Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On February 10, 2015, Bank of the Ozarks, Inc. (“Ozarks”) completed its acquisition of Intervest Bancshares Corporation (“Intervest”) and its wholly-owned bank subsidiary, Intervest National Bank, pursuant to the previously announced definitive agreement and plan of merger dated July 31, 2014 (the “Merger Agreement”). Pursuant to the Merger Agreement, Intervest merged with and into Ozarks and Intervest National Bank merged with and into Ozarks’ wholly-owned bank subsidiary, Bank of the Ozarks, effective February 10, 2015 (collectively, the “Merger”).
Pursuant to the terms of the Merger Agreement, each share of Intervest common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 0.3014 of a share of Ozarks’ common stock. For each fractional share that would have otherwise been issued, Ozarks paid cash in an amount equal to such fraction of a share multiplied by $33.88, which was the average closing sale price of Ozarks’ common stock, as quoted on the NASDAQ Global Select Market, for the ten consecutive trading days ending on February 3, 2015. As a result of the closing of the Merger, Ozarks issued 6,637,243 shares of common stock to former holders of Intervest common stock.
The following unaudited pro forma combined financial information has been prepared using the acquisition method of accounting, giving effect to Ozarks’ completed acquisitions of Summit Bancorp, Inc., or Summit, which closed on May 16, 2014, and the acquisition of Intervest, which closed on February 10, 2015, including pro forma assumptions and adjustments related to the Summit and Intervest acquisitions, as described in the accompanying notes to the unaudited pro forma combined financial information. The unaudited pro forma combined balance sheet combines the historical financial information of Ozarks and Intervest as of December 31, 2014, and assumes that the Intervest merger was completed on that date. The unaudited pro forma combined statement of income for the year ended December 31, 2014 gives effect to the Summit and Intervest acquisitions as if each transaction had been completed on January 1, 2014.
The following unaudited pro forma combined financial information is provided for informational purposes only. The unaudited pro forma combined financial information is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined financial information and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined financial information should be read together with:
| • | | the accompanying notes to the unaudited pro forma combined financial information; |
| • | | Ozarks’ separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2014, included in Ozarks’ Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 27, 2015; and |
| • | | Intervest’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2014, included in Exhibit 99.1 to Ozarks’ Current Report on Form 8-K filed on the date hereof. |
Unaudited Pro Forma Combined Balance Sheet
As of December 31, 2014
| | | | | | | | | | | | | | | | |
| | Ozarks Historical | | | Intervest Historical | | | Intervest Pro forma Adjustments | | | Pro forma Combined | |
| | (Dollars in thousands) | |
Assets | | | | | | | | | | | | | | | | |
Cash and due from banks | | $ | 147,751 | | | $ | 109,684 | | | $ | (7 | )(a) | | $ | 257,428 | |
Interest earning deposits | | | 2,452 | | | | 3,065 | | | | — | | | | 5,517 | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | 150,203 | | | | 112,749 | | | | (7 | ) | | | 262,945 | |
Investment securities | | | 839,321 | | | | 215,950 | | | | 321 | (b) | | | 1,055,592 | |
Loans and leases, including purchased loans | | | 5,127,817 | | | | 1,133,068 | | | | (33,868 | )(c) | | | 6,227,017 | |
Allowance for loan and lease losses | | | (52,918 | ) | | | (25,204 | ) | | | 25,204 | (d) | | | (52,918 | ) |
