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8-K/A - FORM 8-K/A - Federal Home Loan Bank of Des Moines | form8-kamergerproformainfo.htm |
EXHIBIT 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information and explanatory notes are based on the separate historical financial statements of the Des Moines Bank and the Seattle Bank after giving effect to the Merger and the assumptions and adjustments described in the accompanying notes.
The unaudited pro forma condensed combined financial information was prepared under the acquisition method of accounting for mutual entities, with the Des Moines Bank treated as the acquirer. Under the acquisition method, the assets and liabilities of the Seattle Bank, as of the effective date of the Merger, were recorded by the Des Moines Bank at their respective fair values. Based on the consideration transferred, no goodwill was recorded.
The unaudited pro forma condensed combined balance sheet as of March 31, 2015, is presented as if the Merger had occurred on March 31, 2015. The unaudited pro forma condensed combined income statements for the fiscal year ended December 31, 2014 and the three months ended March 31, 2015 are presented as if the Merger had occurred on January 1, 2014. The historical financial information has been adjusted to reflect factually supportable items that are directly attributable to the Merger and, with respect to the income statements only, expected to have a continuing impact on results of operations.
The unaudited pro forma condensed combined financial information is provided for informational purposes only. It is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the Merger been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma condensed combined financial information and related adjustments required management to make certain assumptions and estimates. This financial information does not consider any potential impacts of anticipated cost savings, among other factors.
As explained in more detail in the accompanying notes, the pro forma allocation of purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment. Adjustments may include, but are not limited to, changes in (i) the Des Moines Bank's and the Seattle Bank's non-merger related business activities through the effective date of the Merger, (ii) the underlying values of assets and liabilities if market conditions differ from current assumptions, and (iii) total merger related expenses if implementation costs vary from current estimates.
The unaudited pro forma condensed combined financial statements should be read together with:
• | the accompanying notes; |
• | the Des Moines Bank’s separate audited historical financial statements and accompanying notes as of and for the year ended December 31, 2014, included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014; |
• | the Seattle Bank’s separate audited historical financial statements and accompanying notes as of and for the year ended December 31, 2014, included in the Des Moines Bank's Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on June 1, 2015; |
• | the Des Moines Bank’s separate unaudited historical financial statements and accompanying notes as of and for the three months ended March 31, 2015, included in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015; and |
• | the Seattle Bank’s separate unaudited historical financial statements and accompanying notes as of and for the three months ended March 31, 2015, included in the Des Moines Bank's Current Report on Form 8-K filed with the SEC on June 1, 2015. |
