Attached files
| file | filename |
|---|---|
| 8-K/A - SOUTHERN MISSOURI BANCORP, INC. | smbc-8k102114.htm |
| EX-23.1 - SOUTHERN MISSOURI BANCORP, INC. | ex23-1.htm |
| EX-99.2 - SOUTHERN MISSOURI BANCORP, INC. | ex99-2.htm |
| EX-99.3 - SOUTHERN MISSOURI BANCORP, INC. | ex99-3.htm |
Exhibit 99.4
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On August 5, 2014, pursuant to the Agreement and Plan of Reorganization, dated as of February 25, 2014 (the “merger agreement"), by and among Southern Missouri Bancorp, Inc. (“Southern Missouri”), Peoples Service Company (“PSC”) and Peoples Banking Company, which prior to the exchange (as defined below) was 80%-owned by PSC (“PBC”), Southern Missouri completed its acquisition of PSC. PSC was merged with and into Southern Missouri, with Southern Missouri as the surviving entity (the “merger”). Immediately prior to the merger, all but one of the shareholders of PBC other than PSC (the “PBC minority shareholders”) exchanged each of their shares of PBC common stock for 0.618943382 shares of PSC common stock (the “exchange”) pursuant to the Stock Exchange Agreement, dated as of August 5, 2014, by and among PSC and the PBC minority shareholders who elected to participate in the exchange. Upon completion of the merger, each share of PSC common stock outstanding immediately prior to the merger (including all of the shares of PSC common stock issued to PBC minority shareholders in the exchange) converted into the right to receive merger consideration consisting of $11.50 in cash and 0.3289 shares of Southern Missouri common stock, with cash paid in lieu of any fractional Southern Missouri shares. Immediately following the merger, PBC, which upon completion of the merger became a subsidiary of Southern Missouri, was merged with and into Southern Missouri, with Southern Missouri as the surviving entity (the “parent-subsidiary merger”). Upon completion of the parent-subsidiary merger, each share of PBC common stock that was held by the PBC minority shareholder who did not participate in the exchange converted into the right to receive consideration from Southern Missouri that is identical to the merger consideration payable under the merger agreement, which, in the case of such PBC minority shareholder, consisted entirely of a cash payment.
The following is the unaudited pro forma combined condensed consolidated financial information for Southern Missouri and PSC, giving effect to the merger. The unaudited pro forma combined condensed consolidated balance sheet as of June 30, 2014, gives effect to the exchange and the merger as if they occurred on that date. The unaudited pro forma combined condensed consolidated statement of income for the year ended June 30, 2014, gives effect to the exchange and the merger as if they occurred on July 1, 2013.
The unaudited pro forma combined condensed consolidated financial statements have been prepared using the acquisition method of accounting for business combinations under GAAP. Southern Missouri is the acquirer for accounting purposes. Certain reclassifications have been made to the historical financial statements of PSC to conform to the presentation in Southern Missouri’s financial statements.
The determination of the fair values of PSC's assets and liabilities has been based on the actual net tangible and intangible assets of PSC that existed as of the date of completion of the transaction. The value of the final purchase price of the merger was based on the closing price of Southern Missouri common stock on the closing date of the merger, with respect to the stock portion of the merger consideration. The closing price of Southern Missouri common stock of $35.69 on June 30, 2014, was used for purposes of presenting the unaudited pro forma combined condensed consolidated balance sheet at June 30, 2014. It was assumed for purposes of the unaudited pro-forma combined consolidated financial statements that PSC’s pre-closing capital was $19.8 million.
In connection with the plan to integrate the operations of Southern Missouri and PSC following the completion of the merger, Southern Missouri anticipates that nonrecurring charges, such as costs associated with systems implementation, severance and other costs related to exit or disposal activities, will be incurred. Southern Missouri is not able to determine the timing, nature and amount of these charges as of the date of this document. However, these charges will affect the results of operations of the combined company following the completion of the merger, in the period in which they are recorded. The unaudited pro forma combined condensed consolidated statements of income do not include the effects of the non-recurring costs associated with any restructuring or integration activities resulting from the merger, as they are nonrecurring in nature and not factually supportable at this time. Additionally, the unaudited pro forma adjustments do not give effect to any nonrecurring or unusual restructuring charges that may be incurred as a result of the integration of the two companies or any anticipated disposition of assets that may result from such integration.
