Salisbury
Bancorp Inc., and Subsidiary |
Proforma
Condensed Consolidated Balance Sheets |
Proforma
September 30, 2014 and December 31, 2013 |
(in
000's) |
(unaudited) |
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| |
| |
| |
|
| |
| |
| |
| |
|
| |
| September
30, 2014 | | |
| 1 | | |
| December
31, 2013 | | |
| Change | |
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| | | |
| | | |
| | | |
| | |
ASSETS |
Cash
and cash equivalents and certificates of deposit | |
$ | 59,883 | | |
| | | |
$ | 22,860 | | |
$ | 37,023 | |
Securities
available for sale, at fair value | |
| 100,054 | | |
| | | |
| 114,797 | | |
| (14,743 | ) |
Loans,
net and loans held for sale | |
| 656,440 | | |
| | | |
| 617,116 | | |
| 39,324 | |
Premises
and equipment, net | |
| 14,506 | | |
| | | |
| 13,286 | | |
| 1,220 | |
Goodwill | |
| 12,553 | | |
| | | |
| 12,553 | | |
| — | |
Identifiable
intangible assets | |
| 2,749 | | |
| | | |
| 2,791 | | |
| (42 | ) |
Cash
surrender value of life insurance policies | |
| 13,189 | | |
| | | |
| 11,851 | | |
| 1,338 | |
Other
assets | |
| 12,260 | | |
| | | |
| 14,484 | | |
| (2,224 | ) |
| |
| | | |
| | | |
| | | |
| | |
Total
assets | |
$ | 871,634 | | |
| | | |
$ | 809,738 | | |
$ | 61,896 | |
| |
| | | |
| | | |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY |
Deposits | |
$ | 726,359 | | |
| | | |
$ | 673,276 | | |
$ | 53,083 | |
Borrowings | |
| 36,142 | | |
| | | |
| 33,390 | | |
| 2,752 | |
Other
liabilities | |
| 5,413 | | |
| | | |
| 4,489 | | |
| 924 | |
Total
liabilities | |
| 767,914 | | |
| | | |
| 711,155 | | |
| 56,759 | |
| |
| | | |
| | | |
| | | |
| | |
Stockholders' equity | |
| 103,720 | | |
| 2 | | |
| 98,583 | | |
| 3,597 | |
| |
| | | |
| | | |
| | | |
| | |
Total
liabilities and stockholders' equity | |
$ | 871,634 | | |
| | | |
$ | 809,738 | | |
$ | 61,896 | |
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| | | |
| | | |
| | | |
| | |
Notes: | |
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| | | |
| | | |
| | |
(1) |
September
30, 2014 includes the SAL June 2014 acquisition of a branch from another financial institution. |
As a
result of this acquisition, cash and cash equivalents increased $16,969,000, loans increased $61,000, intangible
assets increased $489,000, fixed assets increased $158,000, and deposits increased $17,678,000, at June 30, 2014. |
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| | | |
| | | |
| | | |
| | |
(2) |
Includes
dividend adjustment of $0.28 per share per quarter on additional 1,007,000 shares, 1,001,000 of which were issued to Riverside
shareholders and an additional 6,000 shares were awarded under the 2011 Long Term Incentive Plan. |
Salisbury Bancorp Inc., and Subsidiary |
Proforma Condensed Consolidated Statements of Income |
Proforma For the Three Months Ended September 30, 2014 and
September 30, 2013 |
Proforma For the Nine Months Ended September 30, 2014 and September
30, 2013 |
(Unaudited) |
|
|
|
| |
Three Months Ended 1 | |
| Nine
Months Ended 1 |
| |
September 30, | |
| September
30, |
| |
|
2014 |
|
|
|
|
|
|
2013 |
|
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|
|
| 2014 |
|
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|
2013 |
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| | |
(in thousands except per share data) | |
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|
Interest and dividend income: | |
| | | |
| | |
| | | |
| | |
| | | |
| | |
|
Interest and fees on loans | |
$ | 7,695 | | |
2 | | |
$ | 6,971 | | |
| | |
$ | 22,875 | | |
2 | | $ |
20,699 |
Interest and dividends on securities | |
| 851 | | |
3 | | |
| 945 | | |
| | |
| 2,595 | | |
3 | | |
2,952 |
Total interest and dividend income | |
| 8,546 | | |
| | |
| 7,916 | | |
| | |
| 25,470 | | |
| | |
23,651 |
| |
| | | |
| | |
| | | |
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| | | |
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|
Interest expense: | |
| | | |
| | |
| | | |
| | |
| | | |
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|
Interest on deposits | |
