Attached files
| file | filename |
|---|---|
| EX-23.1 - 1st United Bancorp, Inc. | i00165_ex23-1.htm |
| EX-99.2 - 1st United Bancorp, Inc. | i00165_ex99-2.htm |
| 8-K/A - 1st United Bancorp, Inc. | i00165_fubc-8ka.htm |
Exhibit 99.3
UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED FINANCIAL
INFORMATION RELATING TO THE MERGER
The following unaudited combined company pro forma financial information is based on the historical financial statements of Bancorp and AFI and has been prepared to illustrate the effects of the Merger of Bancorp and AFI. On April 1, 2012, Bancorp merged with AFI and subsequent merged Anderen into 1st United Bank (collectively, the “Merger”). Bancorp was the surviving financial holding company and 1st United bank was the surviving bank following the Merger. In accordance with the Merger Agreement, AFI shareholders could elect to receive cash, stock, or a combination of 50% cash and 50% stock. The total pro forma consideration paid to AFI shareholders was $38 million and consisted of approximately $19 million in cash and 3,126,847 shares Bancorp’s common stock. The unaudited pro forma condensed consolidated statement of financial condition as of December 31, 2011 and the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2011 give effect to the Merger, accounted for under the acquisition method. Under the acquisition method, the assets and liabilities of AFI, as of the effective date of the Merger, will be recorded at their respective fair values and the excess of the Merger consideration over the fair value of AFI’s net assets will be allocated to goodwill. The final allocation of the merger consideration will be determined after the Merger is completed and after the fair values of AFI’s tangible and identifiable intangible assets and liabilities as of the effective date of the Merger are determined. As a result, the final adjustments may be materially different from the unaudited combined company pro forma financial information presented therein.
The unaudited pro forma condensed consolidated statement of operations and unaudited pro forma condensed consolidated statement of financial condition as of and for the year ended December 31, 2011 have been derived from the audited financial statements of Bancorp and AFI. The unaudited pro forma condensed consolidated statement of operations gives effect to the transaction as if it had been consummated at the beginning of the earliest period presented. The unaudited pro forma condensed consolidated statement of financial condition gives effect to the transaction as if consummated on December 31, 2011. These unaudited pro forma condensed consolidated financial statements do not give effect to any anticipated cost savings or revenue enhancements in connection with the transaction.
The unaudited pro forma condensed consolidated financial statements should be considered together with the historical financial statements of Bancorp and AFI, including the respective notes to those statements. The pro forma information is based on certain assumptions described in the accompanying Notes To The Combined Company Pro Forma Financial Information (Unaudited) and does not necessarily indicate the consolidated financial position or the results of operations in the future or the consolidated financial position or the results of operations that would have been realized had the Merger been consummated at the beginning of the periods or as of the date for which the pro forma information was presented.
1
Combined Company Pro Forma Financial
Information (unaudited)