The unaudited pro forma combined condensed consolidated financial statements are provided for informational purposes only. The unaudited pro forma combined condensed consolidated financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined condensed consolidated financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed consolidated financial information is based on, and should be read together with, the historical consolidated financial statements and related notes of Southern Missouri contained in its Annual Report on Form 10-K for the fiscal year ended June 30, 2014, filed with the SEC, and the historical consolidated financial statements and related notes of PSC contained in Item 9.01(a) of this filing.
SOUTHERN MISSOURI BANCORP, INC. AND PEOPLES SERVICE COMPANY, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET
As of June 30, 2014
(In thousands)
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Southern Missouri
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Peoples Service
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Pro Forma
|
|||||||||||||||
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Bancorp
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Company*
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Adjustments
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Pro Forma
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||||||||||||||
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ASSETS
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|||||||||||||||||
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Cash, cash equivalents, and Federal funds sold
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$ | 14,932 | $ | 5,603 | $ | (14,721 | ) | A | $ | 5,814 | |||||||
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Interest-bearing time deposits
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1,655 | 20,813 | - | 22,468 | |||||||||||||
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Securities available for sale, at fair value
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130,222 | 31,872 | - | 162,094 | |||||||||||||
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Non-marketable securities - Federal Home Loan Bank and Federal Reserve Bank stock
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5,993 | 927 | - | 6,920 | |||||||||||||
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Loans:
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|||||||||||||||||
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Loans receivable
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810,315 | 196,430 | (5,820 | ) | B | 1,000,925 | |||||||||||
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Less: allowance for loan losses
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9,259 | 3,333 | (3,333 | ) | C | 9,259 | |||||||||||
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Loans receivable, net
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801,056 | 193,097 | (2,487 | ) | 991,666 | ||||||||||||
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Premises and equipment, net
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22,466 | 10,848 | 1,070 | D | 34,384 | ||||||||||||
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Bank-owned life insurance - cash surrender value
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19,123 | - | - | 19,123 | |||||||||||||
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Identifiable intangible assets, net
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2,335 | - | 3,000 | E | 5,335 | ||||||||||||
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Goodwill
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1,600 | - | 2,227 | F | 3,827 | ||||||||||||
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Accrued interest receivable, prepaid expenses, and other assets
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22,040 | 2,675 | 835 | G | 25,550 | ||||||||||||
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TOTAL ASSETS
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$ | 1,021,422 | $ | 265,835 | $ | (10,076 | ) | $ | 1,277,181 | ||||||||
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LIABILITIES
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|||||||||||||||||
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Deposits:
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|||||||||||||||||
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Noninterest bearing
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$ | 68,113 | $ | 46,674 | $ | - | $ | 114,787 | |||||||||
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Interest bearing
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717,688 | 173,503 | 681 | 891,872 | |||||||||||||
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Total deposits
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785,801 | 220,177 | 681 | 1,006,659 | |||||||||||||
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Securities sold under agreements to repurchase
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25,561 | - | - | 25,561 | |||||||||||||
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Federal Home Loan Bank (FHLB) advances
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85,472 | 15,000 | 1,038 | H | 101,510 | ||||||||||||
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Other borrowings
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- | 2,921 | (2,921 | ) | I | - | |||||||||||
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Accrued interest payable, accrued expenses, and other liabilities
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3,750 | 619 | 1,051 | J | 5,420 | ||||||||||||
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Subordinated debt
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9,727 | 6,495 | (1,633 | ) | K | 14,589 | |||||||||||
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TOTAL LIABILITIES
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910,311 | 245,212 | (1,784 | ) | 1,153,739 | ||||||||||||
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STOCKHOLDERS' EQUITY
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|||||||||||||||||
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Preferred stock
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20,000 | - | - | 20,000 | |||||||||||||
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Common stock
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33 | 11 | (7 | ) | L | 37 | |||||||||||
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Warrants to acquire common stock
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177 | - | - | 177 | |||||||||||||
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Additional paid-in capital
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23,504 | 5,328 | 6,999 | L | 35,831 | ||||||||||||
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Retained earnings
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66,809 | 15,218 | (15,218 | ) | L | 66,809 | |||||||||||
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Accumulated other comprehensive loss
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588 | 66 | (66 | ) | L | 588 | |||||||||||
