Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - FRV FS - County Bancorp, Inc. | icbk-ex992_31.htm |
| EX-99.1 - EX-99.1 OPINION - County Bancorp, Inc. | icbk-ex991_168.htm |
| EX-23.1 - EX-23.1 - County Bancorp, Inc. | icbk-ex231_244.htm |
| 8-K/A - PRO FORMA UPDATE - County Bancorp, Inc. | icbk-8ka_20160513.htm |
Exhibit 99.3
Unaudited Pro Forma Financial Information
The following tables show selected unaudited pro forma financial information about the financial condition and results of operations of County Bancorp, Inc. ("County"), including per share data, after giving effect to the merger with Fox River Valley Bancorp, Inc. ("Fox River Valley") and other pro forma adjustments. The unaudited pro forma financial information assumes that the merger is accounted for under the acquisition method of accounting for business combinations in accordance with GAAP, and that the assets and liabilities of Fox River Valley will be recorded by County at their respective fair values as of the date the merger was completed. The unaudited pro forma consolidated balance sheet gives effect to the transactions as if the transactions had occurred on December 31, 2015. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2015, give effect to the transactions as if the transactions had become effective at January 1, 2015.
The unaudited pro forma 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 at the beginning of each period presented. The unaudited pro forma condensed combined financial information also does not consider any expense efficiencies, increased revenue or other potential financial benefits of the merger. The adjustments are estimates as of the date hereof and actual amounts are still in the process of being finalized.
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COUNTY BANCORP, INC. AND SUBSIDIARIES PROFORMA CONSOLIDATED BALANCE SHEET December 31, 2015 (Unaudited) |
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County Bancorp, Inc. |
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Fox River Valley Bancorp, Inc. |
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Pro Forma Adjustments |
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Pro Forma Combined |
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(dollars in thousands) |
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ASSETS |
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Cash and cash equivalents |
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$ |
14,907 |
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$ |
60,741 |
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$ |
(14,451 |
) |
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A |
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(5,456 |
) |
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B |
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$ |
55,741 |
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Securities available-for-sale, at fair value |
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83,281 |
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52,287 |
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(483 |
) |
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A |
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135,085 |
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FHLB Stock, at cost |
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3,507 |
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374 |
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3,881 |
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Loans held for sale |
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9,201 |
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- |
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9,201 |
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Loans, net of allowance for loan losses |
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737,784 |
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148,318 |
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(4,087 |
) |
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A |
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2,243 |
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A |
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884,258 |
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Premises and equipment, net |
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7,165 |
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1,730 |
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686 |
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A |
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9,581 |
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Loan servicing rights |
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8,145 |
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- |
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8,145 |
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Other real estate owned, net |
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2,872 |
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2,030 |
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4,902 |
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Cash surrender value of bank owned life insurance |
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11,155 |
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- |
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11,155 |
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Goodwill |
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- |
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- |
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5,721 |
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A |
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(683 |
) |
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C |
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5,038 |
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Core deposit intangible |
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- |
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- |
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1,801 |
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A |
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1,801 |
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Deferred tax asset, net |
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2,048 |
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2,627 |
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683 |
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C |
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5,358 |
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Accrued interest receivable and other assets |
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4,824 |
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833 |
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5,657 |
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Total assets |
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$ |
884,889 |
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$ |
268,940 |
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$ |
(14,026 |
) |
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$ |
1,139,803 |
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LIABILITIES |
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Deposits: |
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Noninterest-bearing |
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$ |
70,914 |
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$ |
29,599 |
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$ |
100,513 |
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Interest-bearing |
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601,312 |
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203,834 |
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750 |
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A |
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805,896 |
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Total deposits |
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672,226 |
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233,433 |
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750 |
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906,409 |
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Other borrowings |
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3,945 |
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1,530 |
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(1,530 |
) |
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B |
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3,945 |
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Advances from FHLB |
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66,445 |
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- |
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66,445 |
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Capital lease payable |
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- |
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325 |
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325 |
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Subordinated debentures |
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- |
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3,926 |
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(3,926 |
) |
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B |
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- |
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Subordinated debentures - Trust preferred |
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12,372 |
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3,610 |
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(574 |
) |
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A |
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15,408 |
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Accrued interest payable and other liabilities |
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7,877 |
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1,875 |
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9,752 |
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Total liabilities |
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762,865 |
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244,699 |
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(5,280 |
) |
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1,002,284 |
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Small Business Lending Fund redeemable preferred stock |
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$ |
15,000 |
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$ |
- |
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$ |
15,000 |
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SHAREHOLDERS' EQUITY |
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Preferred stock |
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8,000 |
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- |
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8,000 |
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Common stock |
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19 |
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1,634 |
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(1,634 |
) |
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A |
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7 |
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A |
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26 |
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Surplus |
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34,717 |
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14,695 |
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(14,695 |
) |
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A |
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14,249 |
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A |
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48,966 |
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Retained earnings |
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68,825 |
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8,295 |
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(6,602 |
) |
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A |
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70,518 |
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Treasury stock |
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(4,758 |
) |
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- |
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(4,758 |
) |
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Accumulated other comprehensive income |
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221 |
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(383 |
) |
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(71 |
) |
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A |
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(233 |
) |
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Total shareholders' equity |
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107,024 |
