Attached files
file | filename |
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8-K/A - 8-K/A - Your Community Bankshares, Inc. | a15-6746_18ka.htm |
Exhibit 99.1
Unaudited Pro Forma Combined Condensed Consolidated Financial Information
In this Exhibit 99.1, references to Community, the Company, we, our and us mean Community Bank Shares of Indiana, Inc. including, unless the context otherwise requires or as otherwise expressly stated, its subsidiaries. The following unaudited pro forma condensed combined consolidated financial information has been prepared using the acquisition method of accounting, giving effect to our acquisition of First Financial Service Corporation (First Financial). The unaudited pro forma condensed combined consolidated balance sheets combine the historical financial information of the Company and First Financial as of September 30, 2014, and assume that the First Financial acquisition were completed on that date. The unaudited pro forma condensed combined consolidated statements of income for the nine month period ended September 30, 2014 and the twelve month period ended December 31, 2013 give effect to the First Financial acquisition as if the transaction had been completed on January 1, 2013.
The unaudited pro forma condensed combined consolidated financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. The unaudited pro forma combined condensed consolidated financial information also does not consider any potential impacts of current market conditions on revenues, expense efficiencies, asset dispositions and share repurchases, among other factors.
On January 1, 2015, the Company completed its acquisition of First Financial. Consistent with the terms of the agreement, Community issued 792,392 shares of its common stock valued at $21.6 million and paid $431,000 in cash for fractional shares and to settle outstanding options to First Financial shareholders. As part of the transaction, First Financials subsidiary, First Federal Savings Bank of Elizabethtown, Kentucky was merged into Your Community Bank (the Bank), a subsidiary of the Company.
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet
as of September 30, 2014
|
|
Community |
|
First |
|
Pro Forma |
|
Pro |
|
Pro |
| ||||
|
|
(In thousands) |
| ||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
| ||||
Cash and due from financial institutions |
|
$ |
14,540 |
|
$ |
12,356 |
|
$ |
11,047 |
|
$ |
37,943 |
|
A |
|
Interest-bearing deposits in other financial institutions |
|
5,655 |
|
44,620 |
|
|
|
50,275 |
|
|
| ||||
Securities available for sale |
|
202,174 |
|
208,087 |
|
|
|
410,261 |
|
|
| ||||
Loans (including loans held for sale) |
|
593,124 |
|
437,033 |
|
(20,138 |
) |
1,010,019 |
|
B |
| ||||
Allowance for Loan Losses |
|
(7,784 |
) |
(8,218 |
) |
8,218 |
|
(7,784 |
) |
C |
| ||||
Net Loans |
|
585,340 |
|
428,815 |
|
(11,920 |
) |
1,002,235 |
|
|
| ||||
Federal Home Loan Bank and Federal Reserve stock |
|
5,964 |
|
4,080 |
|
|
|
10,044 |
|
|
| ||||
Accrued interest receivable |
|
3,028 |
|
1,664 |
|
|
|
4,692 |
|
|
| ||||
Premises and equipment, net |
|
17,986 |
|
24,435 |
|
(2,345 |
) |
40,076 |
|
D |
| ||||
Company owned life insurance |
|
21,887 |
|
10,696 |
|
|
|
32,583 |
|
|
| ||||
Goodwill |
|
|
|
|
|
2,088 |
|
2,088 |
|
E |
| ||||
Other intangibles |
|
759 |
|
|
|
5,667 |
|
6,426 |
|
F |
| ||||
Foreclosed and repossessed assets |
|
4,677 |
|
9,537 |
|
(753 |
) |
13,461 |
|
G |
| ||||
Other assets |
|
3,945 |
|
8,602 |
|
14,005 |
|
26,552 |
|
H |
| ||||
Total assets |
|
$ |
865,955 |
|
$ |
752,892 |
|
$ |
17,790 |
|
$ |
1,636,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Liabilities and Shareholders Equity: |
