |
2022 | | | $140,827 |
2023 | | | 114,717 |
2024 | | | 105,997 |
2025 | | | 105,997 |
2026 | | | 70,641 |
Thereafter | | | — |
Total | | | $538,179 |
| | 2021 | | | 2020 | |
Non-interest-bearing checking | | | $86,706,496 | | | $62,057,465 |
Savings | | | 113,184,394 | | | 97,725,310 |
NOW accounts | | | 15,076,719 | | | 13,574,277 |
Money market | | | 54,806,920 | | | 49,901,563 |
| | 269,774,529 | | | 223,258,615 | |
Certificates of deposit | | | 181,982,602 | | | 133,442,151 |
Individual retirement accounts | | | 14,555,725 | | | 16,639,453 |
| | 196,538,327 | | | 150,081,604 | |
| | $466,312,856 | | | $373,340,219 |
2022 | | | $84,581,162 |
2023 | | | 29,927,890 |
2024 | | | 30,947,446 |
2025 | | | 18,647,595 |
2026 | | | 28,234,542 |
Total | | | $192,338,635 |
| | 2021 | | | 2020 | |
One year term, at a rate of 0.0%, maturing May 3, 2021 | | | $— | | | $4,000,000 |
One year term, at a rate of 0.0%, maturing May 31, 2022 | | | 5,000,000 | | | — |
Total | | | $5,000,000 | | | $4,000,000 |
| | 2021 | | | 2020 | |
3.25% amortizing note, interest rate equal to the Prime Rate less 25 basis points, floating, maturing October 19, 2023 | | | $7,000,000 | | | $7,750,000 |
Total | | | $7,000,000 | | | $7,750,000 |
| | 2021 | | | 2020 | |
Current | | | | | ||
Federal | | | $— | | | $— |
State | | | — | | | — |
| | — | | | — | |
Deferred | | | 1,500,500 | | | 1,232,500 |
| | $1,500,500 | | | $1,232,500 |
| | 2021 | | | 2020 | |
Federal net operating loss carry forward | | | $604,187 | | | $2,047,270 |
State net operating loss carry forward | | | 4,313,993 | | | 4,829,723 |
Bad debts | | | 1,040,633 | | | 898,138 |
Stock option and RRP | | | 175,035 | | | 149,437 |
Gross deferred tax assets | | | 6,133,848 | | | 7,924,568 |
Depreciation and other | | | (237,097) | | | (29,313) |
Purchase accounting adjustments | | | (284,593) | | | (282,596) |
Unrealized gain on securities available for sale | | | (212,566) | | | (255,363) |
FHLB stock dividends | | | (20,327) | | | (20,327) |
Gross deferred tax liabilities | | | (754,583) | | | (587,599) |
Valuation allowance for deferred tax assets | | | (100,000) | | | (600,000) |
Net deferred tax assets | | | $5,279,265 | | | $6,736,969 |
| | Year Ended June 30 | ||||
| | 2021 | | | 2020 | |
Income taxes computed at the statutory rate | | | $1,400,050 | | | $687,154 |
State income tax, net of federal income tax effect | | | 601,019 | | | 247,274 |
Change in valuation allowance for deferred tax assets | | | (500,000) | | | 300,000 |
Other, net | | | (569) | | | (1,928) |
Income tax expense | | | $1,500,500 | | | $1,232,500 |
| | Shares | | | Average Exercise Price | | | Weighted Average Remaining Years of Contractual Term | | | Aggregate Intrinsic Value | |
Outstanding at beginning of year | | | 60,880 | | | $8.82 | | | | | ||
Granted | | | — | | | — | | | | | ||
Exercised | | | (6,980) | | | 8.82 | | | | | ||
Forfeited or expired | | | — | | | — | | | | | ||
Outstanding at end of year | | | 53,900 | | | $8.82 | | | 4.05 | | | $589,127 |
Exercisable at end of year | | | 53,900 | | | $8.82 | | | 4.05 | | | $589,127 |
Vested or expected to vest | | | 53,900 | | | $8.82 | | | 4.05 | | | $589,127 |
| | Shares | | | Weighted Average Grant Date Fair Value | |
Non-vested at June 30, 2020 | | | 28,600 | | | $14.66 |
Granted | | | 7,000 | | | 11.65 |
Vested | | | (11,000) | | | 14.88 |
Forfeited | | | — | | | — |
Non-vested at June 30, 2021 | | | 24,600 | | | $13.81 |
| | Shares | | | Average Exercise Price | | | Weighted Average Remaining Years of Contractual Term | | | Aggregate Intrinsic Value | |
Outstanding at beginning of year | | | 76,100 | | | $14.30 | | | | | ||
Granted | | | — | | | — | | | | | ||
Exercised | | | (16,800) | | | 14.30 | | | | | ||
Forfeited or expired | | | — | | | — | | | | | ||
Outstanding at end of year | | | 59,300 | | | $14.30 | | | 7.50 | | | $342,260 |
Exercisable at end of year | | | 20,000 | | | $14.30 | | | 7.50 | | | $109,000 |
Vested or expected to vest | | | 59,300 | | | $14.30 | | | 7.50 | | | $342,260 |