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TOTAL STOCKHOLDERS' EQUITY
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111,111 | 20,623 | (8,292 | ) | 123,442 | ||||||||||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 1,021,422 | $ | 265,835 | $ | (10,076 | ) | $ | 1,277,181 | ||||||||
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* Assumes completion of the Exchange
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2
SOUTHERN MISSOURI BANCORP, INC. AND PEOPLES SERVICE COMPANY, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Year Ended June 30, 2014
(In thousands, except share and per share data)
|
Southern Missouri
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Peoples Service
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Pro Forma
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|||||||||||||||
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Bancorp
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Company
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Adjustments
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Pro Forma
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||||||||||||||
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INTEREST INCOME
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|||||||||||||||||
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Loans
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$ | 37,552 | $ | 9,877 | $ | 1,454 | M | $ | 48,883 | ||||||||
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Investment securities
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1,951 | 517 | 17 | M | 2,485 | ||||||||||||
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Mortgage-backed securities
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943 | - | - | 943 | |||||||||||||
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Other interest-earning assets
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25 | 179 | - | 204 | |||||||||||||
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TOTAL INTEREST INCOME
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40,471 | 10,573 | 1,471 | 52,515 | |||||||||||||
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INTEREST EXPENSE
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|||||||||||||||||
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Deposits
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5,963 | 1,201 | (366 | ) | M | 6,798 | |||||||||||
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Securities sold under agreements to repurchase
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132 | - | - | 132 | |||||||||||||
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Advances from FHLB Des Moines
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1,085 | 472 | (310 | ) | M | 1,247 | |||||||||||
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Notes due to shareholders
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- | 221 | - | 221 | |||||||||||||
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Subordinated debt
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305 | 135 | 52 | M | 492 | ||||||||||||
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TOTAL INTEREST EXPENSE
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7,485 | 2,029 | (624 | ) | 8,890 | ||||||||||||
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NET INTEREST INCOME
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32,986 | 8,544 | 2,095 | 43,625 | |||||||||||||
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Provision for loan losses
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1,646 | - | - | 1,646 | |||||||||||||
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NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
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31,340 | 8,544 | 2,095 | 41,979 | |||||||||||||
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NONINTEREST INCOME
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|||||||||||||||||
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Deposit account charges and related fees
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2,616 | 453 | - | 3,069 | |||||||||||||
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Bank credit transaction fees
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1,433 | 523 | - | 1,956 | |||||||||||||
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Loan late charges
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241 | 65 | - | 306 | |||||||||||||
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Other loan fees
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443 | 9 | - | 452 | |||||||||||||
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Net realized gains on sale of loans
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503 | 131 | - | 634 | |||||||||||||
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Net realized gains on sale of available for sale securities
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116 | (163 | ) | - | (47 | ) | |||||||||||
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Earnings on bank owned life insurance
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540 | - | - | 540 | |||||||||||||
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Other income
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241 | 267 | - | 508 | |||||||||||||
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TOTAL NONINTEREST INCOME
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6,133 | 1,285 | - | 7,418 | |||||||||||||
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NONINTEREST EXPENSE
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|||||||||||||||||
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Compensation and benefits
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12,265 | 4,912 | - | 17,177 | |||||||||||||
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Occupancy and equipment, net
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3,846 | 1,508 | (74 | ) | M | 5,280 | |||||||||||
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Deposit insurance premiums
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462 | 204 | - | 666 | |||||||||||||
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Legal and professional fees
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1,524 | 433 | - | 1,957 | |||||||||||||
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Advertising
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520 | 159 | - | 679 | |||||||||||||
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Postage and office supplies
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568 | 118 | - | 686 | |||||||||||||
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Intangible amortization
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674 | - | 500 | M | 1,174 | ||||||||||||
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Bank card network fees
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1,114 | 241 | - | 1,355 | |||||||||||||
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Other operating expense