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24,241 |
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(8,746 |
) |
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122,519 |
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Total liabilities and shareholders' equity |
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$ |
884,889 |
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$ |
268,940 |
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$ |
(14,026 |
) |
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$ |
1,139,803 |
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Notes to Pro Forma Consolidated Balance Sheet (unaudited)
Adjustments made in the preparation of the unaudited pro forma consolidated balance sheet are as follows:
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(A) |
Entry to record fair value purchase accounting and purchase price consideration of $28,707 with approximately 50% cash and 50% County common stock issued to Fox River Valley shareholders based on 712,830(1) shares issued at $20.00 per share(2) and $0.01 par value per share. |
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County Bancorp common shares issued - Par Value |
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$ |
7 |
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Surplus on shares issued |
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14,249 |
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Total capital consideration |
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14,256 |
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Cash consideration paid to shareholders |
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14,451 |
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Total purchase price consideration |
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$ |
28,707 |
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(1) |
The total merger consideration set forth in the merger agreement was $28.9 million. The number of shares issued was based on 50% of the total merger consideration to be paid in stock of $14.45 million, using the volume weighted average closing price of County common stock for the ten trading days ending on the second trading day preceding the closing day of $20.27 per share. Cash was paid in lieu of fractional shares. |
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(2) |
The NASDAQ Official Closing Price on May 13, 2016. |
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(B) |
Entry to pay-off outstanding line-of-credit and subordinated debt in connection with merger. |
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(C) |
Entry to record a deferred tax asset on the fair value adjustment related to the acquired assets and liabilities and the assumed deferred tax assets. |
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COUNTY BANCORP, INC. AND SUBSIDIARIES PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 2015 (Unaudited) |
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County Bancorp, Inc. |
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Fox River Valley Bancorp, Inc. |
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Pro Forma Adjustments |
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Pro Forma Combined |
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(dollars in thousands, except per share data) |
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INTEREST AND DIVIDEND INCOME |
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Loans, including fees |
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$ |
32,301 |
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$ |
6,689 |
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$ |
739 |
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D |
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$ |
39,729 |
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Taxable securities |
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|
964 |
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1,070 |
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105 |
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D |
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2,139 |
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Tax-exempt securities |
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437 |
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36 |
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473 |
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Federal funds sold and other |
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65 |
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75 |
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140 |
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Total interest and dividend income |
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33,767 |
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7,870 |
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|
844 |
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42,481 |
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INTEREST EXPENSE |
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Deposits |
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6,238 |
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1,620 |
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(707 |
) |
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D |
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7,151 |
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FHLB advances and other borrowed funds |
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|
882 |
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60 |
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|
942 |
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Subordinated debentures |
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|
400 |
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|
480 |
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|
880 |
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Capitalized lease |
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- |
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23 |
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23 |
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Total interest expense |
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7,520 |
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|
2,183 |
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(707 |
) |
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|
8,996 |
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Net interest income |
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26,247 |
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|
5,687 |
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1,551 |
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33,485 |
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Provision for loan losses |
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(1,019 |
) |
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|
823 |
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(196 |
) |
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Net interest income after provision for loan losses |
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27,266 |
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4,864 |
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1,551 |
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33,681 |
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NON-INTEREST INCOME |
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Services charges |
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1,039 |
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118 |
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1,157 |
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Gain on sale of loans, net |
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|
429 |
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- |
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|
429 |
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Loan servicing fees |
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|
5,323 |
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- |
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5,323 |
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Other |
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|
894 |
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|
228 |
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1,122 |
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Total non-interest income |
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7,685 |
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|
346 |
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- |
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|
8,031 |
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NON-INTEREST EXPENSE |
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Employee compensation and benefits |
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10,769 |
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2,257 |
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13,026 |
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Occupancy |
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|
338 |
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|
411 |
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|
749 |
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Write-down of other real estate owned |
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|
256 |
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- |
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|
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|
256 |
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Other |
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|
6,095 |
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|
1,576 |
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|
546 |
|
|
E |
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|
8,217 |
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Total non-interest expense |
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17,458 |
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|
4,244 |
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|
546 |
|
|
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|
22,248 |
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Income before income taxes |
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|
17,493 |
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|
966 |
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|
1,005 |
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|
|
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|
19,464 |
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Income tax expense |
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|
6,519 |
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|
|
361 |
|
|
|
610 |
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|
F |
|
|
7,490 |
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NET INCOME |
|
$ |
10,974 |
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|
$ |
605 |
|
|
$ |
395 |
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|
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|
$ |
11,974 |
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NET INCOME PER SHARE: |
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Basic |
|
$ |
1.85 |
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|
|
|
|
|
|
|
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|
$ |
1.80 |
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Diluted |
|
$ |
1.82 |
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|
|
|
|
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|
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|
$ |
1.77 |
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Weighted average of common shares outstanding - basic |
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|
5,664,678 |
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|
|
|
|
|
|
|
|
|
|
|
6,377,508 |
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Weighted average of common shares outstanding - diluted |
|
|
5,777,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,490,632 |
|
Notes to Pro Forma Consolidated Statement of Operations (unaudited)
Adjustments made in the preparation of the unaudited pro forma consolidated statement of operations are as follows:
|
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(D) |
Adjustments to reflect the amortization of purchase accounting adjustments based on the average lives of the corresponding asset and liability yield adjustments. The expected average lives are as follows: loans - 173 months; securities - 206 months; certificates of deposit - 14 months; IRAs - 11 months. |
|
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(E) |
Adjustment to reflect the amortization of the core deposit intangible recognized in the acquisition over the estimated 66 month period benefit. |
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(F) |
Adjustment to reflect the income tax expense on pro forma income statement adjustments at the statutory tax rate of 39.35%. |