| | 2021 | | | 2020 | |
Basic and diluted earnings per share | | | | | ||
Basic EPS | | | | | ||
Net income for the year ended June 30 | | | $5,166,405 | | | $2,039,662 |
Weighted average common shares outstanding | | | 2,567,573 | | | 2,556,518 |
Basic earnings per share | | | $2.01 | | | $0.80 |
Diluted EPS | | | | | ||
Net income for the year ended June 30 | | | $5,166,405 | | | $2,039,662 |
Weighted average common shares outstanding | | | 2,567,573 | | | 2,556,518 |
Add effect of assumed exercise of dilutive stock options | | | 10,959 | | | — |
Total shares – diluted EPS | | | 2,578,532 | | | 2,556,518 |
Diluted earnings per share | | | $2.00 | | | $0.80 |
| | 2021 | | | 2020 | |
Unused lines of credit | | | $22,555,000 | | | $20,354,000 |
Commitment to fund loans | | | $8,790,000 | | | $14,278,000 |
| | Actual | | | Minimum Required For Capital Adequacy Purposes | | | Minimum Required To Be Well Capitalized Under Prompt Correction Action Regulations | ||||||||||
| | Amount | | | Ratio | | | Amount | | | Ratio | | | Amount | | | Ratio | |
2021 | | | | | | | | | | | | | ||||||
Common equity tier 1 (to risk-weighted assets) | | | $48,561 | | | 13.00% | | | $16,695 | | | 4.50% | | | $24,114 | | | 6.50% |
Total capital (to risk-weighted assets) | | | 52,419 | | | 14.03 | | | 29,679 | | | 8.00 | | | 37,099 | | | 10.00 |
Tier I capital (to risk-weighted assets) | | | 48,561 | | | 13.00 | | | 22,259 | | | 6.00 | | | 29,679 | | | 8.00 |
Tier I capital (to average assets | | | 48,561 | | | 9.27 | | | 20,953 | | | 4.00 | | | 26,192 | | | 5.00 |
| | | | | | | | | | | | |||||||
2020 | | | | | | | | | | | | | ||||||
Common equity tier 1 (to risk-weighted assets) | | | $41,069 | | | 14.39% | | | $12,842 | | | 4.50% | | | $18,549 | | | 6.50% |
Total capital (to risk-weighted assets) | | | 44,220 | | | 15.50 | | | 22,829 | | | 8.00 | | | 28,537 | | | 10.00 |
Tier I capital (to risk-weighted assets) | | | 41,069 | | | 14.39 | | | 17,122 | | | 6.00 | | | 22,829 | | | 8.00 |
Tier I capital (to average assets | | | 41,069 | | | 9.94 | | | 16,531 | | | 4.00 | | | 20,663 | | | 5.00 |
| | Total | | | Fair Value Measurements at Year End Using Significant Other Observable Inputs (Level 2) | |
2021 | | | | | ||
Asset: | | | | | ||
Available for sale debt securities: | | | | | ||
Corporate bonds | | | $3,398,616 | | | $3,398,616 |
Federal National Mortgage Association | | | 10,000,300 | | | 10,000,300 |
Municipal taxable bonds | | | 18,489,931 | | | 18,489,931 |
Total | | | $31,888,847 | | | $31,888,847 |
2020 | | | | | ||
Asset: | | | | | ||
Available for sale debt securities: | | | | | ||
Corporate bonds | | | $3,475,479 | | | $3,475,479 |
Federal National Mortgage Association | | | 10,226,950 | | | 10,226,950 |
Municipal taxable bonds | | | 17,653,412 | | | 17,653,412 |
Total | | | $31,355,841 | | | $31,355,841 |
| | Total | | | Fair Value Measurements at Year End Using Significant Unobservable Inputs (Level 3) | |
2021 | | | | | ||
Other real estate owned | | | $156,580 | | | $156,580 |
2020 | | | | | ||
Other real estate owned | | | $297,544 | | | $297,544 |
| | 2021 | | | 2020 | |||||||
| | Carrying Amount | | | Fair Value | | | Carrying Amount | | | Fair Value | |
Financial assets: | | | | | | | | | ||||
Cash and cash equivalents | | | $12,832,392 | | | $12,832,392 | | | $14,763,277 | | | $14,763,277 |
Loans, net (excluding impaired at fair value) | | | 460,366,062 | | | 459,954,062 | | | 356,735,349 | | | 357,066,349 |
Accrued interest receivable | | | 2,219,654 | | | 2,219,654 | | | 1,788,867 | | | 1,788,867 |
| | | | | | | | |||||
Financial liabilities: | | | | | | | | | ||||
Deposits | | | 466,312,856 | | | 467,319,454 | | | 373,340,219 | | | 375,145,806 |
FHLB Advances | | | 5,000,000 | | | 5,000,000 | | | 4,000,000 | | | 4,000,000 |
Note payable | | | 7,000,000 | | | 7,000,000 | | | 7,750,000 | | | 7,750,000 |
Accrued interest payable | | | 43,110 | | | 43,110 | | | 92,454 | | | 92,454 |
| | Royal Savings Bank | | | Royal Financial, Inc. | | | Eliminating Entries | | | Royal Financial Inc. Consolidated | |