|
|
|
|
|
|
|
|
|
|
| ||||
Deposits |
|
|
|
|
|
|
|
|
|
|
| ||||
Non interest-bearing |
|
$ |
187,592 |
|
$ |
85,654 |
|
$ |
|
|
$ |
273,246 |
|
|
|
Interest-bearing |
|
467,619 |
|
588,093 |
|
6,940 |
|
1,062,652 |
|
I |
| ||||
Total deposits |
|
655,211 |
|
673,747 |
|
6,940 |
|
1,335,898 |
|
|
| ||||
Other borrowings |
|
37,070 |
|
|
|
10,000 |
|
47,070 |
|
J |
| ||||
Federal Home Loan Bank advances |
|
55,000 |
|
12,236 |
|
980 |
|
68,216 |
|
K |
| ||||
Subordinated debentures |
|
17,000 |
|
18,000 |
|
(6,622 |
) |
28,378 |
|
L |
| ||||
Accrued interest payable |
|
87 |
|
5,516 |
|
(5,516 |
) |
87 |
|
M |
| ||||
Accrued senior preferred dividend |
|
110 |
|
4,707 |
|
(4,707 |
) |
110 |
|
N |
| ||||
Other liabilities |
|
4,989 |
|
4,079 |
|
12,262 |
|
21,330 |
|
O |
| ||||
Total liabilities |
|
769,467 |
|
718,285 |
|
13,337 |
|
1,501,089 |
|
|
| ||||
Shareholders equity: |
|
|
|
|
|
|
|
|
|
|
| ||||
Preferred stock |
|
28,000 |
|
20,000 |
|
(20,000 |
) |
28,000 |
|
P |
| ||||
Common stock and additional paid-in-Capital |
|
44,471 |
|
42,233 |
|
3,330 |
|
90,034 |
|
Q |
| ||||
Retained earnings |
|
30,196 |
|
(20,606 |
) |
14,103 |
|
23,693 |
|
R |
| ||||
Accumulated other comprehensive income (loss) |
|
1,035 |
|
(7,020 |
) |
7,020 |
|
1,035 |
|
S |
| ||||
Treasury stock |
|
(7,214 |
) |
|
|
|
|
(7,214 |
) |
|
| ||||
Total shareholders equity |
|
96,488 |
|
34,607 |
|
4,453 |
|
135,548 |
|
|
| ||||
Total liabilities and shareholders equity |
|
$ |
865,955 |
|
$ |
752,892 |
|
$ |
17,790 |
|
$ |
1,636,637 |
|
|
|
Unaudited Pro Forma Condensed Combined Consolidated Income Statement
For the Nine Months Ended September 30, 2014
|
|
Community |
|
First |
|
Pro forma |
|
Pro forma |
|
Notes |
| ||||
|
|
(In thousands, except share and per share amounts) |
| ||||||||||||
Interest and dividend income |
|
|
|
|
|
|
|
|
|
|
| ||||
Loans, including fees |
|
$ |
21,039 |
|
$ |
16,609 |
|
$ |
(299 |
) |
$ |
37,349 |
|
T |
|
Other interest income |
|
4,002 |
|
3,970 |
|
520 |
|
8,492 |
|
U |
| ||||
|
|
25,041 |
|
20,579 |
|
221 |
|
45,841 |
|
|
| ||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
| ||||
Deposits |
|
775 |
|
3,457 |
|
(1,301 |
) |
2,931 |
|
V |
| ||||
Other borrowings |
|
72 |
|
|
|
401 |
|
473 |
|
W |
| ||||
Federal Home Loan Bank advances |
|
257 |
|
406 |
|
(210 |
) |
453 |
|
X |
| ||||
Subordinated debentures |
|
301 |
|
787 |
|
214 |
|
1,302 |
|
Y |
| ||||
|
|
1,405 |
|
4,650 |
|
(896 |
) |
5,159 |
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net interest income |
|
23,636 |
|
15,929 |
|
1,117 |
|
40,682 |
|
|
| ||||
Provision for loan losses |
|
638 |
|
(1,576 |
) |
|
|
(938 |
) |
|
| ||||
Net interest income after provision for loan losses |
|
22,998 |
|
17,505 |
|
1,117 |
|
41,620 |
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-interest income |
|
|
|
|
|
|
|
|
|
|
| ||||
Service charges on deposit accounts |
|
2,501 |
|
3,963 |
|
|
|
6,464 |
|
|
| ||||
Net gains (losses) on sales of available for sale securities |
|
468 |
|
(22 |
) |
|
|
446 |
|
|
| ||||
Other income |
|
1,947 |
|
1,168 |
|
|
|
3,115 |
|
|
| ||||
|
|
4,916 |
|
5,109 |
|
|
|
10,025 |
|
|
| ||||
Non-interest expense |
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries and employee benefits |
|
10,602 |
|
10,952 |
|
(814 |
) |
20,740 |
|
Z |
| ||||
Occupancy and equipment |
|
2,848 |
|
2,059 |
|
|
|
4,907 |
|
|
| ||||
Data processing |
|
1,947 |
|
2,938 |
|
|
|
4,885 |
|
|
| ||||
FDIC insurance premiums |
|
449 |
|
1,348 |
|
|
|
1,797 |
|
|
| ||||
Other expense |
|
4,091 |
|
7,649 |
|
(212 |
) |
11,528 |
|
AA |
| ||||
|
|
19,937 |
|
24,946 |
|
(1,026 |
) |
43,857 |