1
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2015
(dollars in thousands, except capital stock par value)
Historical | Pro Forma | |||||||||||||||
Des Moines | Seattle | Adjustments | Combined | |||||||||||||
ASSETS | ||||||||||||||||
Cash and due from banks | $ | 341,844 | $ | 144 | $ | — | $ | 341,988 | ||||||||
Interest-bearing deposits | 1,854 | 248 | — | 2,102 | ||||||||||||
Securities purchased under agreements to resell | 9,170,000 | 5,250,000 | (1 | ) | A | 14,419,999 | ||||||||||
Federal funds sold | 1,580,000 | 2,940,800 | 78 | B | 4,520,878 | |||||||||||
Investment securities | ||||||||||||||||
Trading securities | 2,544,459 | — | — | 2,544,459 | ||||||||||||
Available-for-sale securities | 12,656,377 | 15,929,939 | — | 28,586,316 | ||||||||||||
Held-to-maturity securities | 1,105,821 | — | — | 1,105,821 | ||||||||||||
Total investment securities | 16,306,657 | 15,929,939 | — | 32,236,596 | ||||||||||||
Advances | 63,562,410 | 8,406,368 | 82,364 | C | 72,051,142 | |||||||||||
Mortgage loans held for portfolio, net | ||||||||||||||||
Mortgage loans held for portfolio | 6,544,741 | 619,192 | $ | 44,199 | D | 7,208,132 | ||||||||||
Allowance for credit losses | (1,100 | ) | (717 | ) | 717 | E | (1,100 | ) | ||||||||
Total mortgage loans held for portfolio, net | 6,543,641 | 618,475 | 44,916 | 7,207,032 | ||||||||||||
Accrued interest receivable | 90,687 | 42,970 | — | 133,657 | ||||||||||||
Premises, software, and equipment, net | 19,792 | 11,235 | (7,996 | ) | F | 23,031 | ||||||||||
Derivative assets, net | 85,236 | 49,545 | — | 134,781 | ||||||||||||
Other assets | 29,987 | 11,723 | 1,219 | G | 42,929 | |||||||||||
TOTAL ASSETS | $ | 97,732,108 | $ | 33,261,447 | $ | 120,580 | $ | 131,114,135 | ||||||||
LIABILITIES | ||||||||||||||||
Deposits | $ | 717,516 | $ | 377,743 | $ | (1 | ) | H | $ | 1,095,258 | ||||||
Consolidated obligations | ||||||||||||||||
Discount notes | 60,419,645 | 14,232,389 | (525 | ) | I | 74,651,509 | ||||||||||
Bonds | 32,031,318 | 14,948,504 | 227,206 | J | 47,207,028 | |||||||||||
Total consolidated obligations | 92,450,963 | 29,180,893 | 226,681 | 121,858,537 | ||||||||||||
Mandatorily redeemable capital stock | 24,191 | 1,362,688 | — | 1,386,879 | ||||||||||||
Accrued interest payable | 102,816 | 51,299 | — | 154,115 | ||||||||||||
Affordable Housing Program payable | 43,725 | 21,069 | — | 64,794 | ||||||||||||
Derivative liabilities, net | 73,858 | 70,791 | — | 144,649 | ||||||||||||
Other liabilities | 31,631 | 920,282 | (3,670 | ) | K | 948,243 | ||||||||||
TOTAL LIABILITIES | 93,444,700 | 31,984,765 | 223,010 | 125,652,475 | ||||||||||||
CAPITAL | ||||||||||||||||
Capital stock | ||||||||||||||||
Class A putable capital stock ($100 par value) | — | 31,421 | — | 31,421 | ||||||||||||
Class B putable capital stock ($100 par value) | 3,427,778 | 824,435 | — | 4,252,213 | ||||||||||||
Total capital stock | 3,427,778 | 855,856 | — | 4,283,634 | ||||||||||||
Additional capital from merger | — | — | 318,396 | L | 318,396 | |||||||||||
Retained earnings | ||||||||||||||||
Unrestricted | 647,470 | 291,592 | (291,592 | ) | M | 647,470 | ||||||||||
Restricted | 81,910 | 65,013 | (65,013 | ) | N | 81,910 | ||||||||||
Total retained earnings | 729,380 | 356,605 | (356,605 | ) | 729,380 | |||||||||||
Accumulated other comprehensive income | 130,250 | 64,221 | (64,221 | ) | O | 130,250 | ||||||||||
TOTAL CAPITAL | 4,287,408 | 1,276,682 | (102,430 | ) | 5,461,660 | |||||||||||