| | | | | | | | | | | | | | | | |
Net loans and leases | | | 5,074,899 | | | | 1,107,864 | | | | (8,664 | ) | | | 6,174,099 | |
Premises and equipment, net | | | 273,591 | | | | 4,414 | | | | 2,256 | (e) | | | 280,261 | |
Foreclosed assets | | | 37,775 | | | | 2,350 | | | | (1,710 | )(c) | | | 38,415 | |
Accrued interest receivable | | | 20,192 | | | | 4,409 | | | | — | | | | 24,601 | |
Bank owned life insurance | | | 182,052 | | | | — | | | | — | | | | 182,052 | |
Goodwill | | | 78,669 | | | | — | | | | 44,801 | (f) | | | 123,470 | |
Other intangible assets, net | | | 26,907 | | | | — | | | | 4,881 | (g) | | | 31,788 | |
Current and deferred income taxes | | | 48,438 | | | | 13,107 | | | | 7,874 | (h) | | | 69,419 | |
Other, net | | | 34,452 | | | | 5,118 | | | | (2,741 | )(i) | | | 36,829 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 6,766,499 | | | $ | 1,465,961 | | | $ | 47,011 | | | $ | 8,279,471 | |
| | | | | | | | | | | | | | | | |
Liabilities and Stockholders' Equity | | | | | | | | | | | | | | | | |
Deposits: | | | | | | | | | | | | | | | | |
Demand non-interest bearing | | $ | 1,145,454 | | | $ | 29,063 | | | $ | — | | | | 1,174,517 | |
Savings and interest bearing transaction | | | 2,892,989 | | | | 358,916 | | | | — | | | | 3,251,905 | |
Time | | | 1,457,939 | | | | 805,791 | | | | 22,211 | (j) | | | 2,285,941 | |
| | | | | | | | | | | | | | | | |
Total deposits | | | 5,496,382 | | | | 1,193,770 | | | | 22,211 | | | | 6,712,363 | |
Repurchase agreements | | | 65,578 | | | | — | | | | — | | | | 65,578 | |
Other borrowings | | | 190,855 | | | | — | | | | — | | | | 190,855 | |
Subordinated debentures | | | 64,950 | | | | 56,702 | | | | (4,463 | )(k) | | | 117,189 | |
Accrued interest payable and other liabilities | | | 36,892 | | | | 5,918 | | | | 358 | (l) | | | 43,168 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 5,854,657 | | | | 1,256,390 | | | | 18,106 | | | | 7,129,153 | |
| | | | | | | | | | | | | | | | |
Stockholders' equity: | | | | | | | | | | | | | | | | |
Common stock | | | 799 | | | | 22,022 | | | | 66 | (a) | | | 865 | |
| | | | | | | | | | | (22,022 | )(m) | | | | |
Additional paid-in capital | | | 324,354 | | | | 84,793 | | | | 238,410 | (a) | | | 562,764 | |
| | | | | | | | | | | (84,793 | )(m) | | | | |
Retained earnings | | | 571,454 | | | | 103,330 | | | | (103,330 | )(m) | | | 571,454 | |
Accumulated other comprehensive income | | | 14,132 | | | | (574 | ) | | | 574 | (m) | | | 14,132 | |
Treasury stock, at cost | | | (2,349 | ) | | | — | | | | — | | | | (2,349 | ) |
| | | | | | | | | | | | | | | | |
Total stockholders' equity before noncontrolling interest | | | 908,390 | | | | 209,571 | | | | 28,905 | | | | 1,146,866 | |
Noncontrolling interest | | | 3,452 | | | | — | | | | — | | | | 3,452 | |
| | | | | | | | | | | | | | | | |
Total stockholders' equity | | | 911,842 | | | | 209,571 | | | | 28,905 | | | | 1,150,318 | |
| | | | | | | | | | | | | | | | |
Total liabilities and stockholders' equity | | $ | 6,766,499 | | | $ | 1,465,961 | | | $ | 47,011 | | | $ | 8,279,471 | |
| | | | | | | | | | | | | | | | |
Unaudited Pro Forma Combined Income Statement
For the Year Ended December 31, 2014
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Ozarks Historical | | | Summit Historical (1) | | | Summit Pro forma Adjustments | | | Summit Historical and Pro forma Adjustments | | | Ozarks and Summit Pro forma Combined | | | Intervest Historical | | | Intervest Pro forma Adjustments | | | Pro forma Combined | |
| | (Dollars in thousands, except per share data) | |
Interest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans and leases, including purchased loans | | $ | 260,779 | | | $ | 13,685 | | | $ | 3,089 | (2) | | $ | 16,774 | | | $ | 277,553 | | | $ | 58,327 | | | $ | 7,923 | (n) | | $ | 343,803 | |
