Attached files
file | filename |
---|---|
EX-99.3 - EX-99.3 - River Financial Corp | ck0001641601-ex993_6.htm |
EX-99.2 - EX-99.2 - River Financial Corp | ck0001641601-ex992_7.htm |
EX-99.1 - EX-99.1 - River Financial Corp | ck0001641601-ex991_8.htm |
EX-23.1 - EX-23.1 - River Financial Corp | ck0001641601-ex231_10.htm |
8-K/A - 8-K/A - River Financial Corp | ck0001641601-8ka_20181031.htm |
Exhibit 99.4
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma combined consolidated financial information and accompanying notes show the impact on the financial conditions and results of operations of RFC and PSB and have been prepared to illustrate the effects of the merger under the acquisition method of accounting.
The unaudited pro forma combined consolidated balance sheet as of September 30, 2018 is presented as if the PSB merger had occurred on September 30, 2018. The unaudited pro forma combined consolidated statements of income for the year ended December 31, 2017 and for the nine month period ended September 30, 2018 are presented as if the merger had occurred on January 1, 2017. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the income statement only, expected to have a continuing impact on consolidated results of operations, and, as such, RFC’s one-time merger costs for the merger are not included.
The unaudited pro forma combined consolidated statements of income for the year ended December 31, 2017 include pro forma results of operations for RFC.
The unaudited pro forma combined consolidated financial statements are provided for informational purposes only. The unaudited pro forma combined consolidated financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the mergers been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined consolidated financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined consolidated financial statements should be read together with:
•the accompanying notes to the unaudited pro forma combined consolidated financial statements;
•RFC’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017, included in RFC’s Annual Report on Form 10-K for the year ended December 31, 2017;
•RFC’s unaudited consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2018, included in RFC’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2018;
•RFC’s unaudited pro forma combined consolidated financial statements as of and for the year ended December 31, 2017, which is included as Exhibit 99.4 into this Form 8-K/A;
•PSB’s audited financial statements and accompanying notes as of and for the year ended December 31, 2017, which is included as Exhibit 99.1 into this Form 8-K/A;
•PSB’s unaudited consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2018, which is included as Exhibit 99.2 into this Form 8-K/A; and
•PSB’s unaudited consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2017, which is included as Exhibit 99.3 into this Form 8-K/A.
RIVER FINANCIAL CORPORATION |
|
|||||||||||||||
Unaudited Pro Forma Combined Consolidated Statement of Financial Condition |
|
|||||||||||||||
As of September 30, 2018 |
|
|||||||||||||||
(in thousands except share data) |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RFC |
|
|
PSB |
|
|
Pro Forma |
|
|
Combined |
|
||||
|
|
as Reported |
|
|
as Reported |
|
|
Adjustments |
|
|
Pro Forma |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
14,248 |
|
|
$ |
19,108 |
|
|
$ |
1,318 |
|
(1), (3), (12), (13), (14), (19) |
$ |
34,674 |
|
Interest-bearing deposits in banks |
|
|
930 |
|
|
|
- |
|
|
|
- |
|
|
|
930 |
|
Federal funds sold |
|
|
- |
|
|
|
3,673 |
|
|
|
- |
|
|
|
3,673 |
|
Cash and cash equivalents |
|
|
15,178 |
|
|
|
22,781 |
|
|
|
1,318 |
|
|
|
39,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposit in banks |
|
|
2,744 |
|
|
|
3,449 |
|
|
|
(34 |
) |
(4) |
|
6,159 |
|
Securities available-for-sale |
|
|