TOTAL LIABILITIES AND CAPITAL | $ | 97,732,108 | $ | 33,261,447 | $ | 120,580 | $ | 131,114,135 |
See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information
2
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2014
(dollars in thousands)
Historical | Pro Forma | |||||||||||||||
Des Moines | Seattle | Adjustments | Combined | |||||||||||||
INTEREST INCOME | ||||||||||||||||
Advances | $ | 233,094 | $ | 65,320 | $ | (56,663 | ) | A | $ | 241,751 | ||||||
Prepayment fees on advances, net | 6,380 | 2,800 | — | 9,180 | ||||||||||||
Interest-bearing deposits | 263 | 51 | — | 314 | ||||||||||||
Securities purchased under agreements to resell | 3,953 | 1,525 | — | 5,478 | ||||||||||||
Federal funds sold | 2,416 | 7,572 | (58 | ) | B | 9,930 | ||||||||||
Investment securities | 180,358 | 160,748 | 23,900 | C | 365,006 | |||||||||||
Mortgage loans held for portfolio | 244,533 | 38,881 | (2,257 | ) | D | 281,157 | ||||||||||
Total interest income | 670,997 | 276,897 | (35,078 | ) | 912,816 | |||||||||||
INTEREST EXPENSE | ||||||||||||||||
Consolidated obligations - Discount notes | 43,026 | 9,447 | 1,308 | E | 53,781 | |||||||||||
Consolidated obligations - Bonds | 376,961 | 118,765 | (50,742 | ) | F | 444,984 | ||||||||||
Deposits | 68 | 127 | 25 | G | 220 | |||||||||||
Borrowings from other FHLBanks | 1 | — | — | 1 | ||||||||||||
Mandatorily redeemable capital stock | 245 | 1,698 | — | 1,943 | ||||||||||||
Total interest expense | 420,301 | 130,037 | (49,409 | ) | 500,929 | |||||||||||
NET INTEREST INCOME | 250,696 | 146,860 | 14,331 | 411,887 | ||||||||||||
(Reversal) provision for credit losses | (2,398 | ) | 584 | — | (1,814 | ) | ||||||||||
NET INTEREST INCOME AFTER (REVERSAL) PROVISION FOR CREDIT LOSSES | 253,094 | 146,276 | 14,331 | 413,701 | ||||||||||||
OTHER (LOSS) INCOME | ||||||||||||||||
Net other-than-temporary impairment losses | — | (4,840 | ) | — | (4,840 | ) | ||||||||||
Net gains on trading securities | 68,008 | — | — | 68,008 | ||||||||||||
Net gains from sale of available-for-sale securities | 826 | — | — | 826 | ||||||||||||
Net gains from sale of held-to-maturity securities | 8,887 | — | — | 8,887 | ||||||||||||
Net gains (losses) on financial instruments held at fair value | 2 | (239 | ) | — | (237 | ) | ||||||||||
Net (losses) gains on derivatives and hedging activities | (123,411 | ) | 4,211 | — | (119,200 | ) | ||||||||||
Net losses on extinguishment of debt | (12,651 | ) | (750 | ) | — | (13,401 | ) | |||||||||
Other, net | 7,065 | 2,696 | — | 9,761 | ||||||||||||
Total other (loss) income | (51,274 | ) | 1,078 | — | (50,196 | ) | ||||||||||
OTHER EXPENSE | ||||||||||||||||
Compensation and benefits | 32,189 | 36,792 | (3,137 | ) | H | 65,844 | ||||||||||
Other operating expenses | 22,423 | 38,142 | (1,410 | ) | I | 59,155 | ||||||||||
Federal Housing Finance Agency | 3,914 | 2,627 | — | 6,541 | ||||||||||||
Office of Finance | 3,777 | 2,391 | — | 6,168 | ||||||||||||
Other, net | 5,010 | 336 | — | 5,346 | ||||||||||||
Total other expense | 67,313 | 80,288 | (4,547 | ) | 143,054 | |||||||||||
NET INCOME BEFORE ASSESSMENTS | 134,507 | 67,066 | 18,878 | 220,451 | ||||||||||||
Affordable Housing Program assessments | 13,475 | 6,877 | 1,887 | J | 22,239 | |||||||||||
NET INCOME | $ | 121,032 | $ | 60,189 | $ | 16,991 | $ | 198,212 |
See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information
3
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31, 2015
(dollars in thousands)
Historical | Pro Forma | |||||||||||||||
