1st United Bancorp, Inc. - FORM 8-K/A - EX-99.4

Attached files

file	filename
8-K/A - 1st United Bancorp, Inc.	i00080_fubc-8ka.htm
EX-99.2 - 1st United Bancorp, Inc.	i00080_ex99-2.htm
EX-99.3 - 1st United Bancorp, Inc.	i00080_ex99-3.htm
EX-23.1 - 1st United Bancorp, Inc.	i00080_ex23-1.htm

Exhibit 99.4

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 1^st United Bancorp (“Bancorp”) and Enterprise Bancorp, Inc. (“EBI”) and its wholly owned subsidiary Enterprise Bank of Florida, a Florida-chartered commercial bank (“Enterprise”), and has been prepared to illustrate the effects of the Merger of Bancorp and EBI. On July 1, 2013, Bancorp announced the completion of the merger with EBI and the completion of the merger of 1^st United Bank and Enterprise Bank (collectively, the “Merger”). Bancorp is the surviving financial holding company and 1^st United Bank is the surviving bank following the Merger. The unaudited pro forma condensed consolidated statement of financial condition as of March 31, 2013 and the unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2013 and the year ended December 31, 2012 give effect to the Merger, accounted for under the acquisition method. Under the acquisition method, the assets and liabilities of EBI, 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 EBI’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 EBI’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 three month period ended March 31, 2013 have been derived from the unaudited interim financial statements of Bancorp and EBI. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2012 has been derived from the audited financial statements of Bancorp and EBI. The unaudited pro forma condensed consolidated statements 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 statements of financial condition give effect to the transaction as if consummated on March 31, 2013 with total consideration estimated based on March 31, 2013 financial information. 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 EBI, 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.

75.

Combined Company Pro Forma Financial Information (unaudited)
Condensed Consolidated Statement of Financial Condition
As of March 31, 2013
(Dollars in thousands, except per share data)

	Historical									Mark to Market and Transaction Adjustments
	1^stUnited Bancorp			Enterprise Bancorp Inc.			Pro Forma Before Entries			Debit		Credit		Adjustment	Pro Forma After Adjustments
Assets:
Cash and due from financial institutions	$	143,493		$	55,781		$	199,274		$	—	$	6,870	^(c)	$	190,949
													1,455	^(c)
Federal funds sold		469			—			469								469
Cash and cash equivalents		143,962			55,781			199,743								190,418
Securities held for trading		—			5,553			5,553					5,553	^(c)		—
Securities available-for-sale		310,956			19,616			330,572					9,513	^(c)		321,059

Loans, net		918,467			171,913			1,090,380					20,867	^(c)		1,067,513
													2,000	^(c)
Nonmarketable equity securities		8,041			1,855			9,896								9,896
Premises and equipment, net		17,331			588			17,919						^(d)		17,919
Other real estate owned		19,066			1,501			20,567					1,501	^(c)		19,066
Company-owned life insurance		21,239			—			21,239								21,239
FDIC loss share receivable		41,189			—			41,189								41,189
Goodwill		58,498			—			58,498			9,220			^(c)		67,718
Core deposit and other intangibles		3,096			—			3,096			1,500			^(a)		4,596
Derivative, at fair value		—			1,724			1,724					1,724	^(c)		—
Accrued interest receivable and other assets		19,604			1,976			21,580					570	^(a)		21,770
											760			^(c)
Total assets	$	1,561,449		$	260,507		$	1,821,956		$	11,480	$	50,053		$	1,783,383
Liabilities:
Non-interest-bearing	$	441,526		$	27,926		$	469,452		$	—	$	—		$	469,452
Interest-bearing		858,751			158,411			1,017,162						^(d)		1,017,162
Total deposits		1,300,277			186,337			1,486,614								1,486,614
Federal funds purchased and repurchase agreements		16,610			—			16,610								16,610
Federal Home Loan Bank advances		—			35,000			35,000						^(d)		35,000
Accrued interest payable and other liabilities		6,452			597			7,049								7,049
Total liabilities		1,323,339			221,934			1,545,273			—		—			1,545,273

