Attached files
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8-K/A - AMENDMENT TO FORM 8-K - Cordia Bancorp Inc | v347647_8ka.htm |
EX-99.1 - EXHIBIT 99.1 - Cordia Bancorp Inc | v347647_ex99-1.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined balance sheet as of December 31, 2012 and the unaudited pro forma combined statement of operations for the year ended December 31, 2012 have been presented to give effect to and show the pro forma impact on our historical financial statements of the issuance of 701,072 shares of common stock to the minority shareholders of BOVA in the share exchange.
On December 31, 2010, we consummated our controlling investment in BOVA. The results of operations of BOVA have been reflected in our consolidated financial statements from the date of consummation and, under the acquisition method of accounting, the assets and liabilities of BOVA have been reflected in our consolidated financial statements at their respective fair values as of the date of consummation. Under ASC 808 (Business Combinations), Cordia has recorded the full fair value of both the controlling and non-controlling interest of BOVA in its consolidated financial statements. Upon completion of the share exchange, Cordia will own 100% of BOVA and will push down the full fair value basis to BOVA’s separate financial statements in accordance with ASC 805-50-S99-2.
Our unaudited pro forma condensed combined balance sheet as of December 31, 2012 presents our consolidated financial position giving pro forma effect to (1) the issuance of 701,072 shares of common stock to the minority shareholders of BOVA as if the share exchange had occurred as of December 31, 2012 and (2) the sale of 900,000 and 4,000,000 shares of Cordia common stock at a price of $5.50 per share representing the minimum and maximum of a private placement offering that commenced on December 12, 2012. There can be no assurance that the private placement will be completed.
Our unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 present our consolidated results of operations giving pro forma effect to the issuance of 701,072 shares of common stock to the minority shareholders of BOVA as if the share exchange had occurred as of January 1, 2012.
The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with:
· | our historical audited financial statements as of and for the year ended December 31, 2012; and |
· | BOVA’s historical audited financial statements as of and for the year ended December 31, 2012. |
The pro forma adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of these transactions on our historical financial information. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the combined companies actually been combined at the January 1, 2012. The adjustments included in these unaudited pro forma condensed financial statements are preliminary and may be revised.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2012
(Dollars in thousands) | At December 31, 2012 (as reported) | Adjustments | At December 31, 2012 (pro forma, as adjusted for share exchange) | At December 31, 2012 (pro forma, as adjusted at minimum of private placement offering) | At December 31, 2012 (pro forma, as adjusted at maximum of private placement offering) | |||||||||||||||
Assets | ||||||||||||||||||||
Cash and cash equivalents | $ | 11,981 | $ | 11,981 | $ | 16,481 | (4) | $ | 32,481 | (5) | ||||||||||
Securities available for sale, at fair market value | 18,511 | 18,511 | 18,511 | 18,511 | ||||||||||||||||
Loans held for sale | 28,949 | 28,949 | 28,949 | 28,949 | ||||||||||||||||
Loans, net of allowance of $2,110 | 110,960 | 110,960 | 110,960 | 110,960 | ||||||||||||||||
Premises and equipment | 4,392 | 4,392 | 4,392 | 4,392 | ||||||||||||||||
Accrued interest receivable and other assets | 3,903 | 3,903 | 3,903 | 3,903 | ||||||||||||||||