Des Moines | Seattle | Adjustments | Combined | |||||||||||||
INTEREST INCOME | ||||||||||||||||
Advances | $ | 66,176 | $ | 16,489 | $ | (14,243 | ) | A | $ | 68,422 | ||||||
Prepayment fees on advances, net | 507 | 558 | — | 1,065 | ||||||||||||
Interest-bearing deposits | 125 | 37 | — | 162 | ||||||||||||
Securities purchased under agreements to resell | 1,310 | 582 | — | 1,892 | ||||||||||||
Federal funds sold | 1,019 | 2,187 | — | 3,206 | ||||||||||||
Investment securities | 47,830 | 38,383 | 5,974 | B | 92,187 | |||||||||||
Mortgage loans held for portfolio | 59,198 | 8,361 | (552 | ) | C | 67,007 | ||||||||||
Total interest income | 176,165 | 66,597 | (8,821 | ) | 233,941 | |||||||||||
INTEREST EXPENSE | ||||||||||||||||
Consolidated obligations - Discount notes | 14,824 | 3,471 | — | 18,295 | ||||||||||||
Consolidated obligations - Bonds | 92,667 | 24,964 | (12,786 | ) | D | 104,845 | ||||||||||
Deposits | 15 | 29 | — | 44 | ||||||||||||
Mandatorily redeemable capital stock | 179 | 383 | — | 562 | ||||||||||||
Total interest expense | 107,685 | 28,847 | (12,786 | ) | 123,746 | |||||||||||
NET INTEREST INCOME | 68,480 | 37,750 | 3,965 | 110,195 | ||||||||||||
Provision (reversal) for credit losses | 415 | (208 | ) | — | 207 | |||||||||||
NET INTEREST INCOME AFTER PROVISION (REVERSAL) FOR CREDIT LOSSES | 68,065 | 37,958 | 3,965 | 109,988 | ||||||||||||
OTHER (LOSS) INCOME | ||||||||||||||||
Net other-than-temporary impairment losses | — | (51,529 | ) | — | (51,529 | ) | ||||||||||
Net gains on trading securities | 18,863 | — | — | 18,863 | ||||||||||||
Net gains from sale of available-for-sale securities | — | 52,321 | — | 52,321 | ||||||||||||
Net losses on financial instruments held at fair value | — | (12 | ) | — | (12 | ) | ||||||||||
Net (losses) gains on derivatives and hedging activities | (30,911 | ) | 1,630 | — | (29,281 | ) | ||||||||||
Net losses on extinguishment of debt | — | (264 | ) | — | (264 | ) | ||||||||||
Other, net | 2,587 | 280 | — | 2,867 | ||||||||||||
Total other (loss) income | (9,461 | ) | 2,426 | — | (7,035 | ) | ||||||||||
OTHER EXPENSE | ||||||||||||||||
Compensation and benefits | 9,786 | 10,858 | (1,634 | ) | E | 19,010 | ||||||||||
Other operating expenses | 6,990 | 16,562 | (10,771 | ) | F | 12,781 | ||||||||||
Federal Housing Finance Agency | 1,537 | 683 | — | 2,220 | ||||||||||||
Office of Finance | 1,128 | 548 | — | 1,676 | ||||||||||||
Other, net | 691 | 85 | — | 776 | ||||||||||||
Total other expense | 20,132 | 28,736 | (12,405 | ) | 36,463 | |||||||||||
NET INCOME BEFORE ASSESSMENTS | 38,472 | 11,648 | 16,370 | 66,490 | ||||||||||||
Affordable Housing Program assessments | 3,865 | 1,203 | 1,637 | G | 6,705 | |||||||||||
NET INCOME | $ | 34,607 | $ | 10,445 | $ | 14,733 | $ | 59,785 |
See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information
4
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 — Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting for mutual entities giving effect to the Merger, with the Des Moines Bank as the acquirer. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position had the Merger been consummated at March 31, 2015 or the results of operations had the Merger been consummated at January 1, 2014, nor is it necessarily indicative of the financial position or results of operations in future periods. Assuming the Merger had consummated at March 31, 2015, the consideration included the issuance of $855.9 million in equity consideration as well as the transfer of member interests of approximately $318.4 million.