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2,674 | 820 | - | 3,494 | |||||||||||||
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TOTAL NONINTEREST EXPENSE
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23,647 | 8,395 | 426 | 32,468 | |||||||||||||
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INCOME BEFORE INCOME TAXES
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13,826 | 1,434 | 1,669 | 16,929 | |||||||||||||
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INCOME TAXES
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3,745 | 544 | 626 | N | 4,915 | ||||||||||||
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NET INCOME
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10,081 | 890 | 1,043 | 12,014 | |||||||||||||
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Less: dividend on preferred shares
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200 | - | - | 200 | |||||||||||||
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NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
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$ | 9,881 | $ | 890 | $ | 1,043 | $ | 11,814 | |||||||||
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Basic earnings per share available to common stockholders
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$ | 2.99 | $ | 0.85 | $ | 3.23 | |||||||||||
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Diluted earnings per share available to common stockholders
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$ | 2.91 | $ | 0.85 | $ | 3.15 | |||||||||||
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Average shares outstanding - Basic
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3,308,180 | 1,051,677 | 345,893 | O | 3,654,073 | ||||||||||||
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Average shares outstanding - Diluted
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3,400,207 | 1,051,677 | 345,893 | O | 3,746,100 | ||||||||||||
3
Notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Statements
Note 1—Basis of Presentation
The unaudited pro forma combined condensed consolidated financial information has been prepared under the acquisition method of accounting for business combinations. The unaudited pro forma combined condensed consolidated statement of income for the fiscal year ended June 30, 2014, is presented as if the acquisition occurred on July 1, 2013. The unaudited pro forma combined condensed consolidated balance sheet as of June 30, 2014, is presented as if the acquisition occurred as of that date. This information is not intended to reflect the actual results that would have been achieved had the acquisition actually occurred on those dates. The pro forma adjustments are preliminary, based on estimates, and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed. Accordingly, the final fair value adjustments may be materially different from those presented in this document.
Certain historical data of PSC has been reclassified on a pro forma basis to conform to Southern Missouri’s classifications.
Note 2—Purchase Price
Upon completion of the merger, each share of PSC common stock that is issued and outstanding immediately prior to the merger (which includes all shares of PSC common stock issued to the PBC minority shareholders in the exchange) was converted into the right to receive merger consideration consisting of (1) $11.50 in cash and (2) 0.3289 shares of Southern Missouri common stock. Cash was paid in lieu of any fractional shares of Southern Missouri common stock.
Southern Missouri issued 345,893 shares of common stock in the merger, resulting in approximately 3.7 million shares of common stock outstanding after the merger, and paid aggregate cash consideration in the merger of approximately $12.1 million.
Based on PSC’s equity at June 30, 2014, the cash portion of the merger consideration would have been approximately $11.8 million in the aggregate, or $11.22 per share.
Note 3—Allocation of Purchase Price of PSC
Under the acquisition method of accounting, PSC's assets and liabilities and any identifiable intangible assets were required to be adjusted to their estimated fair values. The excess of the purchase price over the fair value of the net assets acquired, net of deferred taxes, was allocated to goodwill. Fair value adjustments included in the pro forma financial statements are based upon available information, and may be revised as additional information becomes available. The following are the pro forma adjustments made to record the transaction and to adjust PSC’s assets and liabilities to their estimated fair values at June 30, 2014.
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Allocation of Purchase Price
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||||
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(in thousands)
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|||
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Purchase price of Peoples:
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||||
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Market value of Southern Missouri common stock
|
||||
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at $35.48 per share as of August 5, 2014
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$ | 12,331 | ||
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Cash to be paid
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11,800 | |||
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Total purchase price
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$ | 24,131 | ||
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Historical net assets of Peoples as of June 30, 2014
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$ | 20,623 | ||
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Fair market value adjustments as of June 30, 2014
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||||
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Loans
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(5,820 | ) | ||
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Elimination of Peoples' allowance for loan losses
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3,333 | |||
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Fixed assets
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1,070 | |||
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Goodwill
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2,227 | |||
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Core deposit intangible
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3,000 | |||
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Time deposits
|
(681 | ) | ||
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FHLB advances
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(1,038 | ) | ||
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Subordinated debt
|
1,633 | |||
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Deferred taxes on purchase accounting adjustments
|
835 | |||
| $ | 25,182 | |||
4
The following pro forma adjustments are reflected in the unaudited pro forma condensed combined consolidated financial information:
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A.