Investment securities | | | 30,614 | | | | 2,757 | | | | — | | | | 2,757 | | | | 33,371 | | | | 4,373 | | | | — | | | | 37,744 | |
Other | | | 56 | | | | 76 | | | | — | | | | 76 | | | | 132 | | | | 59 | | | | — | | | | 191 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total interest income | | | 291,449 | | | | 16,518 | | | | 3,089 | | | | 19,607 | | | | 311,056 | | | | 62,759 | | | | 7,923 | | | | 381,738 | |
Interest expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits | | | 8,566 | | | | 1,842 | | | | (975 | )(3) | | | 867 | | | | 9,433 | | | | 18,369 | | | | (9,095 | )(o) | | | 18,707 | |
Repurchase agreements | | | 54 | | | | 11 | | | | — | | | | 11 | | | | 65 | | | | — | | | | — | | | | 65 | |
Other borrowings | | | 10,642 | | | | 3,539 | | | | (394 | )(4) | | | 3,145 | | | | 13,787 | | | | — | | | | — | | | | 13,787 | |
Subordinated debentures | | | 1,693 | | | | — | | | | — | | | | — | | | | 1,693 | | | | 1,578 | | | | 560 | (p) | | | 3,831 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total interest expense | | | 20,955 | | | | 5,392 | | | | (1,369 | ) | | | 4,023 | | | | 24,978 | | | | 19,947 | | | | (8,535 | ) | | | 36,390 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income | | | 270,494 | | | | 11,126 | | | | 4,457 | | | | 15,583 | | | | 286,077 | | | | 42,812 | | | | 16,458 | | | | 345,347 | |
Provision for loan and lease losses | | | 16,915 | | | | — | | | | — | | | | — | | | | 16,915 | | | | (2,500 | ) | | | — | | | | 14,415 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income after provision | | | 253,579 | | | | 11,126 | | | | 4,457 | | | | 15,583 | | | | 269,162 | | | | 45,312 | | | | 16,458 | | | | 330,932 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Service charges on deposit accounts | | | 26,609 | | | | 1,389 | | | | — | | | | 1,389 | | | | 27,998 | | | | 385 | | | | — | | | | 28,383 | |
Mortgage lending income | | | 5,187 | | | | — | | | | — | | | | — | | | | 5,187 | | | | — | | | | — | | | | 5,187 | |
Trust income | | | 5,592 | | | | 151 | | | | — | | | | 151 | | | | 5,743 | | | | — | | | | — | | | | 5,743 | |
Bank owned life insurance income | | | 5,184 | | | | 332 | | | | — | | | | 332 | | | | 5,516 | | | | — | | | | — | | | | 5,516 | |
Amortization of FDIC loss share payable, net of amortization of FDIC clawback payable | | | (611 | ) | | | — | | | | — | | | | — | | | | (611 | ) | | | — | | | | — | | | | (611 | ) |
Other income from purchased loans, net | | | 14,803 | | | | — | | | | — | | | | — | | | | 14,803 | | | | — | | | | — | | | | 14,803 | |
Net gains (losses) on investment securities | | | 144 | | | | 348 | | | | — | | | | 348 | | | | 492 | | | | 301 | | | | — | | | | 793 | |
Gains (losses) on sales of other assets | | | 6,023 | | | | (1 | ) | | | — | | | | (1 | ) | | | 6,022 | | | | — | | | | — | | | | 6,022 | |
Gain on merger and acquisition transaction | | | 4,667 | | | | — | | | | — | | | | — | | | | 4,667 | | | | — | | | | — | | | | 4,667 | |
Other | | | 17,285 | | | | 376 | | | | — | | | | 376 | | | | 17,661 | | | | 5,437 | | | | — | | | | 23,098 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total non-interest income | | | 84,883 | | | | 2,595 | | | | — | | | | 2,595 | | | | 87,478 | | | | 6,123 | | | | — | | | | 93,601 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 76,884 | | | | 10,799 | | | | — | | | | 10,799 | | | | 87,683 | | | | 10,358 | | | | — | | | | 98,041 | |
Net occupancy and equipment | | | 24,102 | | | | 2,054 | | | | (75 | )(5) | | | 1,979 | | | | 26,081 | | | | 2,134 | | | | — | | | | 28,215 | |
Other operating expenses | | | 65,029 | | | | 5,040 | | | | 959 | (6) | | | 5,999 | | | | 71,028 | | | | 7,069 | | | | 976 | (q) | | | 79,073 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total non-interest expenses | | | 166,015 | | | | 17,893 | | | | 884 | | | | 18,777 | | | | 184,792 | | | | 19,561 | | | | 976 | | | | 205,329 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income before taxes | | | 172,447 | | | | (4,172 | ) | | | 3,573 | | | | (599 | ) | | | 171,848 | | | | 31,874 | | | | 15,482 | | | | 219,204 | |
