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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 Financial’s 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
Financial

 

Pro Forma
Adjustments

 

Pro
Forma
Combined

 

Pro
Forma
Notes

 

 

 

(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
Financial

 

Pro forma
Adjustments

 

Pro forma
Combined

 

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
Financial

 

Pro forma
Adjustments

 

Pro forma
Combined

 

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 Financial’s 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 Bank’s 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 Financial’s 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 Community’s 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 Company’s 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 Company’s 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 Financial’s 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 Company’s $0.10 par value common shares.  Additionally, Community has agreements in place with private investors to issue 1,120,950 shares of the Company’s 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 Financial’s 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.

 

UAdjustment 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 Community’s 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.