Second Step
Conversion and Offering March 2010 Issuer Free Writing Prospectus Dated March 22, 2010 Filed Pursuant to Rule 433 Registration Statement No. 333-163790 |
Offering
Summary Stifel, Nicolaus & Company, Incorporated Bookrunner: D.A. Davidson & Co. Co-Manager: Early April 2010 Expected Close / Pricing: $250,000 / $500,000 Maximum Purchase Limitations: (Individual / Group) $33.8 million - $45.7 million Pro Forma Market Value: Yet to be announced Subscription & Community Results: $20.4 million - $27.6 million(2) Gross Proceeds: 2,040,000 2,760,000(2) Shares Offered: $10.00 Price Per Share: Nasdaq Global Market / EBMT(1) Listing / Ticker: Eagle Bancorp Montana, Inc. Issuer: (1) For the first twenty trading days, shares will trade under the symbol EBMTD (2) Based on the range from the minimum to the maximum of the independent valuation appraisal 2 |
Forward-Looking Statements This presentation contains forward-looking statements, which can be identified by the use of words such as estimate, project, believe, intend, anticipate, plan, seek, expect and words of similar meaning. These forward-looking statements include, but are not limited
to: statements of our goals, intentions and expectations; statements regarding our business plans, prospects, growth and operating strategies; statements regarding the asset quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits. These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition,
these forward-looking statements are subject to assumptions with respect to future
business strategies and decisions that are subject to change. The following factors,
among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward- looking statements: changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; general economic conditions, either nationally or in our market areas, that are worse than expected; competition among depository and other financial institutions; inflation and changes in the interest rate environment that reduce our margins or reduce the fair
value of financial instruments; adverse changes in the securities markets; our ability to enter new markets successfully and capitalize on growth opportunities; our ability to successfully integrate acquired entities, if any; changes in consumer spending, borrowing and savings habits; changes in our organization, compensation and benefit plans; our ability to continue to increase and manage our commercial and residential real estate,
multi-family, and commercial and industrial loans; possible impairments of
securities held by us, including those issued by government entities and government sponsored enterprises; the level of future deposit premium assessments; the impact of the current recession on our loan portfolio (including cash flow and collateral values), investment portfolio, customers and capital market activities; the impact of the current governmental effort to restructure the U.S. financial and regulatory
system; changes in the financial performance and/or condition of our borrowers;
and the effect of changes in accounting policies and practices, as may be adopted by the
regulatory agencies, as well as the Securities and Exchange Commission, the Public
Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters. Because of these and other uncertainties, our actual future results may be materially different
from the results indicated by these forward-looking statements. Please
see Risk Factors beginning on page 14 of the prospectus. 3 |
4 This presentation is for informational purposes only and does not constitute an offer to sell nor a
solicitation of an offer to buy shares of common stock of Eagle Bancorp Montana,