Condensed Consolidated Statement of Financial Condition
As of December 31, 2011
(Dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
|
Mark to Market and |
|
|
|
|
|
|
||||||||||||
|
|
|
1st United |
|
Anderen |
|
Pro Forma |
|
Debit |
|
Credit |
|
|
Adjustment |
|
Pro Forma |
|
||||||||
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from financial institutions |
|
$ |
164,724 |
|
$ |
2,239 |
|
$ |
166,963 |
|
|
|
|
|
19,043 |
|
|
|
(d) |
|
$ |
147,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200 |
|
|
|
(c) |
|
|
|
|
|
|
Federal funds sold |
|
|
700 |
|
$ |
8,211 |
|
|
8,911 |
|
|
|
|
|
|
|
|
|
|
|
|
8,911 |
|
|
|
Cash and cash equivalents |
|
|
165,424 |
|
|
10,450 |
|
|
175,874 |
|
|
|
|
|
|
|
|
|
|
|
|
156,631 |
|
|
|
Securities available-for-sale |
|
|
201,722 |
|
|
38,963 |
|
|
240,685 |
|
|
|
|
|
|
|
|
|
|
|
|
240,685 |
|
|
|
Loans held for sale |
|
|
100 |
|
|
— |
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
Loans, net |
|
|
867,994 |
|
|
142,934 |
|
|
1,010,928 |
|
|
|
|
|
9,000 |
|
|
|
(d) |
|
|
1,001,928 |
|
|
|
Nonmarketable equity securities |
|
|
11,207 |
|
|
483 |
|
|
11,690 |
|
|
|
|
|
|
|
|
|
|
|
|
11,690 |
|
|
|
Premises and equipment, net |
|
|
12,383 |
|
|
5,936 |
|
|
18,319 |
|
|
|
|
|
|
|
|
|
(f) |
|
|
18,319 |
|
|
|
Other real estate owned |
|
|
13,512 |
|
|
1,253 |
|
|
14,765 |
|
|
|
|
|
|
|
|
|
|
|
|
14,765 |
|
|
|
Company-owned life insurance |
|
|
5,093 |
|
|
— |
|
|
5,093 |
|
|
|
|
|
|
|
|
|
|
|
|
5,093 |
|
|
|
FDIC loss share receivable |
|
|
71,900 |
|
|
— |
|
|
71,900 |
|
|
|
|
|
|
|
|
|
|
|
|
71,900 |
|
|
|
Goodwill |
|
|
51,969 |
|
|
— |
|
|
51,969 |
|
|
4,164 |
|
|
|
|
|
|
(d) |
|
|
56,133 |
|
|
|
Core deposit and other intangibles |
|
|
3,260 |
|
|
— |
|
|
3,260 |
|
|
600 |
|
|
|
|
|
|
(a) |
|
|
4,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250 |
|
|
|
|
|
|
(e) |
|
|
|
|
|
|
Accrued interest receivable and other assets |
|
|
16,683 |
|
|
6,709 |
|
|
23,392 |
|
|
|
|
|
228 |
|
|
|
(a) |
|
|
27,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
570 |
|
|
|
|
|
|
(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,420 |
|
|
|
|
|
|
(d) |
|
|
|
|
|
|
Total assets |
|
$ |
1,421,247 |
|
$ |
206,728 |
|
$ |
1,627,975 |
|
$ |
9,004 |
|
$ |
28,471 |
|
|
|
|
|
$ |
1,608,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-bearing |
|
$ |
329,283 |
|
$ |
14,789 |
|
$ |
344,072 |
|
|
|
|
|
|
|
|
|
|
|
$ |
344,072 |
|
|
|
Interest-bearing |
|
|
852,425 |
|
|
151,598 |
|
|
1,004,023 |
|
|
|
|
|
|
|
|
|
(f) |
|
|
1,004,023 |
|
|
|
Total deposits |
|
|
1,181,708 |
|
|
166,387 |
|
|
1,348,095 |
|
|
|
|
|
|
|
|
|
|
|
|
1,348,095 |
|
|
|
Federal funds purchased and repurchase agreements |
|
|
8,746 |
|
|
— |
|
|
8,746 |
|
|
|
|
|
|
|
|
|
|
|
|
8,746 |
|
|
|
Federal Home Loan Bank advances |
|
|
5,000 |
|
|
— |
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
Accrued interest payable and other liabilities |
|
|
10,440 |
|
|
281 |
|
|
10,721 |
|
|
|
|
|
1,500 |
|
|
|
(d) |
|
|
12,221 |
|
|
|
Total liabilities |
|
|
1,205,894 |
|
|
166,668 |
|
|
1,372,562 |
|
|
— |
|
|
1,500 |
|
|
|
|
|
|
1,374,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
307 |
|
|
54 |
|
|
361 |
|
|
54 |
|
|
|
|
|
|
(b) |
|
|
338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 |
|
|
|
(e) |
|
|
|
|
|
|
Additional paid in capital |
|
|
217,800 |
|
|
51,293 |
|
|
269,093 |
|
|
51,293 |
|
|
|
|
|
|
(b) |
|
|
236,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,012 |
|
|
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250 |
|
|
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200 |
|