Total assets | $ | 178,696 | $ | 178,696 | $ | 183,196 | $ | 199,196 | ||||||||||||
Liabilities | ||||||||||||||||||||
Non-interest bearing deposits | $ | 19,498 | $ | 19,498 | $ | 19,498 | $ | 19,498 | ||||||||||||
Interest-bearing deposits | 134,930 | 134,930 | 134,930 | 134,930 | ||||||||||||||||
Total deposits | 154,428 | 154,428 | 154,428 | 154,428 | ||||||||||||||||
Accrued expenses and other liabilities | 11,129 | 92 | (3) | 11,221 | 11,221 | 11,221 | ||||||||||||||
Total liabilities | 165,557 | 165,649 | 165,649 | 165,649 | ||||||||||||||||
Stockholder' Equity | ||||||||||||||||||||
Preferred stock, $0.01 par value, 2,000 shares authorized, none issued | - | - | - | - | ||||||||||||||||
Common stock, $0.01 par value, 120,000,000 shares authorized, 2,077,605 shares outstanding (excluding 578,125 restricted shares) | 21 | 7 | (1) | 28 | 37 | (4) | 68 | (5) | ||||||||||||
Additional paid-in capital | 14,428 | 4,328 | (1) | |||||||||||||||||
(92 | )(3) | 18,664 | 23,155 | (4) | 39,124 | (5) | ||||||||||||||
Retained deficit | (5,701 | ) | (5,701 | ) | (5,701 | ) | (5,701 | ) | ||||||||||||
Accumulated other comprehensive income | 56 | 56 | 56 | 56 | ||||||||||||||||
Stockholders' equity Cordia Bancorp | 8,804 | 4,335 | (1) | 13,047 | 17,547 | 33,547 | ||||||||||||||
Non-controlling interest | 4,335 | (4,335 | )(1) | - | - | - | ||||||||||||||
Total stockholders' equity | 13,139 | 13,047 | 17,547 | 33,547 | ||||||||||||||||
Total liabilities and stockholders' equity | 178,696 | 178,696 | 183,196 | 199,196 | ||||||||||||||||
Share data | ||||||||||||||||||||
Shares outstanding at end of period | 2,077,605 | 701,072 | (2) | 2,778,677 | 3,678,677 | 6,778,677 | ||||||||||||||
Book value per share | 6.32 | 4.70 | 4.77 | 4.95 |
(1) | The share exchange results in the elimination of non-contolling interest at December 31, 2012 and the reclassification to common stock and additional paid-in capital on the exchange date. |
(2) | Reflects the issuance of 701,072 shares in the share exchange. |
(3) | Reflects the direct costs incurred to consumate the share exchange. |
(4) | Reflects the issuance of 900,000 shares of common stock at the price of $5.50 per share for net proceeds of approximately $4.5 million. |
(5) | Reflects the issuance of 4,000,000 shares of common stock at the price of $5.50 per share for net proceeds of approximately $20.5 million. |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2012
(Dollars in thousands) | At December 31, 2012 (as reported) | Adjustments | At December 31, 2012 (pro forma, as adjusted for share exchange) | |||||||||
Total interest income | $ | 8,441 | $ | 8,441 | ||||||||
Total interest expense | 1,552 | 1,552 | ||||||||||
Net interest income | 6,889 | 6,889 | ||||||||||
Provision for loan losses | 588 | 588 | ||||||||||
Net interest income after provision for loan losses | 6,301 | 6,301 | ||||||||||
Total non-interest income | 252 | 252 | ||||||||||
- | ||||||||||||
Non-interest expense | - | |||||||||||
Salaries and employee benefits | 3,680 | 3,680 | ||||||||||
Occupancy expense | 562 | 562 | ||||||||||
Equipment expense | 290 | 290 | ||||||||||
Other operating expenses | 2,747 | 2,747 | ||||||||||
Total non-interest expense | 7,279 | 7,279 | ||||||||||
Consolidated net loss before non-controlling interest in net loss of consolidated subsidiary | (726 | ) | (726 | ) | ||||||||
Less: non-controlling interest in net loss of consolidated subsidiary | (182 | ) | 182 | (1) | - | |||||||
Net loss attributable to Cordia Bancorp Inc. | $ | (544 | ) | $ | (726 | ) | ||||||
Earnings per share - basic and diluted | $ | (0.32 | ) | $ | 0.02 | (1) | $ | (0.30 | ) | |||
Weighted average shares - basic | 1,705,112 | 701,072 | (1) | 2,406,184 | ||||||||
Weighted average shares - diluted | 1,705,112 | 701,072 | (1) | 2,406,184 |
(1) | Reflects the issuance of 701,072 shares in the share exchange between Cordia and minority shareholders. |