| 521 | | |
4 | | |
| 745 | | |
| | |
| 1,549 | | |
4 | | |
2,424 |
Interest on borrowed funds | |
| 311 | | |
| | |
| 313 | | |
| | |
| 926 | | |
| | |
939 |
Total interest expense | |
| 832 | | |
| | |
| 1,058 | | |
| | |
| 2,475 | | |
| | |
3,363 |
| |
| | | |
| | |
| | | |
| | |
| | | |
| | |
|
Net interest and dividend income | |
| 7,714 | | |
| | |
| 6,858 | | |
| | |
| 22,995 | | |
| | |
20,288 |
Provision for loan losses | |
| 318 | | |
5 | | |
| 450 | | |
| | |
| 969 | | |
5 | | |
1,626 |
Net interest income, after provision for loan losses | |
| 7,396 | | |
| | |
| 6,408 | | |
| | |
| 22,026 | | |
| | |
18,662 |
| |
| | | |
| | |
| | | |
| | |
| | | |
| | |
|
Non-interest income: | |
| | | |
| | |
| | | |
| | |
| | | |
| | |
|
Service charges on deposits | |
| 760 | | |
| | |
| 734 | | |
| | |
| 2,173 | | |
| | |
2,101 |
Income from fiduciary activities | |
| 791 | | |
| | |
| 750 | | |
| | |
| 2,509 | | |
| | |
2,299 |
Other operating income | |
| 229 | | |
| | |
| 201 | | |
| | |
| 535 | | |
| | |
886 |
Total non-interest income | |
| 1,780 | | |
| | |
| 1,685 | | |
| | |
| 5,217 | | |
| | |
5,286 |
| |
| | | |
| | |
| | | |
| | |
| | | |
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|
Non-interest expense: | |
| | | |
9 | | |
| | | |
| | |
| | | |
9 | | |
|
Salaries and employee benefits | |
| 3,447 | | |
8 | | |
| 3,492 | | |
| | |
| 10,259 | | |
8 | | |
10,284 |
Occupancy and equipment expenses | |
| 877 | | |
6 | | |
| 802 | | |
| | |
| 2,565 | | |
6 | | |
2,321 |
Other operating expense | |
| 2,167 | | |
7 | | |
| 1,721 | | |
| | |
| 6,738 | | |
7 | | |
5,565 |
Total non-interest expense | |
| 6,491 | | |
| | |
| 6,015 | | |
| | |
| 19,562 | | |
| | |
18,170 |
| |
| | | |
| | |
| | | |
| | |
| | | |
| | |
|
Income before income taxes | |
| 2,685 | | |
| | |
| 2,078 | | |
| | |
| 7,681 | | |
| | |
5,778 |
Provision for income taxes | |
| 756 | | |
10 | | |
| 544 | | |
| | |
| 2,272 | | |
10 | | |
1,431 |
Net income | |
$ | 1,929 | | |
| | |
$ | 1,534 | | |
| | |
$ | 5,409 | | |
| | $ |
4,347 |
Net income available to common shareholders | |
$ | 1,889 | | |
| | |
$ | 1,494 | | |
| | |
$ | 5,289 | | |
| | $ |
4,227 |
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| | | |
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|
Shares: | |
| | | |
| | |
| | | |
| | |
| | | |
| | |
|
Basic | |
| 2,692 | | |
| | |
| 2,698 | | |
| | |
| 2,691 | | |
| | |
2,699 |
Diluted | |
| 2,712 | | |
| | |
| 2,698 | | |
| | |
| 2,711 | | |
| | |
2,699 |
| |
| | | |
| | |
| | | |
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| | | |
| | |
|
Earnings per share: | |
| | | |
| | |
| | | |
| | |
| | | |
| | |
|
Basic | |
$ | 0.70 | | |
| | |
$ | 0.55 | | |
| | |
$ | 1.97 | | |
| | $ |
1.57 |
Diluted | |
$ | 0.70 | | |
| | |
$ | 0.55 | | |
| | |
$ | 1.95 | | |
| | $ |
1.57 |
1
|
September
30, 2014 includes the SAL June 2014 acquisition of a branch from another financial institution. |
|
Impacts
from this transaction included in the proforma condensed statements of income for the nine months ending September 30,
2014 are (in whole dollars): |
2
|
No adjustment for incremental PCI accretion is included. Totals
reflect historically reported income adjusted for impact of ASC 310-20 loans |
3
|
Adjusted to reflect estimated yield change as a result of fair
value adjustments |
4
|
Adjustment for interest rate mark on time deposits |
5
|
Riverside's historical provision expense reversed as required
under purchase accounting |
6
|
Reflects adjustment to depreciation expense resulting from fair
value of real estate |
7
|
Reflects amortization of core deposit intangible created through
assumption of Riverside's core deposits |
8
|
Reflects adjustment related to certain employee benefits due
to Riverside acquisition |
9
|
Reflects estimated net operations cost saves of $142 for the
three month period and $426 for the nine month period |
10
|
Reflects a change in taxes from adjustments at an assumed tax
rate of 34% |
11
|
Projected adjustment to Interest and fees on loans as a result
of ASC 310-20 |