|
|
|
|
|
(c) |
|
|
|
|
|
|
Accumulated deficit |
|
|
(5,317 |
) |
|
(11,603 |
) |
|
(16,920 |
) |
|
|
|
|
11,603 |
|
|
|
(b) |
|
|
(5,317 |
) |
|
|
Accumulated other comprehensive income |
|
|
2,563 |
|
|
316 |
|
|
2,879 |
|
|
316 |
|
|
|
|
|
|
(b) |
|
|
2,563 |
|
|
|
Total shareholders’ equity |
|
|
215,353 |
|
|
40,060 |
|
|
255,413 |
|
|
51,863 |
|
|
30,896 |
|
|
|
|
|
|
234,446 |
|
|
|
Total liabilities and shareholders’ equity |
|
$ |
1,421,247 |
|
$ |
206,728 |
|
$ |
1,627,975 |
|
$ |
51,863 |
|
$ |
32,396 |
|
|
|
|
|
$ |
1,608,508 |
|
|
|
Number of common shares outstanding |
|
|
30,569,032 |
|
|
4,949,742 |
|
|
|
|
|
|
|
|
|
3,126,847 |
|
|
|
|
|
|
33,695,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total book value per common share (Note g) |
|
$ |
7.04 |
|
$ |
8.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible book value per common share (Note g) |
|
$ |
5.24 |
|
$ |
8.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5.17 |
|
2
NOTES TO THE COMBINED COMPANY PRO FORMA
FINANCIAL INFORMATION (UNAUDITED)
Condensed Consolidated Statement of Financial Condition
at December 31, 2011
(Dollars in thousands, except per share data)
|
|
|
|
a. |
Estimated core deposit intangible asset of approximately 0.65% of AFI’s total deposits, excluding time deposits. Core deposit intangible will be amortized over 6 years using the straight-line method as follows: |
|
|
|
|
|
|
|
Year 1 |
|
$ |
100 |
|
|
Year 2 |
|
|
100 |
|
|
Year 3 |
|
|
100 |
|
|
Year 4 |
|
|
100 |
|
|
Year 5 |
|
|
100 |
|
|
Year 6 |
|
|
100 |
|
|
|
|
|
600 |
|
|
Estimated Tax Effect |
|
|
(228 |
) |
|
|
|
$ |
372 |
|
|
|
|
|
b. |
Elimination of AFI’s shareholders’ equity. |
|
|
|
|
c. |
The following pro forma stock issuance costs are expected by Bancorp: |
|
|
|
|
|
|
|
Capitalized Costs: |
|
|
|
|
|
Investment banking fees |
|
$ |
75 |
|
|
Professional fees |
|
|
100 |
|
|
Proxy printing |
|
|
25 |
|
|
|
|
$ |
200 |
|
|
|
|
|
d. |
The following represents the total Merger consideration and the amount of Goodwill resulting from the Merger: |
Total Consideration to AFI Shareholders is based on the AFI Tangible Book Value at the end of the month preceding the closing. Bancorp will pay 50% cash and 50% Bancorp common stock. The number of shares to be issued pursuant to the Merger is based on the 20-day average stock price starting on February 28, 2012 and ending on March 26, 2012, the fifth full trading day prior to the Effective Time. The average share price used was $6.09.
|
|
|
|
|
|
|
Total Consideration |
|
$ |
38,086 |
|
|
Cash Consideration to AFI Shareholders - 50% of Adjusted |
|
|
|
|
|
Tangible Book Value: |
|
$ |
19,043 |
|
|
Stock Consideration to AFI Shareholders - 50% of Adjusted |
|
|
|
|
|
Tangible Book Value ($31 common stock, $19,012 additional paid in capital): |
|
|
19,043 |
|
|
Total purchase price: |
|
|
38,086 |
|
|
|
|
|
|
|
|
Net assets of AFI per historical financial statements: |
|
|
40,060 |
|
|
Fair Value and Other Consideration Adjustments: |
|
|
|
|
|
Change of Control Contracts (net of tax) |
|
|
(930 |
) |
|
Loans (net of tax) |
|
|
(5,580 |
) |
|
Core Deposit Intangible (net of tax) |
|
|
372 |
|
|
Pro Forma Assets Acquired |
|
|
33,922 |
|
|
|
||||
|
Total Goodwill |
|
$ |
4,164 |
|
3
The estimated fair value of the assets acquired and the liabilities assumed as of the balance sheet date are as follows:
|
|
|
|
|
|
|
Cash and due from financial institutions |
|
$ |
2,239 |
|
|
Federal funds sold |
|
|
8,211 |
|
|
Cash and cash equivalents |
|
|
10,450 |
|
|
Securities available-for-sale |
|
|
38,963 |
|
|