Shareholders’ Equity:
Preferred stock		—			—			—								—
Common stock		343			37,883			38,226			37,883			^(b)		343
Additional paid in capital		238,430			11,012			249,442			11,012			^(b)		238,430
Accumulated deficit		(2,378	)		(8,610	)		(10,988	)				8,610	^(b)		(2,378	)
Accumulated other comprehensive income		1,715			(1,712)			3					1,712	^(b)		1,715
Total shareholders’ equity		238,110			38,573			276,683			48,895		10,322			238,110
Total liabilities and shareholders’ equity	$	1,561,449		$	260,507		$	1,821,956		$	48,895	$	10,322		$	1,783,383
Number of common shares outstanding		34,287,056			7,576,652											34,287,056
Total book value per common share (Note e)	$	6.94		$	5.09									^(e)	$	6.94
Tangible book value per common share (Note e)	$	5.15		$	5.09									^(e)	$	4.84

76.

Notes to the Combined Company Pro Forma Financial Information (unaudited)

Condensed Consolidated Statement of Financial Condition
at March 31, 2013

(Dollars in thousands, except per share data)

Estimated core deposit intangible asset of approximately 1.00% of EBI’s total deposits, excluding time deposits. Core deposit intangible will be amortized over 6 years using the straight-line method as follows:

Year 1	$	250
Year 2		250
Year 3		250
Year 4		250
Year 5		250
Year 6		250
		1,500
Estimated Tax Effect		(570	)
	$	930

Elimination of EBI’s shareholders’ equity.

The following represents the total Merger consideration and the amount of Goodwill resulting from the Merger:

The Total Consideration to EBI Shareholders, as calculated below, is estimated based on the March 31, 2013 EBI Tangible Book Value. The final Total Consideration will be based on the end of month tangible equity as defined by the Merger Agreement, prior to the merger date of July 1, 2013. The Majority Shareholder will receive consideration comprised of classified and non-performing loans and other real estate owned, non-investment grade securities and cash. The remaining Shareholders will receive consideration in cash.

Non-Cash Consideration to Majority Shareholder
Classified and non-performing loans	$	20,867
Other real estate owned		1,501
Derivative, at fair value		1,724
Securities held for trading		5,553
Securities available for sale		9,513
Total Non-investment grade securities		15,066
Total Non-Cash Consideration to Majority Shareholder		39,158
Total Cash Consideration		6,870
Total Consideration (1)	$	46,028
Net assets of EBI per historical financial statements	$	38,573
Fair Value and Other Consideration Adjustments:
Merger Expenses		(1,455	)
Loans (net of tax of $760)		(1,240	)
Core Deposit Intangible (net of tax)		930
Pro Forma Assets Acquired		36,808
Total Goodwill	$	9,220

(1)

Based on March 31, 2013 tangible equity as defined by the Merger Agreement.

77.

Notes to the Combined Company Pro Forma Financial Information (unaudited)

Condensed Consolidated Statement of Financial Condition
at March 31, 2013

(Dollars in thousands, except per share data)

The estimated fair value of the assets acquired and the liabilities assumed as of the balance sheet date, and after disbursement of the non-cash portion of consideration to be paid, are as follows:

Cash and due from financial institutions	$	54,326
Securities available-for-sale		10,103
Loans, at fair value		149,046	⁽¹⁾
Nonmarketable equity securities		1,855
Premise and equipment, net		588
Other real estate owned		—
Goodwill		9,220
Core deposit intangible		1,500
Accrued interest receivable and other assets		2,166
Total assets acquired	$	228,804
Deposits	$	186,337
Federal Home Loan Bank advances		35,000
Accrued interest payable and other liabilities		597
Total liabilities assumed	$	221,934
Total cash paid for net assets	$	6,870

⁽¹⁾

Estimated fair value adjustment for loans is $6,817 and includes the effect of the reversal of the EBI allowance for loan losses of $4,817 at March 31, 2013.