148,626 |
|
|
|
101,644 |
|
|
|
55 |
|
(5), (16) |
|
250,325 |
|
Loans held for sale |
|
|
4,977 |
|
|
|
- |
|
|
|
- |
|
|
|
4,977 |
|
Loans, net of unearned income |
|
|
641,365 |
|
|
|
56,391 |
|
|
|
(715 |
) |
(6) |
|
697,041 |
|
Less allowance for loan losses |
|
|
(6,063 |
) |
|
|
(1,011 |
) |
|
|
1,005 |
|
(7) |
|
(6,069 |
) |
Net loans |
|
|
635,302 |
|
|
|
55,380 |
|
|
|
290 |
|
|
|
690,972 |
|
Premises and equipment, net |
|
|
21,676 |
|
|
|
1,541 |
|
|
|
3,744 |
|
(8) |
|
26,961 |
|
Accrued interest receivable |
|
|
2,437 |
|
|
|
865 |
|
|
|
- |
|
|
|
3,302 |
|
Bank owned life insurance |
|
|
20,419 |
|
|
|
- |
|
|
|
- |
|
|
|
20,419 |
|
Foreclosed assets |
|
|
723 |
|
|
|
- |
|
|
|
- |
|
|
|
723 |
|
Deferred income taxes |
|
|
3,562 |
|
|
|
122 |
|
|
|
(1,851 |
) |
(9), (3) |
|
1,833 |
|
Core deposit intangible |
|
|
1,196 |
|
|
|
- |
|
|
|
4,650 |
|
(10) |
|
5,846 |
|
Goodwill |
|
|
10,050 |
|
|
|
- |
|
|
|
8,215 |
|
(11) |
|
18,265 |
|
Other assets |
|
|
4,662 |
|
|
|
599 |
|
|
|
- |
|
|
|
5,261 |
|
Total assets |
|
$ |
871,552 |
|
|
$ |
186,381 |
|
|
$ |
16,387 |
|
|
$ |
1,074,320 |
|
Liabilities and Shareholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits |
|
$ |
182,703 |
|
|
$ |
107,312 |
|
|
$ |
- |
|
|
$ |
290,015 |
|
Interest-bearing deposits |
|
|
543,743 |
|
|
|
56,609 |
|
|
|
(30 |
) |
(15) |
|
600,322 |
|
Total deposits |
|
|
726,446 |
|
|
|
163,921 |
|
|
|
(30 |
) |
|
|
890,337 |
|
Securities sold under agreements to repurchase |
|
|
11,277 |
|
|
|
- |
|
|
|
- |
|
|
|
11,277 |
|
Federal Home Loan Bank advances |
|
|
30,000 |
|
|
|
- |
|
|
|
- |
|
|
|
30,000 |
|
Federal funds purchased |
|
|
1,954 |
|
|
|
- |
|
|
|
- |
|
|
|
1,954 |
|
Note payable |
|
|
4,554 |
|
|
|
- |
|
|
|
22,408 |
|
(13) |
|
26,962 |
|
Accrued interest payable and other liabilities |
|
|
4,148 |
|
|
|
974 |
|
|
|
164 |
|
(18) |
|
5,286 |
|
Total liabilities |
|
|
778,379 |
|
|
|
164,895 |
|
|
|
22,542 |
|
|
|
965,816 |
|
Common stock related to 401(k) Employee Stock Ownership Plan |
|
|
1,152 |
|
|
|
- |
|
|
|
- |
|
|
|
1,152 |
|
Stockholders' Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
5,140 |
|
|
|
4 |
|
|
|
550 |
|
(2), (14) |
|
5,694 |
|
Additional paid in capital |
|
|
65,250 |
|
|
|
6,718 |
|
|
|
(2,936 |
) |
(2), (14), (17) |
|
69,032 |
|
Retained earnings |
|
|
27,961 |
|
|
|
17,313 |
|
|
|
(5,502 |
) |
(3), (12), (13), (14) |
|
39,772 |
|
Accumulated other comprehensive loss |
|
|
(4,895 |
) |
|
|
(1,749 |
) |
|
|
1,733 |
|
(16) |
|
(4,911 |
) |
Treasury stock at cost |
|
|
(283 |
) |
|
|
(800 |
) |
|
|
- |
|
|
|
(1,083 |
) |
Common stock related to 401(k) Employee Stock Ownership Plan |
|
|
(1,152 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1,152 |
) |
Total stockholders' equity |
|
|
92,021 |
|
|
|
21,486 |
|
|
|
(6,155 |
) |
|
|
107,352 |
|
Total equity |
|
|
93,173 |
|
|
|
21,486 |
|
|
|
(6,155 |
) |
|
|
108,504 |
|
Total liabilities and stockholders' equity |
|
$ |
871,552 |
|
|
$ |
186,381 |
|
|
$ |
16,387 |
|
|
$ |
1,074,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to Unaudited Pro Forma Combined Consolidated Financial Information |
|
RIVER FINANCIAL CORPORATION |
|
|||||||||||||||
Unaudited Pro Forma Combined Consolidated Statement of Income |
|
|||||||||||||||
For the nine months ended September 30, 2018 |
|
|||||||||||||||
(in thousands except per share data) |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RFC |
|
|
PSB |
|
|
Pro Forma |
|
|
Combined |
|
||||
|
|
as Reported |
|
|
as Reported |
|
|
Adjustments |
|
|
Pro Forma |
|
||||
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
23,551 |
|
|
$ |
2,574 |
|
|
$ |
93 |
|
(1) |
$ |
26,218 |
|
Taxable securities |
|
|
1,729 |
|
|
|
1,171 |
|
|
|
|
|
|
|
2,900 |
|
Nontaxable securities |
|
|
547 |
|
|
|
439 |
|
|
|
|
|
|
|
986 |
|
Federal funds sold |
|
|
- |
|
|
|
48 |
|
|
|
|
|
|
|
48 |
|