Under the acquisition method of accounting, the assets and liabilities of the Seattle Bank were recorded at the respective fair values on the merger date. The fair value on the merger date represents management's best estimates based on available information and facts and circumstances in existence on the merger date. The pro forma allocation of purchase price reflected in the unaudited pro forma condensed combined financial information is preliminary and subject to adjustment. Adjustments may include, but are not limited to, changes in (i) the Des Moines Bank's and the Seattle Bank's non-merger related business activities through the effective date of the Merger, (ii) the underlying values of assets and liabilities if market conditions differ from current assumptions, and (iii) total merger related expenses if implementation costs vary from current estimates.
5
Note 2 — Preliminary Allocation of Purchase Price
The unaudited pro forma condensed combined financial information reflects the issuance of $855.9 million in equity consideration as well as the transfer of member interests of approximately $318.4 million. The equity consideration transferred was measured at fair value on the assumed acquisition date of March 31, 2015, which was the par value of shares issued.
The Merger is accounted for using the acquisition method of accounting for mutual entities; accordingly, the Des Moines Bank's cost to acquire the Seattle Bank was allocated to the assets (including identifiable intangible assets) and liabilities of the Seattle Bank at their respective estimated fair values as of the merger date. Based on the consideration transferred, no goodwill was recorded.
The pro forma purchase price was preliminarily allocated to the assets acquired and the liabilities assumed based on their estimated fair values as summarized in the following table (dollars in thousands):
March 31, 2015 | |||
Pro forma purchase price of the Seattle Bank | |||
Fair value of shares issued by the Des Moines Bank ($100 per share) | $ | 855,856 | |
Member interests | 318,396 | ||
Total pro forma purchase price | $ | 1,174,252 | |
Fair value of assets acquired | |||
Cash and due from banks | $ | 144 | |
Interest-bearing deposits | 248 | ||
Securities purchased under agreements to resell | 5,249,999 | ||
Federal funds sold | 2,940,878 | ||
Available-for-sale securities | 15,929,939 | ||
Advances | 8,488,732 | ||
Mortgage loans held for portfolio | 663,391 | ||
Accrued interest receivable | 42,970 | ||
Premises, software, and equipment | 3,239 | ||
Derivative assets | 49,545 | ||
Other assets | 12,942 | ||
Total assets acquired | $ | 33,382,027 | |
Fair value of liabilities assumed | |||
Deposits | $ | 377,742 | |
Consolidated obligation discount notes | 14,231,864 | ||
Consolidated obligation bonds | 15,175,710 | ||
Mandatorily redeemable capital stock | 1,362,688 | ||
Accrued interest payable | 51,299 | ||
Affordable Housing Program payable | 21,069 | ||
Derivative liabilities | 70,791 | ||
Other liabilities | 916,612 | ||
Total liabilities assumed | 32,207,775 | ||
Fair value of net assets acquired | $ | 1,174,252 |
6
Note 3 — Pro Forma Adjustments
The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All adjustments are based on current assumptions and valuations, which are subject to change.