Loans, at fair value |
|
|
133,934 |
(1) |
|
Nonmarketable equity securities |
|
|
483 |
|
|
Premise and equipment, net |
|
|
5,936 |
|
|
Other real estate owned |
|
|
1,253 |
|
|
Goodwill |
|
|
4,164 |
|
|
Core deposit intangible |
|
|
600 |
|
|
Accrued interest receivable and other assets |
|
|
10,471 |
|
|
Total assets acquired |
|
$ |
206,254 |
|
|
|
|
|
|
|
|
Deposits |
|
$ |
166,387 |
|
|
Accrued interest payable and other liabilities |
|
|
1,781 |
|
|
Total liabilities assumed |
|
|
168,168 |
|
|
|
|
|
|
|
|
Net assets acquired |
|
$ |
38,086 |
|
|
|
|
|
|
|
(1) |
Estimated fair value adjustment for loans is $9,000 and includes the effect of the reversal of the AFI allowance for loan losses of $3,082 at December 31, 2011. |
|
|
|
|
e. |
Established intangible asset for non-compete agreements for AFI directors. Consideration for the non-compete agreements was 100,000 options to purchase Bancorp common stock with a fair value of $250. |
|
|
|
|
f. |
The fair value is materially equal to book value. |
|
|
|
|
g. |
Determined as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
|
|
||||
|
|
|
1st United |
|
Anderen |
|
Pro Forma after |
|
|||
|
Shareholders’ equity |
|
$ |
215,353 |
|
$ |
40,060 |
|
$ |
234,446 |
|
|
Goodwill |
|
|
51,969 |
|
|
— |
|
|
56,133 |
|
|
Intangible assets, net |
|
|
3,260 |
|
|
— |
|
|
4,110 |
|
|
Tangible shareholders’ equity |
|
$ |
160,124 |
|
$ |
40,060 |
|
$ |
174,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per common share |
|
$ |
7.04 |
|
$ |
8.09 |
|
$ |
6.96 |
|
|
Effect of intangible assets |
|
|
(1.80 |
) |
|
— |
|
|
(1.79 |
) |
|
Tangible book value per share |
|
$ |
5.24 |
|
$ |
8.09 |
|
$ |
5.17 |
|
4
Combined Company Pro Forma Financial
Information (unaudited)
Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2011
(dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
|
|
|
Mark to Market |
|
|
|
|
|
|
||||||||
|
|
|
1st United Bancorp |
|
Anderen |
|
Pro Forma |
|
Debit |
|
Credit |
|
Adjustment |
|
Pro Forma |
|
|||||||
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
55,311 |
|
$ |
7,971 |
|
$ |
63,282 |
|
|
|
|
|
|
1200 |
|
(c) |
|
$ |
64,482 |
|
|
Securities available-for-sale |
|
|
4,362 |
|
|
1,278 |
|
|
5,640 |
|
|
|
|
|
|
|
|
|
|
|
5,640 |
|
|
Federal funds sold and other |
|
|
736 |
|
|
22 |
|
|
758 |
|
|
|
48 |
|
|
|
|
(b) |
|
|
710 |
|
|
Total interest income |
|
|
60,409 |
|
|
9,271 |
|
|
69,680 |
|
|
|
|
|
|
|
|
|
|
|
70,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
5,991 |
|
|
2,251 |
|
|
8,242 |
|
|
|
|
|
|
|
|
|
|
|
8,242 |
|
|
Federal funds purchased and repurchase agreements |
|
|
16 |
|
|
— |
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
Federal Home Loan Bank and Federal Reserve Bank borrowings |
|
|
230 |
|
|
4 |
|
|
234 |
|
|
|
|
|
|
|
|
|
|
|
234 |
|
|
Other borrowings |
|
|
112 |
|
|
— |
|
|
112 |
|
|
|
|
|
|
|
|
|
|
|
112 |
|
|
Total interest expense |
|
|
6,349 |
|
|
2,255 |
|
|
8,604 |
|
|
|
|
|
|
|
|
|
|
|
8,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
54,060 |
|
|
7,016 |
|
|
61,076 |
|
|
|
|
|
|
|
|
|
|
|
62,228 |
|
|
Provision for loan losses |
|
|
7,000 |
|
|
(112 |
) |
|
6,888 |
|
|
|
|
|
|
|
|
|
|
|
6,888 |
|
|
Net interest income after provision for loan losses |
|
|
47,060 |
|
|
7,128 |
|
|
54,188 |
|
|
|
|
|
|
|
|
|
|
|
55,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges and fees on deposit accounts |
|
|
3,581 |
|
|
36 |
|
|
3,617 |
|
|
|
|
|
|
|
|
|
|
|
3,617 |
|
|
Net gains on sale of securities |
|
|
364 |
|
|
888 |
|
|
1,252 |
|
|
|
|
|
|
|
|
|
|
|
1,252 |
|
|
Losses on sales of REO |
|
|
(264 |