Other interest income |
|
|
162 |
|
|
|
54 |
|
|
|
|
|
|
|
216 |
|
Total interest income |
|
|
25,989 |
|
|
|
4,286 |
|
|
|
93 |
|
|
|
30,368 |
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
2,330 |
|
|
|
348 |
|
|
|
|
|
|
|
2,678 |
|
Short-term borrowings |
|
|
31 |
|
|
|
- |
|
|
|
|
|
|
|
31 |
|
Federal Home Loan Bank advances |
|
|
329 |
|
|
|
- |
|
|
|
|
|
|
|
329 |
|
Note payable |
|
|
184 |
|
|
|
- |
|
|
|
|
|
|
|
184 |
|
Total interest expense |
|
|
2,874 |
|
|
|
348 |
|
|
|
- |
|
|
|
3,222 |
|
Net interest income |
|
|
23,115 |
|
|
|
3,938 |
|
|
|
93 |
|
|
|
27,146 |
|
Provision for loan losses |
|
|
1,440 |
|
|
|
14 |
|
|
|
|
|
|
|
1,454 |
|
Net interest income after provision for loan losses |
|
|
21,675 |
|
|
|
3,924 |
|
|
|
93 |
|
|
|
25,692 |
|
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges and fees |
|
|
2,436 |
|
|
|
812 |
|
|
|
|
|
|
|
3,248 |
|
Investment brokerage revenue |
|
|
102 |
|
|
|
- |
|
|
|
|
|
|
|
102 |
|
Mortgage operations |
|
|
1,807 |
|
|
|
- |
|
|
|
|
|
|
|
1,807 |
|
Bank owned life insurance income |
|
|
428 |
|
|
|
- |
|
|
|
|
|
|
|
428 |
|
Net loss on sale of investment securities |
|
|
(53 |
) |
|
|
- |
|
|
|
|
|
|
|
(53 |
) |
Other noninterest income |
|
|
265 |
|
|
|
213 |
|
|
|
|
|
|
|
478 |
|
Total noninterest income |
|
|
4,985 |
|
|
|
1,025 |
|
|
|
- |
|
|
|
6,010 |
|
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
10,266 |
|
|
|
2,027 |
|
|
|
|
|
|
|
12,293 |
|
Occupancy expenses |
|
|
1,099 |
|
|
|
169 |
|
|
|
|
|
|
|
1,268 |
|
Equipment rentals, depreciation, and maintenance |
|
|
677 |
|
|
|
74 |
|
|
|
|
|
|
|
751 |
|
Telephone and communications |
|
|
190 |
|
|
|
54 |
|
|
|
|
|
|
|
244 |
|
Advertising and business development |
|
|
501 |
|
|
|
34 |
|
|
|
|
|
|
|
535 |
|
Data processing |
|
|
1,326 |
|
|
|
391 |
|
|
|
|
|
|
|
1,717 |
|
Foreclosed assets, net |
|
|
135 |
|
|
|
- |
|
|
|
|
|
|
|
135 |
|
Federal deposit insurance and other regulatory assessments |
|
|
241 |
|
|
|
56 |
|
|
|
|
|
|
|
297 |
|
Legal and other professional services |
|
|
568 |
|
|
|
453 |
|
|
|
(469 |
) |
(3) |
|
552 |
|
Other operating expense |
|
|
2,612 |
|
|
|
419 |
|
|
|
599 |
|
(2), (3) |
|
3,630 |
|
Total noninterest expense |
|
|
17,615 |
|
|
|
3,677 |
|
|
|
130 |
|
|
|
21,422 |
|
Income before income taxes |
|
|
9,045 |
|
|
|
1,272 |
|
|
|
(37 |
) |
|
|
10,280 |
|
Provision for income taxes |
|
|
2,039 |
|
|
|
77 |
|
|
|
(9 |
) |
(4) |
|
2,107 |
|
Net income |
|
$ |
7,006 |
|
|
$ |
1,195 |
|
|
$ |
(28 |
) |
|
$ |
8,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings per common share |
|
$ |
1.37 |
|
|
$ |
0.32 |
|
|
|
|
|
|
$ |
1.53 |
|
Diluted net earnings per common share |
|
$ |
1.34 |
|
|
$ |
0.32 |
|
|
|
|
|
|
$ |
1.50 |
|
Dividends per common share |
|
$ |
0.28 |
|
|
$ |
0.16 |
|
|
|
|
|
|
$ |
0.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to Unaudited Pro Forma Combined Consolidated Financial Information |
|
RIVER FINANCIAL CORPORATION |
|
|||||||||||||||
Unaudited Pro Forma Combined Consolidated Statement of Income |
|
|||||||||||||||
For the year ended December 31, 2017 |
|
|||||||||||||||
(in thousands except per share data) |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RFC |
|
|
PSB |
|
|
Pro Forma |
|
|
Combined |
|
||||
|
|
as Reported |
|
|
as Reported |
|
|
Adjustments |
|
|
Pro Forma |
|
||||
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
27,891 |
|
|
$ |
3,137 |
|
|
$ |
189 |
|
(1) |
$ |
31,217 |
|
Taxable securities |
|
|
2,938 |
|
|
|
1,252 |
|
|
|
|
|
|
|
4,190 |
|
Nontaxable securities |
|
|
1,130 |
|
|
|
619 |
|
|
|
|
|
|
|
1,749 |
|
Federal funds sold |
|
|
- |
|
|
|
42 |
|
|
|
|
|
|
|
42 |
|
Other interest income |
|
|
211 |
|
|
|
64 |
|
|
|
|
|
|
|
275 |
|
Total interest income |
|
|
32,170 |
|
|
|
5,114 |
|
|
|
189 |
|
|
|
37,473 |
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
2,229 |
|
|
|