PRO FORMA BALANCE SHEET ADJUSTMENTS - MARCH 31, 2015 | |||
(dollars in thousands) | |||
A. Adjustments to Securities Purchased Under Agreements to Resell | |||
To reflect fair value at the merger date based on current market rates for similar term investments. | $ | (1 | ) |
B. Adjustments to Federal Funds Sold | |||
To reflect fair value at the merger date based on current market rates for similar term investments. | $ | 78 | |
C. Adjustments to Advances | |||
To reflect fair value at the merger date based on current market rates for similar term advances. | $ | 82,364 | |
D. Adjustments to Mortgage Loans Held for Portfolio | |||
To reflect fair value at the merger date based on current market rates for similar term mortgage loans. | $ | 44,199 | |
E. Adjustments to Allowance for Credit Losses | |||
To remove the Seattle Bank's allowance for credit losses at the merger date as the credit risk is contemplated in the fair value adjustment above. | $ | 717 | |
F. Adjustments to Premises, Software, and Equipment | |||
To reflect fair value at the merger date based on third-party appraisals and considering the Des Moines Bank's intended use for the assets. | $ | (7,996 | ) |
G. Adjustments to Other Assets | |||
To record the fair value of an acquired identifiable intangible asset resulting from the Seattle Bank's customer relationships at the merger date. The acquired intangible asset was valued utilizing the cost approach and will be amortized over 20 years. | $ | 2,968 | |
To reflect fair value of real estate owned at the merger date based on third-party appraisals. | 396 | ||
To reflect the elimination of the Seattle Bank's unamortized debt concession fees. | (2,145 | ) | |
Total adjustments | $ | 1,219 | |
H. Adjustments to Deposits | |||
To reflect fair value at the merger date based on current market rates for similar term deposits. | $ | (1 | ) |
I. Adjustments to Consolidated Obligation Discount Notes | |||
To reflect fair value at the merger date based on current market rates for similar term discount notes. | $ | (525 | ) |
J. Adjustments to Consolidated Obligation Bonds | |||
To reflect fair value at the merger date based on current market rates for similar term bonds. | $ | 227,206 | |
K. Adjustments to Other Liabilities | |||
To reflect the elimination of the Seattle Bank's deferred rent and other deferred credits. | $ | (3,670 | ) |
L. Adjustments to Additional Capital from Merger | |||
To record the Seattle Bank's net assets of $1.2 billion on the merger date adjusted for the par value of the Seattle Bank's outstanding capital stock of $0.9 billion. | $ | 318,396 | |
M. Adjustments to Unrestricted Retained Earnings | |||
To eliminate the Seattle Bank's unrestricted retained earnings. | $ | (291,592 | ) |
N. Adjustments to Restricted Retained Earnings | |||
To eliminate the Seattle Bank's restricted retained earnings. | $ | (65,013 | ) |
O. Adjustments to Accumulated Other Comprehensive Income | |||
To eliminate the Seattle Bank's accumulated other comprehensive income. | $ | (64,221 | ) |
7
PRO FORMA INCOME STATEMENT ADJUSTMENTS - YEAR ENDED DECEMBER 31, 2014 | |||
(dollars in thousands) | |||
A. Adjustments to Advance Interest Income | |||
To reflect amortization of advance premiums from fair value adjustments on the merger date. Amortization was calculated using an effective-yield method over the weighted average contractual life of 2.5 years at the merger date. | $ | (56,663 | ) |
B. Adjustments to Federal Funds Sold Interest Income | |||
To reflect amortization of Federal funds sold premiums from fair value adjustments on the merger date. Amortization was calculated using an effective-yield method over the weighted average contractual life of 0.1 years at the merger date. | $ | (58 | ) |
C. Adjustments to Investment Security Interest Income | |||
To reflect amortization of investment security discounts from fair value adjustments on the merger date. Amortization was calculated using an effective-yield method over the weighted average contractual life of 16.9 years at the merger date. | $ | 23,900 | |
D. Adjustments to Mortgage Loan Interest Income | |||
To reflect amortization of mortgage loan premiums from fair value adjustments on the merger date. Amortization was calculated using an effective-yield method over the weighted average contractual life of 18.9 years at the merger date. | $ | (2,257 | ) |
E. Adjustments to Discount Note Interest Expense | |||
To reflect amortization of discount note discounts from fair value adjustments on the merger date. Amortization was calculated using an effective-yield method over the weighted average contractual life of 0.1 years at the merger date. | $ | 1,308 | |