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Income (loss) before income taxes |
|
7,977 |
|
(2,332 |
) |
2,142 |
|
7,787 |
|
|
| ||||
Income tax expense (benefit) |
|
1,401 |
|
(767 |
) |
290 |
|
924 |
|
BB |
| ||||
Net income (loss) |
|
6,576 |
|
(1,565 |
) |
1,852 |
|
6,863 |
|
|
| ||||
Preferred stock dividends |
|
(329 |
) |
(1,330 |
) |
|
|
(1,659 |
) |
|
| ||||
Net income (loss) available (attributable) to common shareholders |
|
$ |
6,247 |
|
$ |
(2,895 |
) |
$ |
1,852 |
|
$ |
5,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings (loss) per share |
|
$ |
1.82 |
|
$ |
(0.58 |
) |
|
|
$ |
0.97 |
|
|
| |
Weighted average shares outstanding |
|
3,434,660 |
|
4,974,906 |
|
|
|
5,348,002 |
|
CC |
| ||||
Diluted earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings (loss) per share |
|
$ |
1.80 |
|
$ |
(0.58 |
) |
|
|
$ |
0.97 |
|
|
| |
Weighted average shares outstanding |
|
3,472,792 |
|
4,974,906 |
|
|
|
5,386,134 |
|
CC |
|
Unaudited Pro Forma Condensed Combined Consolidated Income Statement
For the Year Ended December 31, 2013
|
|
Community |
|
First |
|
Pro forma |
|
Pro forma |
|
Notes |
| ||||
|
|
(In thousands, except share and per share amounts) |
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest and dividend income |
|
|
|
|
|
|
|
|
|
|
| ||||
Loans, including fees |
|
$ |
27,377 |
|
$ |
25,711 |
|
$ |
(399 |
) |
$ |
52,689 |
|
T |
|
Other interest income |
|
5,876 |
|
6,711 |
|
693 |
|
13,280 |
|
U |
| ||||
|
|
33,253 |
|
32,422 |
|
294 |
|
65,969 |
|
|
| ||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
| ||||
Deposits |
|
1,191 |
|
6,926 |
|
(1,735 |
) |
6,382 |
|
V |
| ||||
Other borrowings |
|
113 |
|
|
|
535 |
|
648 |
|
W |
| ||||
Federal Home Loan Bank advances |
|
517 |
|
538 |
|
(280 |
) |
775 |
|
X |
| ||||
Subordinated debentures |
|
406 |
|
1,364 |
|
285 |
|
2,055 |
|
Y |
| ||||
|
|
2,227 |
|
8,828 |
|
(1,195 |
) |
9,860 |
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net interest income |
|
31,026 |
|
23,594 |
|
1,489 |
|
56,109 |
|
|
| ||||
Provision for loan losses |
|
3,410 |
|
(3,086 |
) |
|
|
324 |
|
|
| ||||
Net interest income after provision for loan losses |
|
27,616 |
|
26,680 |
|
1,489 |
|
55,785 |
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-interest income |
|
|
|
|
|
|
|
|
|
|
| ||||
Service charges on deposit accounts |
|
3,394 |
|
5,306 |
|
|
|
8,700 |
|
|
| ||||
Net gains (losses) on sales of available for sale securities |
|
742 |
|
1,257 |
|
|
|
1,999 |
|
|
| ||||
Other income |
|
4,548 |
|
1,529 |
|
|
|
6,077 |
|
|
| ||||
|
|
8,684 |
|
8,092 |
|
|
|
16,776 |
|
|
| ||||
Non-interest expense |
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries and employee benefits |
|
13,381 |
|
15,247 |
|
|
|
28,628 |
|
|
| ||||
Occupancy and equipment |
|
3,511 |
|
2,728 |
|
|
|
6,239 |
|
|
| ||||
Data processing |
|
2,794 |
|
3,751 |
|
|
|
6,545 |
|
|
| ||||
FDIC insurance premiums |
|
670 |
|
2,109 |
|
|
|
2,779 |
|
|
| ||||
Other expense |
|
5,715 |
|
10,193 |
|
706 |
|
16,614 |
|
AA |
| ||||
|
|
26,071 |
|
34,028 |
|
706 |
|
60,805 |
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Income before income taxes |
|
10,229 |
|
744 |
|
783 |
|
11,756 |
|
|
| ||||
Income tax expense |
|
1,562 |
|
3 |
|
(208 |
) |
1,357 |
|
BB |
| ||||
Net income |
|
8,667 |
|
741 |
|
991 |
|
10,399 |
|
|
| ||||
Preferred stock dividends |
|
(802 |
) |
(1,054 |
) |
|
|
(1,856 |
) |
|
| ||||
Net income (loss) available (attributable) to common shareholders |
|
$ |
7,865 |
|
$ |
(313 |
) |
$ |
991 |
|
$ |
8,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings (loss) per share |
|
$ |
2.32 |
|
$ |
(0.06 |
) |
|
|
$ |
1.61 |
|
|