332 |
|
|
|
|
|
|
|
2,561 |
|
Short-term borrowings |
|
|
41 |
|
|
|
- |
|
|
|
|
|
|
|
41 |
|
Federal Home Loan Bank advances |
|
|
101 |
|
|
|
- |
|
|
|
|
|
|
|
101 |
|
Note payable |
|
|
249 |
|
|
|
- |
|
|
|
|
|
|
|
249 |
|
Total interest expense |
|
|
2,620 |
|
|
|
332 |
|
|
|
- |
|
|
|
2,952 |
|
Net interest income |
|
|
29,550 |
|
|
|
4,782 |
|
|
|
189 |
|
|
|
34,521 |
|
Provision for loan losses |
|
|
1,740 |
|
|
|
17 |
|
|
|
|
|
|
|
1,757 |
|
Net interest income after provision for loan losses |
|
|
27,810 |
|
|
|
4,765 |
|
|
|
189 |
|
|
|
32,764 |
|
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges and fees |
|
|
2,949 |
|
|
|
1,222 |
|
|
|
|
|
|
|
4,171 |
|
Investment brokerage revenue |
|
|
58 |
|
|
|
- |
|
|
|
|
|
|
|
58 |
|
Mortgage operations |
|
|
1,895 |
|
|
|
- |
|
|
|
|
|
|
|
1,895 |
|
Bank owned life insurance income |
|
|
1,086 |
|
|
|
- |
|
|
|
|
|
|
|
1,086 |
|
Net gain on sale of investment securities |
|
|
5 |
|
|
|
13 |
|
|
|
|
|
|
|
18 |
|
Other noninterest income |
|
|
316 |
|
|
|
112 |
|
|
|
|
|
|
|
428 |
|
Total noninterest income |
|
|
6,309 |
|
|
|
1,347 |
|
|
|
- |
|
|
|
7,656 |
|
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
12,097 |
|
|
|
2,700 |
|
|
|
|
|
|
|
14,797 |
|
Occupancy expenses |
|
|
1,399 |
|
|
|
222 |
|
|
|
|
|
|
|
1,621 |
|
Equipment rentals, depreciation, and maintenance |
|
|
841 |
|
|
|
91 |
|
|
|
|
|
|
|
932 |
|
Telephone and communications |
|
|
261 |
|
|
|
63 |
|
|
|
|
|
|
|
324 |
|
Advertising and business development |
|
|
625 |
|
|
|
38 |
|
|
|
|
|
|
|
663 |
|
Data processing |
|
|
1,689 |
|
|
|
507 |
|
|
|
|
|
|
|
2,196 |
|
Foreclosed assets, net |
|
|
163 |
|
|
|
- |
|
|
|
|
|
|
|
163 |
|
Federal deposit insurance and other regulatory assessments |
|
|
333 |
|
|
|
73 |
|
|
|
|
|
|
|
406 |
|
Legal and other professional services |
|
|
505 |
|
|
|
222 |
|
|
|
|
|
|
|
727 |
|
Other operating expense |
|
|
3,392 |
|
|
|
676 |
|
|
|
880 |
|
(2) |
|
4,948 |
|
Total noninterest expense |
|
|
21,305 |
|
|
|
4,592 |
|
|
|
880 |
|
|
|
26,777 |
|
Income before income taxes |
|
|
12,814 |
|
|
|
1,520 |
|
|
|
(691 |
) |
|
|
13,643 |
|
Provision for income taxes |
|
|
4,519 |
|
|
|
79 |
|
|
|
(174 |
) |
(4) |
|
4,424 |
|
Net income |
|
$ |
8,295 |
|
|
$ |
1,441 |
|
|
$ |
(517 |
) |
|
$ |
9,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings per common share |
|
$ |
1.63 |
|
|
$ |
0.39 |
|
|
|
|
|
|
$ |
1.73 |
|
Diluted net earnings per common share |
|
$ |
1.60 |
|
|
$ |
0.39 |
|
|
|
|
|
|
$ |
1.71 |
|
Dividends per common share |
|
$ |
0.25 |
|
|
$ |
0.20 |
|
|
|
|
|
|
$ |
0.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to Unaudited Pro Forma Combined Consolidated Financial Information |
|
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(all amounts are in thousands, except per share data, unless otherwise indicated)
Note 1 - Basis of Pro Forma Presentation
The unaudited pro forma combined balance sheet as of September 30, 2018 and the unaudited pro forma combined statements of income for the year ended December 31, 2017 and for the nine months ended September 30, 2018 are based on the financial statements of RFC and PSB after giving effect to the completion of the merger and the assumptions and adjustments described in the accompanying notes. Such financial statements do not reflect cost savings or operating synergies expected to result from the merger, or the costs to achieve these cost savings or operating synergies, or any anticipated disposition of assets that may result from the integration of the operations of the two companies. The unaudited pro forma combined consolidated statements of income for the year ended December 31, 2017 include pro forma results of operations for RFC.