The fair value is materially equal to book value.

Determined as follows:

	Historical
	1^stUnited Bancorp, Inc.			Enterprise Bancorp, Inc.		Pro Forma after Merger
Shareholders’ equity	$	238,110		$	38,573	$	238,110
Goodwill		58,498			—		67,718
Intangible assets, net		3,096			—		4,596
Tangible shareholders’ equity	$	176,516		$	38,573	$	165,796
Book value per common share	$	6.94		$	5.09	$	6.94
Effect of intangible assets		(1.79	)		—		(2.10	)
Tangible book value per share	$	5.15		$	5.09	$	4.84

78.

Combined Company Pro Forma Financial Information (unaudited)
Condensed Consolidated Statement of Operations
For the Quarter Ended March 31, 2013
(dollars in thousands, except per share data)

	Historical									Mark to Market and Transaction Adjustments
	1^stUnited Bancorp			Enterprise Bancorp Inc.			Pro Forma Before Entries			Debit		Credit		Adjustment	Pro Forma After Adjustments
Interest income:
Loans, including fees	$	16,171		$	2,174		$	18,345		$	—	$	250	^(c)	$	18,595
Securities available-for-sale		1,368			267			1,635								1,635
Federal funds sold and other		181			—			181			4			^(b)		177
Total interest income		17,720			2,441			20,161								20,407

Interest expense:
Deposits		985			286			1,271								1,271
Federal funds purchased and repurchase agreements		6			—			6								6
Federal Home Loan Bank advances		—			64			64								64
Total interest expense		991			350			1,341								1,341

Net interest income		16,729			2,091			18,820								19,066
Provision for loan losses		650			956			1,606					956	^(d)		650
Net interest income after provision for loan losses		16,079			1,135			17,214								18,416

Service charges and fees on deposit accounts		796			58			854								854
Net gains on sale of securities		122			171			293								293
Other-than-temporary impairment		—			(72	)		(72	)				72	^(e)		—
Net gains on derivative assets		—			867			867			867			^(e)		—
Net gains on sales of REO		441			12			453								453
Gains on sales of loans held for sale		46			—			46								46
Increase in cash surrender value of Company owned life insurance		147			—			147								147
Adjustment to FDIC loss share receivable		(2,820	)		—			(2,820	)							(2,820	)
Other		280			94			374								374
Total noninterest income		(988)			1,130			142								(653)

Salaries and employee benefits		6,199			1,045			7,244								7,244
Occupancy and equipment		1,969			264			2,233								2,233
Data processing		930			97			1,027								1,027
Telephone and office supplies		320			—			320								320
Amortization of intangibles		172			—			172			63			^(a)		235
Professional fees		387			171			558								558
Advertising		88			39			127								127
Regulatory assessment		358			33			391								391
Other real estate and loan expense		926			46			972								972
Other		1,127			148			1,275								1,275
Total noninterest expense		12,476			1,843			14,319								14,382
Income before income taxes		2,615			422			3,037								3,210
Income tax expense		995			—			995			131			^(f)		1,286
											160			^(g)
Net income	$	1,620		$	422		$	2,042							$	2,095

Basic Earnings per common share	$	0.05		$	0.06										$	0.06
Diluted earnings per common share	$	0.05		$	0.06										$	0.06
Basic weighted average common shares outstanding		33,772,105			7,576,652											33,772,105
Diluted weighted average common shares outstanding		33,886,730			7,576,652											33,886,730

79.