ASSETS | | | | | | | | | ||||
Cash and non-interest bearing balances in financial institutions | | | $3,470,428 | | | $616,707 | | | $(616,707) | | | $3,470,428 |
Interest bearing balances in financial institutions | | | 9,259,546 | | | — | | | — | | | 9,259,546 |
Federal funds sold | | | 102,418 | | | — | | | — | | | 102,418 |
Total cash and cash equivalents | | | 12,832,392 | | | 616,707 | | | (616,707) | | | 12,832,392 |
| | | | | | | | |||||
Investment certificates of deposit | | | 492,000 | | | — | | | — | | | 492,000 |
Securities available for sale | | | 31,888,847 | | | — | | | — | | | 31,888,847 |
Investment in subsidiary | | | — | | | 53,209,560 | | | (53,209,560) | | | — |
Loans receivable, net | | | 460,366,062 | | | — | | | — | | | 460,366,062 |
Federal Home Loan Bank stock, at cost | | | 1,302,900 | | | — | | | — | | | 1,302,900 |
Premises and equipment, net | | | 15,411,588 | | | — | | | — | | | 15,411,588 |
Accrued interest receivable | | | 2,219,654 | | | — | | | — | | | 2,219,654 |
Other real estate owned | | | 156,580 | | | — | | | — | | | 156,580 |
Deferred tax asset | | | 3,903,940 | | | 1,375,325 | | | — | | | 5,279,265 |
Core deposit intangibles | | | 538,179 | | | — | | | — | | | 538,179 |
Goodwill | | | 1,755,189 | | | — | | | | | 1,755,189 | |
Other assets | | | 1,461,400 | | | 43,914 | | | (25,000) | | | 1,480,314 |
Total assets | | | $532,328,731 | | | $55,245,506 | | | $(53,851,267) | | | $533,722,970 |
| | | | | | | | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | ||||
Deposits | | | $466,929,563 | | | $— | | | $(616,707) | | | $466,312,856 |
Advances from borrowers for taxes and insurance | | | 6,060,645 | | | — | | | — | | | 6,060,645 |
Notes payable | | | — | | | 7,000,000 | | | — | | | 7,000,000 |
Federal Home Loan Bank Advances | | | 5,000,000 | | | — | | | — | | | 5,000,000 |
Accrued interest payable and other liabilities | | | 1,128,963 | | | 131,506 | | | (25,000) | | | 1,235,469 |
Total liabilities | | | 479,119,171 | | | 7,131,506 | | | (641,707) | | | 485,608,970 |
| | | | | | | | |||||
Stockholders’ equity | | | | | | | | | ||||
Preferred stock | | | — | | | — | | | — | | | — |
Common stock | | | 100 | | | 26,450 | | | (100) | | | 26,450 |
Additional paid-in capital | | | 34,904,124 | | | 24,434,505 | | | (34,904,124) | | | 24,434,505 |
Retained earnings | | | 17,505,682 | | | 23,519,345 | | | (17,505,682) | | | 23,519,345 |
Treasury stock, at cost | | | — | | | (665,954) | | | — | | | (665,954) |
Accumulated other comprehensive income (loss), net of tax | | | 799,654 | | | 799,654 | | | (799,654) | | | 799,654 |
Total stockholders’ equity | | | 53,209,560 | | | 48,114,000 | | | (53,209,560) | | | 48,114,000 |
| | | | | | | | |||||
Total liabilities and stockholders’ equity | | | $532,328,731 | | | $55,245,506 | | | $(53,851,267) | | | $533,722,970 |
| | Royal Savings Bank | | | Royal Financial, Inc. | | | Eliminating Entries | | | Royal Financial Inc. Consolidated | |
Interest income | | | | | | | | | ||||
Loans, including fees | | | $18,210,576 | | | $— | | | $— | | | $18,210,576 |
Securities | | | 685,775 | | | — | | | — | | | 685,775 |
Federal funds sold and other | | | 42,064 | | | — | | | — | | | 42,064 |
Total interest income | | | 18,938,415 | | | — | | | — | | | 18,938,415 |
Interest expense | | | | | | | | | ||||
Deposits | | | 2,091,461 | | | — | | | — | | | 2,091,461 |
Borrowings | | | 859 | | | 223,842 | | | — | | | 224,701 |
Total interest expense | | | 2,092,320 | | | 223,842 | | | — | | | 2,316,162 |
| | | | | | | | |||||
Net interest income | | | 16,846,095 | | | (223,842) | | | — | | | 16,622,253 |
Provision for loan losses | | | 500,000 | | | — | | | — | | | 500,000 |
Net interest income after provision for loan losses | | | 16,346,095 | | | (223,842) | | | — | | | 16,122,253 |
| | | | | | | | |||||
Non-interest income | | | | | | | | | ||||
Service charges on deposit accounts | | | 646,694 | | | — | | | — | | | 646,694 |