Inc. The offer is made only by the prospectus, as supplemented. Please refer to the prospectus dated February 16, 2010. The shares of common stock of Eagle Bancorp Montana, Inc. are not deposits or savings accounts
and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. Eagle Bancorp Montana, Inc. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for
more complete information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866.699.6332. |
Summary Mechanics
of a Second Step Conversion Eagle Financial MHC (own 60.4% of common stock) Public Stockholders (own 39.6% of common stock) Eagle Bancorp American Federal Savings Bank Current Structure Public Stockholders (own 100% of common stock) Eagle Bancorp Montana, Inc. American Federal Savings Bank Structure Following the Conversion and Offering 5 |
Rationale for the
Conversion and Offering To support continued organic growth in the communities that we serve To bolster our capital position To pursue potential acquisition opportunities To create more liquidity in our common stock 6 |
Investment
Highlights Opportunity to invest in a profitable, growing franchise that has been a long-time operator in a stable market area Consistently strong asset quality profile Experienced management team with a demonstrated ability to generate shareholder value Attractive footprint in stable, growing communities Unemployment rate lower than national average Stable employment sectors Favorable growth trends in key markets Attractive dividend yield Our quarterly cash dividend upon completion of the offering and reorganization will provide a 2.8% yield at the midpoint 7 |
Corporate
Overview |
Corporate
Overview American Federal Savings Bank is a federally-chartered savings bank headquartered in Helena, Montana We currently conduct business through seven branches located in Lewis and Clark, Silver Bow, Gallatin and Broadwater counties in Montana Branches in Helena, Butte, Bozeman and Townsend, Montana Core lines of business include: Retail lending Commercial lending Deposit products and services Mortgage servicing Eagle Bancorp had assets of $306.1 million, net loans of $171.3 million, deposits of $202.2 million and shareholders equity of $30.3 million as of December 31, 2009 9 |
Branch Map
10 Corporate & Main Office 1400 Prospect Avenue Helena, MT 59601 Branch Offices Helena Downtown 28 Neill Avenue Helena Skyway 2090 Cromwell Dixon Lane Townsend 416 Broadway Street Bozeman 606 North Seventh Avenue 1455 West Oak Street Butte 3401 Harrison Avenue |
Bank failure information available since October 1, 2000 per the FDIC Market Area Overview Headquartered in Helena, Montanas capital Healthy economic climate 6.8% unemployment rate in Montana versus 9.7% for the nation There have been no bank failures in the state of Montana in recent years Stable employment sectors State and Federal government Medical / healthcare services Financial and professional services Trade center activities Favorable growth characteristics in some of our markets Projected population growth in Helena and Bozeman MSAs expected to exceed projected growth rates of both the state of Montana and the United States 11 55% 25% 20% Helena Butte-Silver Bow Bozeman Source: SNL Financial, FDIC Unemployment data as of January 2010, seasonally adjusted Deposit Composition by MSA as of December 31, 2009 |
Business
Strategy 12 Continue to diversify our loan portfolio into commercial real estate Attract and retain lower-cost core deposits Expand our franchise through selective acquisitions and branch additions Maintain high asset quality levels Continue to operate as a community-oriented financial institution |
Experienced Board