Combined Company Pro Forma Financial Information (unaudited)
Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2012
(dollars in thousands, except per share data)

	Historical									Mark to Market and Transaction Adjustments
	1^stUnited Bancorp			Enterprise Bancorp Inc.			Pro Forma Before Entries			Debit		Credit		Adjustment	Pro Forma After Adjustments
Interest income:
Loans, including fees	$	66,929		$	8,934		$	75,863		$	—	$	1,000	^(c)	$	76,863
Securities available-for-sale		5,106			2,212			7,318								7,318
Federal funds sold and other		814			—			814			17			^(b)		797
Total interest income		72,849			11,146			83,995								84,978

Interest expense:
Deposits		5,292			2,125			7,417								7,417
Federal funds purchased and repurchase agreements		14			—			14								14
Federal Home Loan Bank advances		7			333			340								340
Total interest expense		5,313			2,458			7,771								7,771

Net interest income		67,536			8,688			76,224								77,207
Provision for loan losses		6,350			4,604			10,954					4,604	^(d)		6,350
Net interest income after provision for loan losses		61,186			4,084			65,270								70,857

Service charges and fees on deposit accounts		3,451			181			3,632								3,632
Net gains on sale of securities		1,673			1,694			3,367								3,367
Other-than-temporary impairment		—			(509	)		(509)					509	^(e)		—
Net gains on derivative assets		—			2,369			2,369			2,369			^(e)		—
Losses on sales of REO		3,278			1,348			4,626								4,626
Gains on sales of loans held for sale		106			—			106								106
Increase in cash surrender value of Company owned life insurance		498			—			498								498
Adjustment to FDIC loss share receivable		(12,488	)		—			(12,488	)							(12,488	)
Other		816			365			1,181								1,181
Total noninterest income		(2,666	)		5,448			2,782								922

Salaries and employee benefits		24,303			3,881			28,184								28,184
Occupancy and equipment		7,958			872			8,830								8,830
Data processing		3,686			313			3,999								3,999
Telephone and office supplies		1,397			—			1,397								1,397
Amortization of intangibles		684			—			684			250			^(a)		934
Professional fees		1,631			463			2094								2,094
Advertising		258			123			381								381
Merger reorganization expenses		1,784			—			1,784								1,784
Regulatory assessment		1,482			385			1,867								1,867
Other real estate and loan expense		3,552			624			4,176								4,176
Other		4,249			748			4,997								4,997
Total noninterest expense		50,984			7,409			58,3931								58,643
Income before income taxes		7,536			2,123			9,659								13,136
Income tax expense		2,808			—			2,808			1,321			^(f)		4,936
											807			^(g)
Net income	$	4,728		$	2,123		$	6,851							$	8,200

Basic Earnings per common share	$	0.14		$	0.28										$	0.22
Diluted earnings per common share	$	0.14		$	0.28										$	0.22
Basic weighted average common shares outstanding		32,947,752			7,576,652											32,947,752
Diluted weighted average common shares outstanding		32,953,063			7,576,652											32,953,063

80.

NOTES TO THE COMBINED COMPANY PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the three months ended March 31, 2013 and the year ended December 31, 2012
(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.

Represents the loss of interest earnings on interest earning cash liquidated to facilitate the Merger at an estimated earnings rate of .25%.

Cash Liquidated	$	6,870
Estimated earnings rate		0.25	%
Annual loss in interest earnings	$	17
Loss of Interest income three months	$	4

Represents the accretion of loan discount estimated at $250 for the three months ended March 31, 2013. ($1,000 for the year ended December 31, 2012).

Represents the reversal of EBI provision for loan losses for the period presented which primarily related to assets that were part of the non-cash consideration.

Represents the reversal of other-than –temporary impairment on securities available for sale and net gain on derivative contracts for the period presented. The assets related to these entries were part of the non-cash consideration.

Represents the impact of the above adjustments to income at a marginal tax rate of 38.0%.

Represents the impact of income tax expense on pretax earnings for EBI for the period presented at 38.0%.

81.

1st United Bancorp, Inc. - FORM 8-K/A - EX-99.4 - July 23, 2013

Attached files

1st United Bancorp, Inc. Reports