Secondary mortgage market fees | | | 348 | | | — | | | — | | | 348 |
Rental income | | | 184,698 | | | — | | | — | | | 184,698 |
Gain on sale of securities | | | — | | | — | | | — | | | — |
Gain on sale of fixed assets | | | 7,880 | | | — | | | — | | | 7,880 |
Dividend income from subsidiary | | | — | | | 409,000 | | | (409,000) | | | — |
Equity in undistributed earnings | | | — | | | 5,141,419 | | | (5,141,419) | | | — |
of subsidiary | | | — | | | | | | | — | ||
Other | | | 1,254 | | | — | | | — | | | 1,254 |
Total non-interest income | | | 840,874 | | | 5,550,419 | | | (5,550,419) | | | 840,874 |
Non-interest expense | | | | | | | | | ||||
Salaries and employee benefits | | | 4,692,476 | | | 10,954 | | | — | | | 4,703,430 |
Occupancy and equipment | | | 2,168,186 | | | 2,400 | | | — | | | 2,170,586 |
Data processing | | | 973,049 | | | — | | | — | | | 973,049 |
Professional services | | | 433,688 | | | 282,935 | | | — | | | 716,623 |
Director fees | | | 163,200 | | | 16,800 | | | — | | | 180,000 |
Marketing | | | 125,928 | | | — | | | — | | | 125,928 |
FDIC insurance expense | | | 306,422 | | | — | | | — | | | 306,422 |
Insurance premiums | | | 99,202 | | | — | | | — | | | 99,202 |
Other real estate expenses, net | | | 1,970 | | | — | | | — | | | 1,970 |
Core deposit intangibles amortization | | | 140,827 | | | — | | | — | | | 140,827 |
Other | | | 878,102 | | | 83 | | | — | | | 878,185 |
Total non-interest expense | | | 9,983,050 | | | 313,172 | | | — | | | 10,296,222 |
| | | | | | | | |||||
Income before income taxes | | | 7,203,919 | | | 5,013,405 | | | (5,550,419) | | | 6,666,905 |
Income tax expense (benefit) | | | 1,653,500 | | | (153,000) | | | — | | | 1,500,500 |
Net income | | | $5,550,419 | | | $5,166,405 | | | $(5,550,419) | | | $5,166,405 |
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| | | | | |
Term | | | Section |
1933 Act | | | Section 6.02(a) |
1934 Act | | | Section 3.03(d) |
Acquisition Agreement | | | Section 5.06(c) |
Acquisition Proposal | | | Section 5.06(e) |
Adjusted Stock Consideration | | | Exhibit 7.01(m) |
Adjusted Stock Price | | | Exhibit 7.01(m) |
Adverse Recommendation Change | | | Section 5.06(c) |
Adverse Recommendation Change Notice | | | Section 5.06(c) |
Agreed Director | | | Section 1.01(b) |
Agreement | | | Preamble |
Antitakeover Provision | | | Section 3.14 |
Average FNWD Closing Price | | | Exhibit 7.01(m) |
Bank Merger | | | Section 1.05 |
BHC Act | | | Recitals |
Boenning | | | Section 3.22 |
BSA/AML Law | | | Section 3.30 |
Cash Adjustment Amount | | | Exhibit 7.01(m) |
Cash Consideration | | | Section 2.01 |
Cash Conversion Number | | | Section 2.01 |
Cash Election | | | Section 2.02(a) |
Cash Election Shares | | | Section 2.02(a) |
Cash/Stock Consideration | | | Section 2.02(a) |
Change in Control Payments | | | Section 5.19 |
CIBC LOC | | | Section 5.16 |
Closing | | | Section 10.01 |
Closing Date | | | Section 10.01 |
Closing Shares Amount | | | Exhibit 7.01(m) |
COBRA | | | Section 5.15(b) |
Confidentiality Agreement | | | Section 11.08 |
Code | | | Section 1.03 |
Data Processing Agreement | | | Section 7.01(l) |
DGCL | | | Section 1.06 |
Department | | | Section 3.15(a)(i) |
Designated Environmental Consultant | | | Section 5.12(a) |
Determination Date | | | Section 8.01(i) |
Dispute Matters | | | Section 7.01(j)(ii) |
Dissenting Shares | | | Section 1.06 |
Election Deadline | | | Section 2.02(b) |
Election Form | | | Section 2.02(a) |
Employee Agreements | | | Section 3.16 |
Employment Agreement | | | Section 5.19 |
Environmental Cost Notice | | | Section 5.12(b) |
Environmental Cost Objection | | | Section 5.12(b) |
Environmental Laws | | | Section 3.11(c) |
Environmental Liabilities | | | Section 5.12(b) |
Equity Shortfall | | | Exhibit 7.01(m) |
ERISA | | | Section 3.15(a) |
ERISA Affiliate | | | Section 3.15(a) |
Estimated Clean-up Costs | | | Section 5.12(b) |
Term | | | Section |
Exchange Agent | | | Section 2.02(a) |
Exchange Ratio | | | Section 2.01 |
Exempt Employees | | | Section 5.15(b) |