| |
Weighted average shares outstanding |
|
3,387,906 |
|
4,828,000 |
|
|
|
5,301,248 |
|
CC |
| ||||
Diluted earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings (loss) per share |
|
$ |
2.32 |
|
$ |
(0.06 |
) |
|
|
$ |
1.61 |
|
|
| |
Weighted average shares outstanding |
|
3,387,906 |
|
4,828,000 |
|
|
|
5,301,248 |
|
CC |
|
Notes to Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet
As of September 30, 2014
(In thousands, except share and per share amounts)
The following pro forma adjustments have been reflected in the unaudited condensed combined consolidated financial statements presented for Community and First Financial. All adjustments are based on current assumptions and valuations, which are subject to change. The adjustments are presented in thousands, with the exception of per share amounts.
A - Adjustments to cash |
|
|
| |
To reflect redemption of First Financial preferred stock |
|
$ |
(9,000 |
) |
To reflect payment of deferred accrued dividends on First Financial preferred stock |
|
(3,928 |
) | |
To reflect payment of deferred accrued interest on First Financial subordinated debentures |
|
(5,516 |
) | |
To reflect net proceeds from issuance of Community common stock |
|
19,491 |
| |
To reflect proceeds from third-party correspondent loan |
|
10,000 |
| |
|
|
$ |
11,047 |
|
· First Financial has 20,000 shares of preferred stock outstanding which will be repurchased through a mix of cash and conversion to Community common shares. An agreement in place with the holder of 14,791 shares will allow Community to repurchase each share at $480 per share while an additional 1,900 shares will be repurchased at $1,000 per share for a total cash payment of $9,000. The remaining 3,309 preferred shares will be exchanged at the time of the transaction for Community common shares in addition to unpaid dividends on those shares of $779 as of September 30, 2014.
· As of September 30, 2014, First Financial had $4,707 of accrued, unpaid dividends outstanding. The pro forma adjustment reflects the cash payment of $3,928 of the unpaid dividends. The remaining outstanding unpaid dividends of $779 will be converted into Community common shares per the agreement with the holder of those shares.
· The pro forma cash adjustment reflects the payment of the deferred accrued interest on First Financials subordinated debentures as of September 30, 2014.
· Community is issuing 1,120,950 shares to private investors to increase its capital levels in connection with the share exchange with First Financial. One of the private investors owns 3,309 shares of First Financial preferred shares and is converting those shares, plus unpaid dividends, to common shares of Community. An adjustment to cash has been made to reflect the cash received from the placement of common shares to private investors, net of expenses and the exchange of 3,309 preferred shares, plus unpaid dividends, to common shares.
· Adjustment to reflect the proceeds from a loan from a third-party correspondent bank of $10.0 million, the proceeds of which will be used to increase Your Community Banks Tier 1 capital levels in connection with the bank merger.
B - Community has reviewed the loan portfolio and estimated the associated credit and interest rate fair value adjustments. Once the acquisition has been completed, Community will update and finalize its analysis which may change significantly from the initial estimate. The pro forma balance of loans was increased by $2,794 for the accretable yield portion, or interest rate fair value adjustment, and decreased by $22,932 for the non-accretable yield portion, or credit fair value adjustment.