The transactions will be accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). In business combination transactions in which the consideration given is not in the form of cash (that is, in the form of non-cash assets, liabilities incurred, or equity interests issued), measurement of the acquisition consideration is based on the fair value of the consideration given or the fair value of the asset (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable.
Under ASC 805, all of the assets acquired and liabilities assumed in a business combination are recognized at their acquisition-date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally affect income tax expense. RFC completed the acquisition of PSB and is currently working through an integration plan, which may affect how the assets acquired, including intangible assets, will be utilized by the combined company. For those assets in the combined company that will be phased out or will no longer be used, additional amortization, depreciation and possibly impairment charges will be recorded after management completes the integration plan.
The unaudited pro forma information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company.
Note 2 – Preliminary Estimated Acquisition Consideration
Under the terms of the PSB merger agreement, PSB stockholders will be entitled to receive 60 shares of RFC common stock and $6,610 in cash for each share of PSB common stock, plus cash in lieu of fractional shares.
Based on the number of shares of PSB common stock outstanding as of September 30, 2018, the preliminary estimated acquisition consideration is as follows.
Number of shares of PSB common stock outstanding at September 30, 2018 |
|
|
3,706 |
|
Per share exchange ratio |
|
|
60 |
|
Number of shares of RFC common stock issued |
|
|
222,360 |
|
RFC common stock price per share on September 30, 2018 |
|
$ |
27 |
|
Fair value of RFC common stock issued |
|
$ |
6,003 |
|
|
|
|
|
|
Number of shares of PSB common stock outstanding at September 30, 2018 |
|
|
3,706 |
|
Cash consideration each PSB share is entitled to receive |
|
$ |
6,610 |
|
Total cash consideration (in thousands) |
|
$ |
24,497 |
|
|
|
|
|
|
Total stock consideration (in thousands) |
|
$ |
6,003 |
|
Total cash consideration (in thousands) |
|
|
24,497 |
|
Total purchase price for PSB (in thousands) |
|
$ |
30,500 |
|
|
|
|
|
|
Note 3 - Preliminary Estimated Acquisition Consideration Allocation
Under the acquisition method of accounting, the total acquisition consideration is allocated to the acquired tangible and intangible assets and assumed liabilities of PSB based on their estimated fair values as of the closing of the merger. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed for the acquisition, if any, is allocated to goodwill.
The allocation of the estimated acquisition consideration with regard to PSB is preliminary because the merger was not completed as of the pro forma date September 30, 2018. The preliminary allocation is based on estimates, assumptions, valuations, and other studies that have not progressed to a stage where there is sufficient information to make a definitive allocation. Accordingly, the acquisition consideration allocation adjustments will remain preliminary until RFC management determines the final acquisition consideration and the fair values of the assets acquired and liabilities assumed. The final determination of the acquisition consideration allocation is anticipated to be completed as soon as practicable after the completion of the merger and will be based on the value of RFC’s common stock at the closing of the merger. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma combined consolidated financial statements.
The total preliminary estimated acquisition consideration as shown in the table above is allocated to PSB’s tangible and intangible assets and liabilities as of September 30, 2018 based on their preliminary estimated fair values as follows (dollars are in the thousands).