& Management 13 Name Age Positions Held in Eagle Bancorp Director Since Don O. Campbell 76 Vice Chairman 1994 Lynn E. Dickey 63 Director 2005 Larry A. Dreyer 64 Chairman 1990 Rick F. Hays 57 Director 2007 Peter J. Johnson 52 Director 2007 James A. Maierle 62 Director 1997 Thomas J. McCarvel 60 Director 1998 Board of Directors Years at Executive Management Age Title Eagle Peter J. Johnson 52 President and Chief Executive Officer 28 Clinton J. Morrison 39 SVP and Chief Financial Officer 8 Michael C. Mundt 55 SVP and Chief Lending Officer 21 Robert M. Evans 61 SVP and Chief Information Officer 24 Rachel R. Amdahl 41 SVP/Operations 22 |
Financial
Highlights |
Balance Sheet
Growth 15 Consistent balance sheet growth over the past several years $206,414 $226,178 $244,686 $279,907 $289,709 $306,108 $174,342 $172,497 $179,647 $178,851 $187,199 $202,223 $0 $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 6/30/2005 6/30/2006 6/30/2007 6/30/2008 6/30/2009 12/31/2009 Assets Deposits Dollars in thousands |
Loan
Composition 16 Recent emphasis on higher-yielding commercial products This initiative has been a key component in driving our margin expansion over the past several years Margin expanded from 3.06% for the year ended June 30, 2007 to 3.55% for the six months ended December 31, 2009 Loan Portfolio Composition 12/31/2009 Loan Portfolio Composition Over Time 53% 54% 52% 51% 47% 45% 19% 19% 20% 21% 26% 28% 10% 20% 30% 40% 50% 60% 6/30/05 6/30/06 6/30/07 6/30/08 6/30/09 12/31/09 1-4 Family Commercial Commercial RE & Land, 23% Home Equity, 17% Commercial Business, 5% Consumer, 6% 1-4 Family, 45% RE Construction, 5% Commercial loans comprised of Commercial RE & Land and Commercial Business loans
|
Deposit
Composition 17 Deposit Composition 12/31/2009 Attractive funding base with checking, savings and NOW accounts representing approximately 42% of total deposits For the quarter ended December 31, 2009 the combined average cost of deposits was 1.18% NOW & Int. Bearing Checking, 19% Money Market, 13% Certificates of Deposit, 46% Noninterest Checking, 9% Statement Savings, 14% |
Disciplined
Credit Culture 18 Non-Performing Assets / Total Assets 0.24% 0.20% 0.09% 0.01% 0.43% 0.75% 0.40% 0.30% 0.49% 0.58% 1.11% 1.46% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60% 6/30/2005 6/30/2006 6/30/2007 6/30/2008 6/30/2009 12/31/2009 EBMT High Performance Peer Median Credit Quality Trends December 31, 2005 2006 2007 2008 2009 2009 NPLs / Net Loans 0.47% 0.33% 0.13% 0.02% 0.75% 1.25% NPAs / Assets 0.24% 0.20% 0.09% 0.01% 0.43% 0.75% Allowance / Net Loans 0.54% 0.38% 0.33% 0.18% 0.31% 0.41% Charge-Offs / Average Loans, net -0.05% -0.02% -0.01% -0.03% -0.02% 0.08% At June 30, High performance peer group includes institutions located in the West (excluding California) and
Mid-West with assets between $200 million and $1.0 billion and NPAs/assets less than 2.0% Information for December 31, 2009 represents data for the 6 months ended December 31, 2009,
annualized where appropriate Source: SNL Financial, where data was available
|
Consistent
Profitability 19 ROAA ROAE Net Interest Margin Efficiency Ratio EBMT High Performance Peer Median Source: SNL Financial, where data was available Represents data for the 6 months ended December 31, 2009, annualized where appropriate 0.75% 0.84% 1.00% 0.96% 0.91% 0.72% 0.83% 0.94% 0.83% 0.86% 0.84% 0.77% 0.70% 0.75% 0.80% 0.85% 0.90% 0.95% 1.00% 1.05% 6/30/05 6/30/06 6/30/07 6/30/08 6/30/09 12/31/09 10.13% 9.78% 8.74% 7.40% 8.94% 7.41% 7.48% 8.25% 9.62% 7.88% 9.09% 7.24% 6.00% 7.00% 8.00% 9.00% 10.00% 11.00% 6/30/05 6/30/06 6/30/07 6/30/08 6/30/09 12/31/09 3.84% 3.92% 3.41% 3.55% 3.15% 3.51% 3.06% 3.52% 3.77% 3.70% 3.66% 3.95% 2.75% 3.00% 3.25% 3.50% 3.75% 4.00% 4.25% 6/30/05 6/30/06 6/30/07 6/30/08 6/30/09 12/31/09 68.1% 72.8% 57.2% 71.8% 72.4% 73.9% 71.5% 68.4% 67.3% 66.7% 66.4% 67.4% 50.00% 60.00% 70.00% 80.00% 90.00% 6/30/05 6/30/06 6/30/07 6/30/08 6/30/09 12/31/09 |