C - Purchase accounting reversal of First Financials allowance for loan losses which cannot be carried over in accordance with ASC 805 Business Combinations.
D Adjustment to reflect estimated fair value at acquisition date of acquired premises and equipment.
Notes to Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet
As of September 30, 2014
(In thousands, except share and per share amounts)
E - Adjustment represents the excess of consideration paid over the fair value of net assets acquired. The pro forma adjustment assumes the stock consideration will total $21.6 million (based on Communitys closing stock price of $27.20 on December 31, 2014) plus cash of $431 for First Financial stock option holders and fractional shares.
Fair value of consideration |
|
|
|
$ |
21,984 |
| |
|
|
|
|
|
| ||
Fair value of assets acquired: |
|
|
|
|
| ||
|
|
|
|
|
| ||
Cash and due from financial institutions |
|
$ |
12,356 |
|
|
| |
Interest-bearing deposits in other financial institutions |
|
44,620 |
|
|
| ||
Securities available for sale |
|
208,087 |
|
|
| ||
Net Loans |
|
416,895 |
|
|
| ||
Federal Home Loan Bank stock |
|
4,080 |
|
|
| ||
Premises and equipment |
|
22,090 |
|
|
| ||
Company owned life insurance |
|
10,696 |
|
|
| ||
Core deposit intangible |
|
5,667 |
|
|
| ||
Foreclosed and repossessed assets |
|
8,784 |
|
|
| ||
Deferred tax asset |
|
9,837 |
|
|
| ||
Other assets |
|
10,266 |
|
|
| ||
Total assets |
|
753,378 |
|
|
| ||
|
|
|
|
|
| ||
Fair value of liabilities assumed: |
|
|
|
|
| ||
Deposits |
|
680,687 |
|
|
| ||
Federal Home Loan Bank advances |
|
13,216 |
|
|
| ||
Subordinated debentures |
|
11,378 |
|
|
| ||
Other liabilities |
|
15,892 |
|
|
| ||
Total liabilities |
|
721,173 |
|
|
| ||
|
|
|
|
|
| ||
Liquidation amount of preferred stock |
|
12,309 |
|
|
| ||
|
|
|
|
|
| ||
Net assets acquired |
|
|
|
19,896 |
| ||
|
|
|
|
|
| ||
Pro forma goodwill |
|
|
|
$ |
2,088 |
| |
F Preliminary purchase accounting adjustment which represents the Companys estimate of the core deposit intangible to be recorded. The actual amount of such core deposit intangible asset will be determined at the completion of the transaction and will be based on an independent third party appraisal.
G Adjustment to reflect the estimated fair value of foreclosed and repossessed assets. Subsequent to the completion of the transaction, Community will finalize its determination of the fair value of the acquired foreclosed and repossessed property which could significantly change the estimated purchase accounting adjustments.
H - Adjustment to current and deferred income taxes based on the pro forma fair value adjustments of acquired assets and assumed liabilities and on a calculation of future tax benefits.
I - Adjustment to the fair value of time deposits to reflect the current market rate of interest.
J Adjustment to reflect $10.0 million borrowing from third-party correspondent bank.
K - Adjustment to the fair value of Federal Home Loan Bank advances to reflect the current market rate of interest.
L - Adjustment to the fair value of subordinated debentures to reflect the current market rate of interest.
Notes to Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet
As of September 30, 2014
(In thousands, except share and per share amounts)
M Upon completion of the transaction, Community will pay the outstanding deferred accrued interest on First Financial subordinated debentures.
N Upon completion of the transaction, Community will pay the outstanding deferred accrued dividends on preferred stock of First Financial.
O Adjustment reflects the amount of anticipated transaction and merger and integration costs including contract termination costs, investment banker, accountant, and legal fees, and severance and change in control payments to employees. The pro forma income statements do not include expense associated with the items listed above and have been adjusted to remove any expense incurred.