Cash and cash equivalents |
|
$ |
16,860 |
|
Certificates of deposit in banks |
|
|
3,415 |
|
Securities available-for-sale |
|
|
101,699 |
|
Loans held for investment |
|
|
55,670 |
|
Premises and equipment, net |
|
|
5,285 |
|
Deferred income tax asset, net |
|
|
(1,729 |
) |
Other assets |
|
|
1,464 |
|
Core deposit intangible |
|
|
4,650 |
|
Goodwill |
|
|
8,215 |
|
Deposits |
|
|
(163,891 |
) |
Other liabilities |
|
|
(1,138 |
) |
Total purchase price |
|
$ |
30,500 |
|
|
|
|
|
|
Approximately $4,650 has been preliminarily allocated to amortizable intangible assets acquired. The amortization related to the preliminary fair value of net amortizable intangible assets is reflected as a pro forma adjustment to the unaudited pro forma condensed combined financial statements.
Identifiable intangible assets: The preliminary fair values of intangible assets were determined based on the provisions of ASC 805, which defines fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805. The preliminary allocation to intangible assets is allocated to core deposit intangibles.
Goodwill: Goodwill represents the excess of the preliminary estimated acquisition consideration over the preliminary fair value of the underlying net tangible and intangible assets. Among the factors that contributed to a purchase price in excess of the fair value of the net tangible and intangible assets are the experience and expertise of personnel, operations, customer base and organizational cultures that can be leveraged to enable the combined company to build an enterprise greater than the sum of its parts. In accordance with ASC Topic 350, Intangibles—Goodwill and Other, goodwill will not be amortized, but instead will be tested for impairment at least annually and whenever events or circumstances have occurred that may indicate a possible impairment. In the event management determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of the impairment during the period in which the determination is made.
Note 4 - Preliminary Unaudited Pro Forma and Acquisition Accounting Adjustments
The unaudited pro forma financial information is not necessarily indicative of what the financial position actually would have been had the merger been completed at the date indicated. Such information includes adjustments that are preliminary and may be revised. Such revisions may result in material changes. The financial position shown herein is not necessarily indicative of what the past financial position of the combined companies would have been, nor necessarily indicative of the financial position of the post-merger periods. The unaudited pro forma financial information does not give consideration to the impact of possible cost savings, expense efficiencies, synergies, strategy modifications, asset dispositions or other actions that may result from the mergers.
The following unaudited pro forma adjustments result from accounting for the merger, including the determination of fair value of the assets, liabilities, and commitments that RFC, as the acquirer, will acquire from PSB. The descriptions related to these preliminary adjustments are as follows (dollars are in thousands):
Balance Sheet – the explanations and descriptions below are referenced to the September 30, 2018 Unaudited Pro Forma Combined Consolidated Balance Sheet.
Pro Forma Adjusting Entries (Statements of Condition): |
Debit |
|
Credit |
|
||||||
(1) |
Cash |
|
|
|
$ |
24,497 |
|
|||
(2) |
Common stock |
|
|
|
|
222 |
|
|||
(2) |
Additional paid in capital |
|
|
|
|
5,781 |
|
|||
(3) |
Cash |
|
|
|
|
673 |
|
|||
(3) |
Deferred tax asset |
|
169 |
|
|
|
|
|||
(3) |
Retained earnings |
|
504 |
|
|
|
|
|||
(4) |
Certificates of deposits in banks |
|
|
|
|
34 |
|
|||
(5) |
Securities available-for-sale |
|
|
|
|
1,798 |
|
|||
(6) |