Exempt RYFL Stock | | | Section 2.01 |
Existing Policy | | | Section 6.06(b) |
Fill Option | | | Section 8.01(i) |
Final Index Price | | | Section 8.01(i) |
Final Price | | | Section 8.01(i) |
First Trigger Fill | | | Section 8.01(i) |
FNWD | | | Preamble |
FNWD Disclosure Schedule | | | Article IV, 1st paragraph |
FNWD Financial Statements | | | Section 4.07(a) |
FNWD IT Assets | | | Section 4.20 |
FNWD Market Value | | | Section 8.01(i) |
FNWD Regulatory Agreement | | | Section 4.22 |
FNWD Stockholders’ Meeting | | | Section 6.03 |
FRB | | | Recitals |
GAAP | | | Article III, 3rd paragraph |
Governmental Authority | | | Section 5.13 |
IBCL | | | Section 1.01(a) |
Independent Environmental Consultant | | | Section 5.12(b) |
Index | | | Section 8.01(i) |
Initial Index Price | | | Section 8.01(i) |
Initial Price | | | Section 8.01(i) |
Investigation Period | | | Section 5.12(a) |
Joint Proxy Statement | | | Section 6.02(a) |
Joint Proxy Statement/Prospectus | | | Section 6.02(a) |
knowledge (relating to FNWD) | | | Article IV, 3rd paragraph |
knowledge (relating to RYFL) | | | Article III, 3rd paragraph |
Law | | | Section 3.05(a) |
Loan(s) | | | Section 5.03(a)(iv) |
Loan Termination Documents | | | Section 5.16 |
Mailing Date | | | Section 2.02(a) |
Material Adverse Effect on FNWD | | | Article IV, 2nd paragraph |
Material Adverse Effect on RYFL | | | Article III, 2nd paragraph |
Material Contracts | | | Section 3.09(a) |
Maximum Amount | | | Section 6.06(b) |
Merger | | | Section 1.01(a) |
Merger Consideration | | | Section 2.01 |
Mixed Election | | | Section 2.02(a) |
Mutual Termination of Employment Agreement | | | Section 5.19 |
NASDAQ | | | Section 6.02(c) |
Non-Election | | | Section 2.02(a) |
Non-Election Shares | | | Section 2.02(a) |
Non-Exempt Employees | | | Section 5.15(b) |
Non-Retained Employees | | | Section 5.15(b) |
Odd-Lot Holders | | | Section 2.01 |
Offered Employee | | | Section 5.20 |
Old Certificate | | | Section 2.06(a) |
Option Cancellation Agreement | | | Section 2.03(a) |
Term | | | Section |
OREO | | | Section 3.11(a) |
Outside Date | | | Section 8.01(b)(iii) |
Payoff Amount | | | Section 5.16 |
Payoff Date | | | Section 5.16 |
Peoples Bank | | | Recitals |
Peoples Bank 401(k) Plan | | | Section 5.17(e) |
Person | | | Sections 2.06(f), 5.06(e) |
Plan Termination Date | | | Section 5.17(b) |
Prospectus | | | Section 6.02(a) |
Qualifying Termination Event | | | Section 6.04(i) |
Registration Statement | | | Section 6.02(a) |
Regulatory Approvals | | | Section 7.01(e) |
Related Agreements | | | Section 11.07 |
Release Agreement | | | Section 5.15(b) |
Replacement Policy | | | Section 6.06(b) |
Retained Employees | | | Section 5.15(b) |
Royal Bank | | | Recitals |
RYFL | | | Preamble |
RYFL 401(k) Plan | | | Section 5.17(a) |
RYFL 2018 Equity Plan | | | Section 2.03(a) |
RYFL Adjusted Consolidated Stockholders’ Equity | | | Section 7.01(m) |
RYFL Common Stock | | | Section 1.02 |
RYFL Disclosure Schedule | | | Article III, 1st paragraph |
RYFL Equity Plans | | | Section 2.03(a) |
RYFL Financial Statements | | | Section 3.08(a) |
RYFL Indemnified Party | | | Section 6.06(a) |
RYFL IT Assets | | | Section 3.28 |
RYFL Option Plan | | | Section 2.03(a) |
RYFL Options | | | Section 2.03(a) |
RYFL Plan(s) | | | Section 3.15(a) |
RYFL Regulatory Agreement | | | Section 3.31 |
RYFL Restricted Stock Award | | | Section 2.03(b) |
RYFL Severance Benefits Plan | | | Section 5.15(b) |
RYFL Stockholders’ Meeting | | | Section 5.01 |
Sarbanes-Oxley Act | | | Section 3.05(c) |
SEC | | | Section 4.17 |
Second Trigger Fill | | | Section 8.01(i) |
Second Trigger Price | | | Section 8.01(i) |
SEC Reports | | | Section 4.17 |
Shortfall Number | | | Section 2.02(c)(ii) |
Standard Permitted Exceptions | | | Section 3.11(b) |
Stock Consideration | | | Section 2.01 |
Stock Conversion Number | | | Section 2.01 |
Stock Election | | | Section 2.02(a) |
Stock Election Number | | | Section 2.02(a) |
Stock Election Shares | | | Section 2.02(a) |