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The cash portion of the purchase price that would have to be paid to PSC shareholders on June 30, 2014, of approximately $11.8 million and repayment by Southern Missouri at the effective time of the merger of PSC outstanding indebtedness of approximately $2.9 million.
|
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B.
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Fair value adjustment on loans which is attributable primarily to expected credit losses. Adjustments for interest rates accruing on the acquired loan portfolio are immaterial to the financial presentation. The fair value adjustment will be accreted over the expected life of the loan portfolio using the level-yield method.
|
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C.
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Elimination of PSC’s allowance for loan losses.
|
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D.
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Fair value adjustment on fixed assets to reflect independently-appraised values of material fixed assets.
|
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E.
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Core deposit intangible recorded at acquisition, to be amortized using the straight-line method over an expected six-year useful life of the deposit portfolio.
|
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F.
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Goodwill recorded at acquisition. Refer to purchase price calculation table above.
|
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G.
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Net deferred tax asset on purchase accounting adjustments, at a tax rate of 37.5%.
|
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H.
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Fair value adjustment on FHLB advances to be amortized using the level-yield method over the remaining life of the advances.
|
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I.
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Repayment by Southern Missouri at the effective time of the merger of PSC outstanding indebtedness of approximately $2.9 million.
|
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J.
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Accrual by PSC of merger costs, net of tax.
|
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K.
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Fair value adjustment on subordinated debt to be accreted using the level-yield method over the remaining life of the debt securities.
|
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L.
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Elimination of PSC stockholders’ equity and issuance of Southern Missouri shares in the merger.
|
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M.
|
See Note 4 regarding estimated pro forma adjustments included in the pro forma combined condensed consolidated statements of operation.
|
|
N.
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Taxes were adjusted for the pro forma combined condensed consolidated statements of operation at a blended 37.5% state and federal rate.
|
|
O.
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Shares issued by Southern Missouri in the merger.
|
5
Note 4—Estimated Amortization/Accretion of Acquisition Accounting Adjustments
For purposes of determining the pro forma effect of the merger on the statements of income, the following pro forma adjustments have been made as if the acquisition occurred as of July 1, 2013 (in thousands):
|
For the year
|
||||
|
ended
|
||||
|
June 30, 2014
|
||||
|
Yield adjustment for interest income on investment securities
|
$ | 17 | ||
|
Yield adjustment for interest income on loans
|
1,454 | |||
|
Amortization of core deposit intangible
|
(500 | ) | ||
|
Depreciation on fixed assets
|
74 | |||
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Yield adjustment for time deposits
|
366 | |||
|
Yield adjustment for interest expense on FHLB advances
|
310 | |||
|
Yield adjustment for interest expense on subordinated debt
|
(52 | ) | ||
|
Total adjustments
|
1,669 | |||
|
Tax effect on pro forma adjustments
|
626 | |||
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Total adjustments, net of tax
|
$ | 1,043 | ||
Note 5—Merger Costs of PSC
The table below reflects the aggregate merger costs of $1.1 million (net of $323,000 tax benefit), computed using the combined federal and state tax rate of 37.5%) incurred by PSC in connection with the merger, which are excluded from the pro forma financial statements. These costs, primarily comprised of cash charges, include the following (in thousands):
|
Professional fees(1)
|
$ | 934,000 | ||
|
Change of control payments
|
290,000 | |||
|
Retention bonuses
|
150,000 | |||
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Data processing, termination, and conversion
|
- | |||
|
Other
|
- | |||
|
Total merger costs
|
1,374,000 | |||
|
Tax benefit
|
323,000 | |||
|
Merger costs, after taxes
|
$ | 1,051,000 | ||
|
______________________
(1) A portion of this amount is not tax deductible.
|
The costs reflected in the table above are those costs associated with the acquisition and merger of PSC into Southern Missouri. Southern Missouri expects to achieve further efficiencies late in calendar year 2014 by merging the bank subsidiary, Peoples Bank of the Ozarks, with and into Southern Bank. Data processing, legal, and other costs involved in that process are not included in this amount.
6