Loans held for investment |
|
|
|
|
715 |
|
|||
(7) |
Allowance for loan losses |
$ |
1,005 |
|
|
|
|
|||
(8) |
Premises and equipment, net |
|
3,744 |
|
|
|
|
|||
(9) |
Deferred tax asset |
|
|
|
|
2,020 |
|
|||
(10) |
Core deposit intangible |
|
4,650 |
|
|
|
|
|||
(11) |
Preliminary goodwill estimate |
|
8,215 |
|
|
|
|
|||
(12) |
Cash |
|
|
|
|
5,000 |
|
|||
(12) |
Retained earnings |
|
5,000 |
|
|
|
|
|||
(13) |
Cash |
|
26,962 |
|
|
|
|
|||
(13) |
Cash |
|
|
|
|
4,574 |
|
|||
(13) |
Note Payable |
|
|
|
|
26,962 |
|
|||
(13) |
Note Payable |
|
4,554 |
|
|
|
|
|||
(13) |
Retained earnings |
|
20 |
|
|
|
|
|||
(14) |
Cash |
|
8,860 |
|
|
|
|
|||
(14) |
Common stock |
|
|
|
|
328 |
|
|||
(14) |
Additional paid in capital |
|
|
|
|
8,511 |
|
|||
(14) |
Retained earnings |
|
|
|
|
22 |
|
|||
(15) |
Interest-bearing deposits |
|
30 |
|
|
|
|
|||
(16) |
Securities available-for-sale |
|
1,853 |
|
|
|
|
|||
(16) |
Accumulated other comprehensive loss |
|
|
|
|
1,733 |
|
|||
(17) |
Additional paid in capital |
|
17,228 |
|
|
|
|
|||
(18) |
Other liabilities |
|
|
|
|
164 |
|
|||
(19) |
Cash |
|
240 |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
(1) |
Payment of the cash consideration component of the total merger consideration paid to stockholders. |
|
||||||||
(2) |
RFC shares of common stock issued to PSB's stockholders representing the stock consideration component of the total respective merger consideration. For purposes of this pro forma presentation, the value of a share of RFC common stock was $27 per share. |
|
||||||||
(3) |
Represents PSB's estimated merger expenses of $673, which are expected to be paid immediately prior to the merger's closing date, the related tax benefit and the net effect on PSB's retained earnings. |
|
||||||||
(4) |
Adjustment reflects the fair value adjustment of the certificates of deposit in banks at acquisition date. |
|
||||||||
(5) |
Adjustment reflects the fair value adjustment of the available-for-sale portfolio at acquisition date. |
|
||||||||
(6) |
Adjustment reflects the fair value adjustment of the acquired loan portfolio at the acquisition date. |
|
||||||||
(7) |
Adjustment reflects the elimination of PSB's allowance for loan losses. |
|
||||||||
(8) |
Adjustment reflects the fair value adjustment on PSB's offices. |
|
||||||||
(9) |
Adjustment reflects the recording of the net deferred tax asset created by the purchase adjustments. |
|
||||||||
(10) |
Adjustment reflects the recording of the core deposit intangible asset. |
|
||||||||
(11) |
Adjustment reflects the preliminary goodwill generated as a result of consideration paid in excess of the fair value of the net assets acquired. |
|
||||||||
(12) |
Cash payment for dividends to PSB's stockholders paid prior to the merger closing date. |
|
||||||||
(13) |
Adjustment reflects the $27 million note payable obtained to finance the acquisition and the payoff of the previous note payable which had a remaining balance of approximately $4.5 million. |
|
||||||||
(14) |
Adjustment reflects the stock offering to finance a portion of the acquisition. |
|
||||||||
(15) |
Adjustment reflects the fair value adjustment of the time deposits at acquisition date. |
|
||||||||
(16) |
Adjustment to reverse unrealized loss on the PSB available-for-sale portfolio at acquisition date. |
|
||||||||
(17) |
Reflects the reversal of stockholders' equity after adjustments in 3 and 12 above. |
|
||||||||
(18) |
Adjustment reflects the fair value adjustment for other liabilities. |
|
||||||||
(19) |
Adjustment reflects cash acquired from PSB Bancshares, Inc. |
|
Income Statements – the explanations and descriptions below are referenced to the Unaudited Pro Forma Combined Consolidated Statements of Income for the year ended December 31, 2017 and for the nine months ended September 30, 2018.