Subsequent RYFL Financial Statements | | | Section 5.11 |
Subsidiaries (relating to FNWD) | | | Article IV, 3rd paragraph |
Subsidiaries (relating to RYFL) | | | Article III, 3rd paragraph |
Superior Proposal | | | Section 5.06(f) |
Term | | | Section |
Surviving Bank | | | Section 1.05 |
Surviving Corporation | | | Section 1.01(a) |
Termination Fee | | | Section 8.02(b) |
Unpermitted Exceptions | | | Section 3.11(b) |
Voting Agreement | | | Recitals |
If to FNWD: | | | with a copy (which shall not constitute notice) to: | ||||||
| | | | | | ||||
| | Finward Bancorp 9204 Columbia Avenue Munster, IN 46321 Attn: Benjamin J. Bochnowski President and CEO | | | | | Barnes & Thornburg LLP 11 South Meridian Street Indianapolis, IN 46204-3535 Attn: David P. Hooper | ||
| | | | | | ||||
And | | | | | |||||
| | | | | | ||||
If to RYFL: | | | with a copy (which shall not constitute notice) to: | ||||||
| | | | | | ||||
| | Royal Financial, Inc. 9226 Commercial Avenue Chicago, IL 60617 Attn: Leonard S. Szwajkowski President and CEO | | | | | Howard & Howard Attorneys PLLC 200 S. Michigan Avenue Suite 1100 Chicago, IL 60604 Attn: Mark Ryerson |
| | Finward Bancorp | ||||
| | | | |||
| | By: | | | /s/ Benjamin J. Bochnowski | |
| | | | Benjamin J. Bochnowski, President & CEO |
| | Royal Financial, Inc. | ||||
| | | | |||
| | By: | | | /s/ Leonard S. Szwajkowski | |
| | | | Leonard S. Szwajkowski, President & CEO |
Exhibit 1.05 | | | Bank Merger Agreement |
| | ||
Exhibit 2.03(a) | | | Option Cancellation Agreement |
| | ||
Exhibit 5.01 | | | Form of Voting Agreement |
| | ||
Exhibit 5.19 | | | Form of Mutual Termination of Employment Agreement |
| | ||
Exhibit 7.01(m) | | | RYFL Adjusted Consolidated Stockholders’ Equity Price Adjustment |
Peoples Bank | | | Royal Savings Bank | ||||||
| | | | | | ||||
By: | | | | | By: | | | ||
Printed: | | | Benjamin J. Bochnowski | | | Printed: | | | Leonard S Szwajkowski |
Title: | | | President and CEO | | | Title: | | | President and CEO |
| | Optionholder | |
| | ||
| | Signature | |
| | ||
| | Name Printed |
| | Finward Bancorp | ||||
| | | | |||
| | By: | | | ||
| | Printed: | | | ||
| | Title: | | |
| Date of Grant: | | | No. of Options: | | | Exercise Price: | | | Amount of Payment at Closing Date | |
| | | | | $ | | | $ | | ||
| | | | | $ | | | $ | | ||
| | | | | $ | | | $ | | ||
| | | | | $ | | | $ | | ||
| | | | | $ | | | $ | | ||
| Total | | | | | N/A | | | $ | |
| | ||
| | (32,763 shares) | |
James A. Fitch, Jr. | | | |
Chairman of the Board | | | |
| | ||
| | (28,582 shares) | |
John T. Dempsey | | | |
Director | | | |
| | ||
| | (8,340 shares) | |
Roger L. Hupe | | | |
Director | | | |
| | ||
| | (17,755 shares) | |
C. Michael McLaren | | | |
Director | | | |
| | ||
| | (67,000 shares) | |
Leonard S. Szwajkowski | | | |
Director, President, and Chief Executive Officer | | | |
| | ||
| | (250,249 shares) | |
Philip J. Timyan | | | |
Director | | | |
| | ||
| | (43,400 shares) | |
Robert W. Youman | | | |
Director | | |
| | (26,605 shares) | |
Andrew Morua | | | |
Senior Vice President, Chief Lending Officer | | |
If to the Executive: | | | If to RYFL or Royal Bank: |
At the Executive’s last known address on file with Royal Bank | | | Attn: Chairman of the Board 9226 Commercial Avenue Chicago, Illinois 60617 |
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| | If to FNWD or Peoples Bank Attn: Chief People Officer 9204 Columbia Avenue Munster, Indiana 46321 |
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Royal Financial, Inc. | | | Royal Savings Bank | ||||||
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By: | | | | | By: | | | ||
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Its: | | | | | Its: | | | ||
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Finward Bancorp | | | Peoples Banks | ||||||
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By: | | | | | By: | | | ||
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Its: | | | | | Its: | | |
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Name | | | | | Date |