) |
|
— |
|
|
(264 |
) |
|
|
|
|
|
|
|
|
|
|
(264 |
) |
|
Gains on sales of loans held for sale |
|
|
58 |
|
|
40 |
|
|
98 |
|
|
|
|
|
|
|
|
|
|
|
98 |
|
|
Increase in cash surrender value of Company owned life insurance |
|
|
151 |
|
|
— |
|
|
151 |
|
|
|
|
|
|
|
|
|
|
|
151 |
|
|
Adjustment to FDIC loss share receivable |
|
|
(3,236 |
) |
|
— |
|
|
(3,236 |
) |
|
|
|
|
|
|
|
|
|
|
(3,236 |
) |
|
Other |
|
|
1,085 |
|
|
227 |
|
|
1,312 |
|
|
|
|
|
|
|
|
|
|
|
1,312 |
|
|
Total noninterest income |
|
|
1,739 |
|
|
1,191 |
|
|
2,930 |
|
|
|
|
|
|
|
|
|
|
|
2,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
20,186 |
|
|
3,659 |
|
|
23,845 |
|
|
|
|
|
|
|
|
|
|
|
23,845 |
|
|
Occupancy and equipment |
|
|
7,732 |
|
|
1,074 |
|
|
8,806 |
|
|
|
|
|
|
|
|
|
|
|
8,806 |
|
|
Data processing |
|
|
3,481 |
|
|
482 |
|
|
3,963 |
|
|
|
200 |
|
|
|
|
(e) |
|
|
4,163 |
|
|
Telephone and office supplies |
|
|
1,201 |
|
|
146 |
|
|
1,347 |
|
|
|
|
|
|
|
|
|
|
|
1,347 |
|
|
Amortization of intangibles |
|
|
514 |
|
|
— |
|
|
514 |
|
|
|
100 |
|
|
|
|
(a) |
|
|
614 |
|
|
Professional fees |
|
|
2,442 |
|
|
387 |
|
|
2,829 |
|
|
|
|
|
|
|
|
|
|
|
2,829 |
|
|
Advertising |
|
|
293 |
|
|
80 |
|
|
373 |
|
|
|
|
|
|
|
|
|
|
|
373 |
|
|
Merger reorganization expenses |
|
|
1,076 |
|
|
— |
|
|
1,076 |
|
|
|
|
|
|
|
|
|
|
|
1,076 |
|
|
Regulatory assessment |
|
|
1,395 |
|
|
400 |
|
|
1,795 |
|
|
|
|
|
|
|
|
|
|
|
1,795 |
|
|
Other |
|
|
4,525 |
|
|
658 |
|
|
5,183 |
|
|
|
125 |
|
|
|
|
(d) |
|
|
5,308 |
|
|
Total noninterest expense |
|
|
42,845 |
|
|
6,886 |
|
|
49731 |
|
|
|
|
|
|
|
|
|
|
|
50,156 |
|
|
Income before income taxes |
|
|
5,954 |
|
|
1,433 |
|
|
7,387 |
|
|
|
|
|
|
|
|
|
|
|
8,114 |
|
|
Income tax expense |
|
|
2,282 |
|
|
618 |
|
|
2,900 |
|
|
|
276 |
|
|
|
|
(f) |
|
|
3,176 |
|
|
Net income |
|
$ |
3,672 |
|
$ |
815 |
|
$ |
4,487 |
|
|
|
|
|
|
|
|
|
|
$ |
4,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings per common share |
|
$ |
0.13 |
|
$ |
0.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.15 |
|
|
Diluted earnings per common share |
|
$ |
0.13 |
|
$ |
0.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.15 |
|
|
Basic weighted average common shares outstanding |
|
|
29,240,932 |
|
|
4,952,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,367,779 |
|
|
Diluted weighted average common shares outstanding |
|
|
29,255,922 |
|
|
4,952,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,382,769 |
|
5
NOTES TO THE COMBINED COMPANY PRO FORMA
FINANCIAL INFORMATION (UNAUDITED)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2011
(Dollars in thousands)
|
|
|
|
a. |
Represents the adjustment to record the amortization of the fair value adjustment on acquired core deposits using the straight-line balance method amortized over 6 years. |
|
|
|
|
b. |
Represents the loss of interest earnings on fed funds liquidated to facilitate the Merger at an estimated earnings rate of .25%. |
|
|
|
|
|
|
|
Fed Funds Liquidated |
|
$ |
19,073 |
|
|
Estimated earnings rate |
|
|
0.25 |
% |
|
Annual loss in interest earnings |
|
$ |
48 |
|
|
|
|
|
c. |
Represents the accretion of loan discount estimated at $1,200 for the year ended December 31, 2011. |
|
|
|
|
d. |
Represents the amortization of non-compete agreements with AFI directors which have a two-year term. Total expense for the year ended December 31, 2011 estimated at $100. |
|
|
|
|
e. |
Represents the estimated cost of the cancellation of data processing contracts. |
|
|
|
|
f. |
Represents the impact of above adjustments to income at a marginal tax rate of 38.0%. |
6