Stock
Performance and Per Share Information |
Stock Price
Performance Since IPO 21 Since our IPO in 2000, we have outperformed both the Nasdaq Bank Index as well as the S&P 500 Investors who purchased shares of common stock at $8.00 in our IPO have enjoyed a 343% price appreciation in the stock price as well as received $7.00 per share in dividends Source: SNL Financial as of March 18, 2010 0.00 1.00 2.00 3.00 4.00 5.00 6.00 EBMT NASDAQ Bank S&P 500 |
Strong Track
Record of Generating Shareholder Value 22 Tangible Book Value Per Share Earnings & Dividends Per Share $16.37 $17.96 $19.42 $19.82 $20.17 $20.65 $22.21 $23.82 $25.85 $28.18 $10.00 $14.00 $18.00 $22.00 $26.00 $30.00 06/30/01 06/30/02 06/30/03 06/30/04 06/30/05 06/30/06 06/30/07 06/30/08 06/30/09 12/31/09 $1.03 $1.65 $1.57 $1.74 $1.45 $1.48 $1.47 $1.74 $1.96 $1.14 $0.52 $1.02 $0.96 $0.88 $0.80 $0.72 $0.64 $0.52 $0.40 $0.28 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 06/30/01 06/30/02 06/30/03 06/30/04 06/30/05 06/30/06 06/30/07 06/30/08 06/30/09 6 Mos. Ended 12/31/09 Earnings Per Share Dividends Per Share |
Use of Proceeds
and Capital Management 23 To support organic growth in the communities and markets we serve To consider, as opportunities arise, acquisitions of other banking institutions in contiguous markets Montana currently has over 50 banking institutions with assets less than $200 million To consider repurchasing shares of our outstanding common stock To maintain a strong balance sheet and capital position We intend to use the proceeds received in the offering for the following: Source: SNL Financial |
Offering
Information |
Pro Forma
Overview 25 2,040,000 2,400,000 2,760,000 3,174,000 Shares Shares Shares Shares Gross Proceeds of Stock Offering $20,400 $24,000 $27,600 $31,740 Market Value of Shares Issued in the Exchange $13,401 $15,766 $18,131 $20,851 Pro Forma Market Capitalization $33,801 $39,766 $45,731 $52,591 Estimated Net Proceeds $18,754 $22,198 $25,643 $29,604 Pro Forma Net Income $812 $807 $800 $795 Pro Forma Net Income Per Share $0.26 $0.22 $0.19 $0.17 Pro Forma Stockholders' Equity $46,743 $49,755 $52,768 $56,232 Less: Intangible Assets 0 0 0 0 Pro Forma Tangible Stockholders' Equity $46,743 $49,755 $52,768 $56,232 Pro Forma Stockholders' Equity Per Share $13.83 $12.51 $11.54 $10.69 Pro Forma Tangible Stockholders' Equity Per Share $13.83 $12.51 $11.54 $10.69 Offering Price to Pro Forma Net Income Per Share 10.0x 11.9x 13.9x 15.6x Offering Price / Pro Forma Stockholders' Equity Per Share 72.31% 79.93% 86.66% 93.55% Offering Price / Pro Forma Tangible Stockholders' Equity Per Share 72.31% 79.93% 86.66% 93.55% Pro Forma Tangible Equity / Tangible Assets 14.75% 15.55% 16.34% 17.22% Exchange Ratio 3.1458 3.7009 4.2560 4.8944 Equivalent Per Share Current Market Price (1) $31.45 $37.00 $42.56 $48.94 At or for the Three Months Ended September 30, 2009 Based Upon the Sale at $10.00 Per Share of (Dollars in Thousands, except per share amounts) (1) Represents the value of shares of Eagle Montana common stock received in the conversion by a
holder of one share of Eagle Bancorp at the
exchange ratio, assuming the market price of $10.00 per share. |
Attractive
Relative Valuation 26 The following information is based on the independent appraisal by Feldman Financial Advisors, Inc. Source: SNL Financial as of March 18, 2010 Price/ Core Book Tangible Book Earnings Value Value Minimum 9.8x 72.31% 72.31% Midpoint 11.6x 79.94% 79.94% Maximum 13.5x 86.66% 86.66% Maximum, as Adjusted 15.6x 93.55% 93.55% Feldman Financial Peer Average 25.6x 89.51% 91.61% Peer Group Peer Median 16.0x 93.22% 93.72% High Performance Peer Average 16.0x 89.46% 106.79% Peer Group Peer Median 11.3x 99.85% 102.87% |