F. Adjustments to Bond Interest Expense | |||
To reflect amortization of bond premiums from fair value adjustments on the merger date. Amortization was calculated using an effective-yield method over the weighted average contractual life of 3.2 years at the merger date. | $ | (50,742 | ) |
G. Adjustments to Deposit Interest Expense | |||
To reflect amortization of deposit discounts from fair value adjustments on the merger date. Amortization was calculated using an effective-yield method over the weighted average contractual life of 0.3 years at the merger date. | $ | 25 | |
H. Adjustments to Compensation and Benefits Expense | |||
To reflect the elimination of the Seattle Bank's one-time merger related costs that will have no continuing impact on the combined organization. | $ | (3,130 | ) |
To reflect the elimination of the Des Moines Bank's one-time merger related costs that will have no continuing impact on the combined organization. | (7 | ) | |
Total adjustments | $ | (3,137 | ) |
I. Adjustments to Other Operating Expense | |||
To reflect the elimination of the Seattle Bank's one-time merger related costs that will have no continuing impact on the combined organization. | $ | (2,578 | ) |
To reflect the elimination of the Des Moines Bank's one-time merger related costs that will have no continuing impact on the combined organization. | (1,621 | ) | |
To reflect amortization of identifiable intangible assets acquired on the merger date. Amortization was calculated using a straight-line method over a period of 20 years. | 148 | ||
To reflect depreciation based on the fair value of fixed assets acquired on the merger date. Depreciation was calculated using a straight-line method over the weighted average estimated useful life of 1.2 years at the merger date. | 2,641 | ||
Total adjustments | $ | (1,410 | ) |
J. Adjustments to AHP Assessments | |||
To reflect an increase in Affordable Housing Program (AHP) assessments due to an increase in combined net income. | $ | 1,887 |
8
PRO FORMA INCOME STATEMENT ADJUSTMENTS - THREE MONTHS ENDED MARCH 31, 2015 | |||
(dollars in thousands) | |||
A. Adjustments to Advance Interest Income | |||
To reflect amortization of advance premiums from fair value adjustments on the merger date. Amortization was calculated using an effective-yield method over the weighted average contractual life of 2.5 years at the merger date. | $ | (14,243 | ) |
B. Adjustments to Investment Security Interest Income | |||
To reflect amortization of investment security discounts from fair value adjustments on the merger date. Amortization was calculated using an effective-yield method over the weighted average contractual life of 16.9 years at the merger date. | $ | 5,974 | |
C. Adjustments to Mortgage Loan Interest Income | |||
To reflect amortization of mortgage loan premiums from fair value adjustments on the merger date. Amortization was calculated using an effective-yield method over the weighted average contractual life of 18.9 years at the merger date. | $ | (552 | ) |
D. Adjustments to Bond Interest Expense | |||
To reflect amortization of bond premiums from fair value adjustments on the merger date. Amortization was calculated using an effective-yield method over the weighted average contractual life of 3.2 years at the merger date. | $ | (12,786 | ) |
E. Adjustments to Compensation and Benefits Expense | |||
To reflect the elimination of the Seattle Bank's one-time merger related costs that will have no continuing impact on the combined organization. | $ | (1,470 | ) |
To reflect the elimination of the Des Moines Bank's one-time merger related costs that will have no continuing impact on the combined organization. | (164 | ) | |
Total adjustments | $ | (1,634 | ) |
F. Adjustments to Other Operating Expense | |||
To reflect the elimination of the Seattle Bank's one-time merger related costs that will have no continuing impact on the combined organization. | $ | (9,348 | ) |
To reflect the elimination of the Des Moines Bank's one-time merger related costs that will have no continuing impact on the combined organization. | (2,058 | ) | |
To reflect amortization of identifiable intangible assets acquired on the merger date. Amortization was calculated using a straight-line method over a period of 20 years. | 37 | ||
To reflect depreciation based on the fair value of fixed assets acquired on the merger date. Depreciation was calculated using a straight-line method over the weighted average estimated useful life of 1.2 years at the merger date. | 598 | ||
Total adjustments | $ | (10,771 | ) |
G. Adjustments to AHP Assessments | |||
To reflect an increase in AHP assessments due to an increase in combined net income. | $ | 1,637 |
9