| | Sincerely, | |
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| | Boenning & Scattergood, Inc. |
(i) | reviewed certain publicly available financial statements and reports regarding the Company and the Counterparty; |
(ii) | reviewed certain audited financial statements and management reports regarding the Company and the Counterparty; |
(iii) | reviewed certain internal financial statements and other financial and operating data concerning the Company and the Counterparty prepared by management of the Company and Counterparty, respectively; |
(iv) | reviewed, on a pro forma basis, in reliance upon financial projections and other information and assumptions concerning the Company provided by the management team of the Company, the effect of the Transaction on the balance sheet, capitalization ratios, earnings and book value both in the aggregate and, where applicable, on a per share basis of the Company; |
(v) | reviewed the reported prices and trading activity for the common stock of the Company and the Counterparty; |
(vi) | compared the financial performance of the Company and the Counterparty with that of certain other publicly-traded companies and their securities that we deemed relevant to our analysis of the Transaction; |
(vii) | reviewed the financial terms, to the extent publicly available, of certain merger or acquisition transactions that we deemed relevant to our analysis of the Transaction; |
(viii) | reviewed the most recent draft of the Agreement and related documents provided to us by the Company; |
(ix) | discussed with management of the Company and the Counterparty the operations of and future business prospects for the Company and the Counterparty and the anticipated financial consequences of the Transaction to the Company and the Counterparty; |
(x) | assisted in your deliberations regarding the material terms of the Transaction and your negotiations with the Counterparty; and |
(xi) | performed such other analyses and provided such other services as we have deemed appropriate. |
/s/ James A. Fitch, Jr. | | | (32,763 shares) |
James A. Fitch, Jr. Chairman of the Board | | | |
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/s/ John T. Dempsey | | | (28,582 shares) |
John T. Dempsey Director | | | |
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/s/ Roger L. Hupe | | | (8,340 shares) |
Roger L. Hupe Director | | | |
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/s/ C. Michael McLaren | | | (17,755 shares) |
C. Michael McLaren Director | | | |
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/s/ Leonard S. Szwajkowski | | | (67,000 shares) |
Leonard S. Szwajkowski Director, President, and Chief Executive Officer | | | |
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/s/ Philip J. Timyan | | | (250,249 shares) |
Philip J. Timyan Director | | | |
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/s/ Robert W. Youman | | | (43,400 shares) |
Robert W. Youman Director | | |
/s/ Andrew Morua | | | (26,605 shares) |
Andrew Morua Senior Vice President, Chief Lending Officer | | |
Item 20. | Indemnification of Directors and Officers. |
Item 21. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits |
| | Agreement and Plan of Merger dated July 28, 2021 by and among Finward Bancorp and Royal Financial, Inc. (included as Appendix A to this proxy statement/prospectus). | |
3.1 | | | Articles of Incorporation of NorthWest Indiana Bancorp (n/k/a Finward Bancorp) (incorporated herein by reference to Exhibit 3(i) to Finward’s Registration Statement on Form S-4 filed March 3, 1994 (File No. 33-76038)). |
| | Articles of Amendment of the Articles of Incorporation of NorthWest Indiana Bancorp (n/k/a Finward Bancorp) dated May 13, 2021 (incorporated herein by reference to Exhibit 3.1 of Finward’s Current Report on Form 8-K filed with the SEC on May 18, 2021). | |
| | Amended and Restated By-Laws of Finward Bancorp (Amended and Restated as of May 24, 2021) (incorporated herein by reference to Exhibit 3.2 of Finward’s Current Report on Form 8-K filed with the SEC on May 24, 2021). | |