Provision for income taxes | | | 53,859 | | | | (2,367 | ) | | | 1,379 | (7) | | | (988 | ) | | | 52,871 | | | | 14,199 | | | | 5,976 | (r) | | | 73,046 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | 118,588 | | | | (1,805 | ) | | | 2,194 | | | | 389 | | | | 118,977 | | | | 17,675 | | | | 9,506 | | | | 146,158 | |
Net income attributable to noncontrolling interest | | | 18 | | | | — | | | | — | | | | — | | | | 18 | | | | — | | | | — | | | | 18 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common stockholders | | $ | 118,606 | | | $ | (1,805 | ) | | $ | 2,194 | | | $ | 389 | | | $ | 118,995 | | | $ | 17,675 | | | $ | 9,506 | | | $ | 146,176 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings (loss) per share | | $ | 1.53 | | | $ | (0.29 | ) | | | | | | | | | | $ | 1.49 | | | $ | 0.80 | | | | | | | $ | 1.69 | |
Weighted average shares outstanding (thousands) | | | 77,538 | | | | 6,138 | | | | | | | | | | | | 79,700 | | | | 22,016 | | | | | | | | 86,337 | |
Diluted earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnings (loss) per share | | $ | 1.52 | | | $ | (0.29 | ) | | | | | | | | | | $ | 1.48 | | | $ | 0.80 | | | | | | | $ | 1.68 | |
Weighted average shares outstanding (thousands) | | | 78,060 | | | | 6,205 | | | | | | | | | | | | 80,222 | | | | 22,231 | | | | | | | | 86,859 | |
Notes to Unaudited Pro Forma Combined Financial Information
As of and for the Year Ended December 31, 2014
(a) | This represents the merger consideration of $238.5 million consisting of 6,637,243 shares of common stock (plus cash in lieu of fractional shares). |
(b) | This adjustment reflects the fair value adjustment based on Ozarks’ pricing of the acquired investment securities portfolio. |
(c) | This adjustment represents Ozarks' estimate of the necessary writedown of Intervest's loan portfolio and foreclosed assets to estimated fair value. The estimated purchase accounting adjustment for the acquired loan portfolio is comprised of approximately $9.0 million of non-accretable credit adjustments and approximately $24.9 million of accretable interest rate adjustments. The estimated purchase accounting adjustment of approximately $1.7 million for the acquired foreclosed assets consists entirely of non-accretable adjustments. |
(d) | This adjustment represents the elimination of Intervest's allowance for loan losses. |
(e) | This adjustment reflects the fair value adjustment based on Ozarks’ evaluation of the premises and equipment acquired. |
(f) | This adjustment represents the purchase price allocation for Intervest, assuming the transaction closed on December 31, 2014, and is calculated as follows (in thousands): |
| | | | |
Total purchase price | | $ | 238,483 | |
Less: equity at book value | | | (209,571 | ) |
Elimination of allowance for loan losses | | | (25,204 | ) |
Current and deferred income taxes | | | (7,874 | ) |
Allocated to: | | | | |
Investment securities | | | (321 | ) |
Loans and foreclosed assets | | | 35,578 | |
Premises and equipment, net | | | (2,256 | ) |
Core deposit intangible | | | (4,881 | ) |
Other assets | | | 2,741 | |
Time deposits | | | 22,211 | |
Subordinated debentures | | | (4,463 | ) |
Accrued interest payable and other liabilities | | | 358 | |
| | | | |
Goodwill | | $ | 44,801 | |
| | | | |
(g) | This adjustment reflects the fair value adjustment for the core deposit intangible asset recorded as a result of the acquisition. |
(h) | This adjustment includes current and deferred income tax assets and liabilities recorded to reflect the differences in the carrying values of the acquired assets and the assumed liabilities for financial reporting purposes and the cost basis for federal income tax purposes. |