Income Statements – Pro Forma Adjustments
Pro Forma Adjusting Entries (Statements of Income): (in thousands) |
|
Nine Months Ended September 30, 2018 |
|
Twelve Months Ended December 31, 2017 |
|
||||||||||
(1) |
Preliminary estimate of loan interest accretion |
|
$ |
93 |
|
$ |
189 |
|
|||||||
(2) |
Amortization of core deposit intangible |
|
|
600 |
|
|
880 |
|
|||||||
(3) |
Remove merger related fees |
|
|
(470 |
) |
|
- |
|
|||||||
(4) |
Income tax expense of pro forma adjustments |
|
|
(9 |
) |
|
(174 |
) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents the estimate of interest income accretion related to the preliminary estimate of the fair value adjustment of the loans acquired pursuant to the PSB merger. |
|
|||||||||||||
(2) |
Represents the estimate of the core deposit intangible amortization related to preliminary estimates of the fair value adjustments on the core deposits acquired pursuant to the PSB merger. The preliminary estimate of the core deposit intangible related to RFC's acquisition of PSB is approximately $4,650, and will be amortized over a ten-year period on an accelerated basis. The core deposit intangible amortization expense related to the PSB merger is expected to be approximately $880 and $788, respectively, during the first and second years of combined operations. Below is the preliminary estimated amortization schedule |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
|
Year |
|
|
|
|
|
|
|
|
|
|
|
1 |
$ |
880 |
|
6 |
$ |
419 |
|
|
|
|
|
|
|
|
|
2 |
|
788 |
|
7 |
|
327 |
|
|
|
|
|
|
|
|
|
3 |
|
696 |
|
8 |
|
234 |
|
|
|
|
|
|
|
|
|
4 |
|
603 |
|
9 |
|
142 |
|
|
|
|
|
|
|
|
|
5 |
|
511 |
|
10 |
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
Represents the adjustment to remove merger related fees. |
|
|||||||||||||
(4) |
Represents the adjustment to reflect the income tax provision of the pro forma adjustments using 25.11% as the incremental effective tax rate. |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 5 - Earnings per Common Share
Unaudited pro forma earnings per common share for the year ended December 31, 2017 have been calculated using RFC’s weighted average common shares outstanding previously reported in RFC’s 10-K filed on March 20, 2018, and the common shares issued to PSB’s stockholders in the merger. The unaudited pro forma earnings per common share for the nine months ended September 30, 2018 have been calculated using RFC’s weighted average common shares outstanding reported in RFC’s 10-Q for the nine months ended September 30, 2018 filed on November 6, 2018 and the common shares issued to PSB’s stockholders in the merger.
The following table sets forth the calculation of basic and diluted unaudited pro forma earnings per common share for the year ended December 31, 2017 and for the nine months ended September 30, 2018 (dollars are in thousands, except for per share data).
|
|
|
For the Nine Months |
|
|
For the Twelve Months |
|
|
||||||||||
|
|
|
Ended September 30, 2018 |
|
|
Ended December 31, 2017 |
|
|
||||||||||
|
|
|
Basic |
|
|
Diluted |
|
|
Basic |
|
|
Diluted |
|
|
||||
|
Pro forma net income available to common shareholders |
|
$ |
8,173 |
|
|
$ |
8,173 |
|
|
$ |
9,219 |
|
|
$ |
9,219 |
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
River Financial Corporation |
|
|
5,122,397 |
|
|
|
5,211,106 |
|
|
|
5,095,305 |
|
|
|
5,180,102 |
|
|
|
Common shares issue to PSB shareholders |
|
|
222,360 |
|
|
|
222,360 |
|
|
|
222,360 |
|
|
|
222,360 |
|
|
|
Pro forma weighted average common shares outstanding |
|
|
5,344,757 |
|
|
|
5,433,466 |
|
|
|
5,317,665 |
|
|
|
5,402,462 |
|
|
|
Pro forma net income per common share |
|
$ |
1.53 |
|
|
$ |
1.50 |
|
|
$ |
1.73 |
|
|
$ |
1.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 6 – Merger Related Charges
RFC’s preliminary estimated transaction expenses, net of tax, related to the PSB merger are approximately $1,378. These one-time merger related expenses have not been included in the Unaudited Pro Forma Combined Consolidated Statement of Income, as the pro forma adjustments do not give consideration to non-recurring items, the impact of possible cost savings, expense efficiencies, synergies, strategy modifications, asset dispositions or other actions that may result from the mergers. PSB’s preliminary estimated transaction expenses, net of tax, related to the merger are approximately $504. These preliminary estimated merger transaction expenses (RFC and PSB) are still being developed and will continue to be refined, and will include assessing personnel, benefit plans, premises, equipment, and service contracts to determine where they may take advantage of redundancies. The preliminary estimated pro forma presentation of merger transaction costs is in the following table (dollars are in thousands).
|
|
|
|
|
|
(Seller) PSB |
|
|
(Buyer) RFC |
|
||||||||
|
|
|
|
|
|
12/31/2018 |
|
9/30/2018 |
|
|
12/31/2018 |
|
9/30/2018 |
|
||||
System termination fees and system conversion expenses |
|
|
|
|
|
|
|
$ |
1,529 |
|
|
|
|
|||||
Investment bankers, accounting, auditing and legal |
|
$ |
673 |
|
$ |
243 |
|
|
|
306 |
|
$ |
226 |
|
||||
Other related expenses |
|
|
- |
|
|
- |
|
|
|
5 |
|
|
1 |
|
||||
Total non-interest expense |
|
$ |
673 |
|
$ |
243 |
|
|
$ |
1,840 |
|
$ |
227 |
|
||||
Tax benefit |
|
|
(169 |
) |
|
(61 |
) |
|
|
(462 |
) |
|
(57 |
) |
||||
Net expense after tax benefit |
|
$ |
504 |
|
$ |
182 |
|
|
$ |
1,378 |
|
$ |
170 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|