| | Opinion of Barnes & Thornburg LLP regarding legality of the securities being registered. | |
| | Opinion of Barnes & Thornburg LLP regarding certain tax matters. | |
| | Opinion of Howard & Howard Attorneys PLLC regarding certain tax matters. | |
| | Voting Agreement dated July 28, 2021 (included as Appendix D to this joint proxy statement/prospectus). | |
| | Subsidiaries of Finward Bancorp (incorporated herein by reference to Exhibit 21 of Finward’s Annual Report on Form 10-K for the year ended December 31, 2020). | |
| | Consent of Plante & Moran, PLLC. | |
| | Consent of Crowe LLP. | |
23.3 | | | |
| | Consent of Howard & Howard Attorneys PLLC (included in Exhibit 8.2). | |
| | Powers of Attorney. | |
| | Form of Finward Bancorp proxy card. | |
| | Form of Royal Financial, Inc. proxy card. | |
| | Consent of Boenning & Scattergood, Inc. | |
| | Consent of Stephens Inc. | |
| | Consent of Robert W. Youman. |
(b) | Financial Statement Schedules |
(c) | Reports, Opinions, or Appraisals |
Item 22. | Undertakings. |
(a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(1) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. |
(2) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from |
(3) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(b) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(d) | For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(e) | That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(f) | That every prospectus (1) that is filed pursuant to paragraph (e) immediately preceding, or (2) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(g) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 20 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
(h) | To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
(i) | To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
| | FINWARD BANCORP | ||||
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| | By: | | | /s/ Benjamin J. Bochnowski | |
| | | | Benjamin J. Bochnowski | ||
| | | | President and Chief Executive Officer |
SIGNATURE | | | TITLE(S) | | | DATE |
/s/ Benjamin J. Bochnowski | | | President, Chief Executive Officer (Principal Executive Officer) and Director | | | October 26, 2021 |
Benjamin J. Bochnowski | | | ||||
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/s/ Peymon S. Torabi | | | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | | | October 26, 2021 |
Peymon S. Torabi | | | ||||
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/s/ David A. Bochnowski | | | Executive Chairman of the Board | | | October 26, 2021 |
David A. Bochnowski | | | | | ||
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/s/ Edward J. Furticella | | | Director | | | October 26, 2021 |
Edward J. Furticella | | | | | ||
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/s/ Joel Gorelick | | | Director | | | October 26, 2021 |
Joel Gorelick | | | | | ||
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/s/ Kenneth V. Krupinski | | | Director | | | October 26, 2021 |
Kenneth V. Krupinski | | | | | ||
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/s/ Anthony M. Puntillo | | | Director | | | October 26, 2021 |
Anthony M. Puntillo | | | | | ||
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/s/ James L. Wieser | | | Director | | | October 26, 2021 |
James L. Wieser | | | | | ||
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/s/ Donald P. Fesko | | | Director | | | October 26, 2021 |
Donald P. Fesko | | | | | ||
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/s/ Amy W. Han | | | Director | | | October 26, 2021 |
Amy W. Han | | | | | ||
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/s/ Danette Garza | | | Director | | | October 26, 2021 |
Danette Garza | | | | | ||
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/s/ Robert E. Johnson, III | | | Director | | | October 26, 2021 |
Robert E. Johnson, III | | | | |