(i) | This adjustment represents the write-off of certain other assets to estimated fair value. |
(j) | This adjustment represents the estimated write-up of assumed time deposits to reflect a current market rate of interest. |
(k) | This adjustment reflects the fair value adjustment of these assumed liabilities based on a valuation of such instruments by an independent, third party valuation firm to reflect a current market rate of interest. |
(l) | This adjustment reflects the amount needed to adjust other liabilities to estimated fair value and to record certain liabilities directly attributable to the acquisition of Intervest. |
(m) | This adjustment represents the elimination of the historical equity of Intervest. |
(n) | This adjustment represents Ozarks' estimate of the expected accretion that would have been recorded in 2014 assuming the Intervest merger transaction closed on January 1, 2014 and using a weighted average maturity of approximately 4.7 years. The estimated accretion adjustments are approximately $7.9 million in year 1, approximately $6.1 million in year 2, approximately $4.7 million in year 3, approximately $3.1 million in year 4, approximately $1.7 million in year 5 and approximately $1.4 million thereafter. |
(o) | This adjustment represents Ozarks' estimate of the expected accretion that would have been recorded in 2014 assuming the Intervest merger transaction closed on January 1, 2014 and using a weighted-average maturity of approximately 2.1 years. The estimated accretion adjustments are approximately $9.1 million in year 1, approximately $7.0 million in year 2, approximately $3.6 million in year 3, approximately $2.0 million in year 4, approximately $0.3 million in year 5 and approximately $0.2 million thereafter. |
(p) | This adjustment represents Ozarks' estimate of the expected amortization of the fair value adjustment to the subordinated debentures that would have been recorded in 2014 assuming the Intervest merger transaction closed on January 1, 2014. The fair value adjustment will be amortized on a straight-line basis over the projected holding period of eight years. |
(q) | This represents the expected amortization during 2014 of the core deposit intangible assuming the transaction closed on January 1, 2014. The estimated useful life of the acquired intangible asset is estimated to be five years. |
(r) | This represents income tax expense on the pro forma adjustments at Ozarks' statutory federal and state income tax rate of 38.6%. |
(1) | Includes the historical results of operations for Summit from January 1, 2014 through May 16, 2014, the date the Summit merger transaction closed. |
(2) | This adjustment represents Ozarks' estimate of the accretion on the acquired loan portfolio of Summit that would have been recorded during 2014 assuming the Summit merger transaction closed on January 1, 2014. |
(3) | This adjustment represents Ozarks' estimate of the accretion on the assumed time deposits from Summit that would have been recorded during 2014 assuming the Summit merger transaction closed on January 1, 2014. |
(4) | This adjustment represents the estimated amount of accretion on Federal Home Loan Bank of Dallas advances assumed from Summit that would have been recorded in 2014 assuming the Summit merger transaction closed on January 1, 2014. |
(5) | This adjustment represents the estimated decrease in depreciation and amortization expense during 2014 assuming the Summit merger transaction closed on January 1, 2014. |
(6) | This represents the amortization of the core deposit intangible during 2014 assuming the Summit merger transaction closed on January 1, 2014. |
(7) | This represents income tax expense on the pro forma adjustments at Ozarks' statutory federal and state income tax rate of 38.6%. |