P - Adjustments to preferred stock |
|
|
| |
To reflect redemption of First Financial preferred stock |
|
$ |
(12,309 |
) |
To reflect difference between redemption amount of First Financial preferred stock and liquidation preference |
|
(7,691 |
) | |
|
|
$ |
(20,000 |
) |
First Financial has an agreement in place with holder of 14,791 shares of the Companys preferred stock with a liquidation preference of $1,000 per share to redeem at $480 per share resulting in a reduction in the liquidation amount from par of $7,691. The remaining 5,209 shares are redeemable at the liquidation preference of $1,000 per share. All outstanding preferred stock will be redeemed at the closing date of the transaction or shortly thereafter.
Q - Adjustments to common stock and additional paid-in-capital |
|
|
| |
To eliminate First Financial historical common stock and additional paid-in-capital |
|
$ |
(42,233 |
) |
To reflect issuance of Community common stock to First Financial shareholders |
|
21,984 |
| |
To reflect issuance of Community common stock to private investors |
|
23,579 |
| |
|
|
$ |
3,330 |
|
This adjustment represents the elimination of First Financials historical common stock and reflects the issuance of Community shares to First Financial shareholders and the corresponding issuance of Community common shares to private investors. As of the closing date of the transaction, First Financial had 5,181,195 common shares outstanding. Based on the exchange ratio of 0.153 Community shares for each First Financial share, Community issued 792,392 shares to First Financial shareholders of the Companys $0.10 par value common shares. Additionally, Community has agreements in place with private investors to issue 1,120,950 shares of the Companys common stock at $22.33 per share for $23,579, which is net of issuance costs of $1,452.
R - Adjustments to retained earnings |
|
|
| |
To eliminate First Financial historical retained deficit |
|
$ |
20,606 |
|
To reflect transaction costs, net of tax |
|
(6,503 |
) | |
|
|
$ |
14,103 |
|
This adjustment eliminates First Financials historical retained deficit and reflects the estimated transaction costs.
S - Adjustment to eliminate First Financial historical other comprehensive loss.
Notes to Unaudited Pro Forma Condensed Combined Consolidated Income Statements
For the Nine Months Ending September 30, 2014 and Year Ending December 31, 2013
(In thousands, except share and per share amounts)
T - Community has evaluated the acquired loan portfolio to estimate the necessary credit and interest rate fair value adjustments. Subsequently, the accretable portion of the fair value adjustment will be accreted into earnings using the level yield method over the remaining maturity of the underlying loans. For purposes of the pro forma impact, the net discount accretion was estimated using the overall weighted average maturity of the loan portfolio, 7.0 years.
U Adjustment to accrete the fair value of acquired available for sale securities into earnings using the level yield method over the remaining maturity of the underlying securities, which is approximately 7.5 years.
V - Adjustment to reflect the estimated fair value of time deposits based on the current market rate of interest for comparable deposits. The fair value adjustment will be accreted into earnings as a reduction of the cost of funds over the estimated maturity of 4.0 years using the level yield method.
W - Adjustment to reflect interest expense on $10.0 million borrowing from third-party correspondent bank at an assumed interest rate of 5.35%.
X - Adjustment to reflect the estimated fair value of Federal Home Loan Bank advances based on the current market rate of interest for comparable borrowings. The fair value adjustment will be accreted into earnings as a reduction of the cost of funds over the estimated maturity of 3.5 years using the level yield method.
Y - Adjustment to reflect the estimated fair value of subordinated debentures based on the current market rate of interest for comparable borrowings. The fair value adjustment will be amortized into earnings as an increase to the cost of funds over the estimated maturity of 23.5 years using the level yield method.
Z Adjustment to reduce salaries and employee benefits expense for accelerated vesting of stock based awards as a result of the acquisition agreement.
AA Adjustment to amortize the acquired core deposit intangible asset over 10 years on an accelerated method for $517 and $706 for the nine months ended September 30, 2014 and year ended December 31, 2013, respectively. Community also made an adjustment to reduce other expense by $728 for the nine months ended September 30, 2014 for non-recurring transaction costs incurred during the period for both First Financial and Community.
BB - Adjustment to reflect the income tax effect of pro forma adjustments at Communitys income tax rate of 34%. In addition, an adjustment was made to remove the effect of valuation allowance recorded at First Financial for $438 and $474 for the nine months ended September 30, 2014 and year ended December 31, 2013, respectively.
CC - Adjustment to weighted average shares for the conversion of 5,181,195 shares outstanding on the acquisition date at the conversion ratio of 0.153 shares of Community shares for additional Community shares outstanding of 792,392. In addition, an adjustment has been made for the issuance of 1,120,950 shares to private investors at the transaction date.