Exhibit 99.1
Exhibit 99.1 Unaudited Pro Forma Condensed Consolidated Financial Information
The following Unaudited Pro Forma Condensed Consolidated Financial Statements of Community First, Inc. (the “Company”) are included herein:
| • | | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2012 |
| • | | Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2012 |
| • | | Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2011 |
| • | | Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements |
The Unaudited Pro Forma Condensed Consolidated Financial Statements and related Notes presented reflect the sale of certain assets and liabilities associated with the Company’s bank subsidiary’s Cool Springs branch location (the “Cool Springs Branch”), which was completed on December 7, 2012.
The Unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared by applying pro forma adjustments to the Unaudited Condensed Consolidated Financial Statements included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2012. The Unaudited Pro Forma Condensed Consolidated Balance Sheet reflects the sale of the Cool Springs Branch assuming the sale had occurred as of September 30, 2012. The Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2012 reflects the sale of the Cool Springs Branch assuming the sale had occurred at the beginning of the year 2012. The Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2011 reflects the sale of the Cool Springs Branch assuming the sale occurred at the beginning of the year 2011. The pro forma adjustments, as described in the Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements, are based on currently available information. While such adjustments are subject to change, management believes such adjustments are reasonable and directly attributable to the assets and liabilities sold in connection with the Cool Springs Branch.
The Unaudited Pro Forma Condensed Consolidated Financial Statements are presented for informational purposes only and are not necessarily indicative of the operating results or financial position that would have occurred had the sale occurred on, or as of, the dates indicated, nor are they necessarily indicative of the Company’s future operating results or financial position.
Additionally, the gain on the branch sale may differ from the amount shown herein due to changes in deposits from September 30, 2012 and the closing date of the transaction and other adjustments based on the final closing of the transaction.
Community First, Inc.
Consolidated Balance Sheet
(Unaudited, Condensed)
| | | | | | | | | | | | |
| | September 30, 2012 | |
(amounts in thousands, except share and per share data) | | As Reported (a) | | | Pro Forma Adjustments (b) | | | Pro Forma | |
Assets | | | | | | | | | | | | |
Cash and due from banks | | $ | 102,595 | | | $ | (24,064 | ) | | $ | 78,531 | |
Federal funds sold | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Cash and cash equivalents | | | 102,595 | | | | (24,064 | ) | | | 78,531 | |
Time deposits in other financial institutions | | | 500 | | | | — | | | | 500 | |
Securities available for sale, at fair value | | | 68,270 | | | | — | | | | 68,270 | |
Loans held for sale, net of allowance of $490 | | | 24,352 | | | | (24,352 | ) | | | — | |
Loans | | | 327,039 | | | | — | | | | 327,039 | |
Allowance for loan losses | | | (11,624 | ) | | | — | | | | (11,624 | ) |
| | | | | | | | | | | | |
Net loans | | | 315,415 | | | | — | | | | 315,415 | |
| | | | | | | | | | | | |
Restricted equity securities, at cost | | | 1,727 | | | | — | | | | 1,727 | |
Premises and equipment, net | | | 8,983 | | | | — | | | | 8,983 | |
Premises and equipment held for sale, net | | | 4,886 | | | | (4,886 | ) | | | — | |
Accrued interest receivable | | | 1,296 | | | | (93 | ) | | | 1,203 | |
Core deposit and customer relationship intangibles, net | | | 1,393 | | | | — | | | | 1,393 | |
Other real estate owned, net | | | 16,880 | | | | — | | | | 16,880 | |
Bank owned life insurance | | | 9,258 | | | | — | | | | 9,258 | |
Other assets | | | 4,596 | | | | (80 | ) | | | 4,516 | |
| | | | | | | | | | | | |
Total Assets | | $ | 560,151 | | | $ | (53,475 | ) | | $ | 506,676 | |
| | | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | |
Deposits: | | | | | | | | | | | | |
Noninterest-bearing | | $ | 47,868 | | | $ | — | | | $ | 47,868 | |
Noninterest-bearing held for sale | | | 1,813 | | | | (1,813 | ) | | | — | |
Interest-bearing | | | 394,647 | | | | — | | | | 394,647 | |
Interest-bearing held for sale | | | 54,075 | | | | (54,075 | ) | | | — | |
| | | | | | | | | | | | |
Total Deposits | | | 498,403 | | | | (55,888 | ) | | | 442,515 | |
| | | | | | | | | | | | |
Federal Home Loan Bank advances | | | 13,000 | | | | — | | | | 13,000 | |
Subordinated debentures | | | 23,000 | | | | — | | | | 23,000 | |
Repurchase agreement | | | 7,000 | | | | — | | | | 7,000 | |
Accrued interest payable | | | 3,594 | | | | (149 | ) | | | 3,445 | |
Other liabilities | | | 6,512 | | | | (38 | ) | | | 6,474 | |
| | | | | | | | | | | | |
Total Liabilities | | | 551,509 | | | | (56,075 | ) | | | 495,434 | |
| | | | | | | | | | | | |
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Community First, Inc.
Consolidated Balance Sheet
(Unaudited, Condensed)
(Continued)
| | | | | | | | | | | | |
| | September 30, 2012 | |
(amounts in thousands, except share and per share data) | | As Reported (a) | | | Pro Forma Adjustments (b) | | | Pro Forma | |
Shareholders’ Equity | | | | | | | | | | | | |
| | | |
Senior Preferred shares, no par value; 5% cumulative. Authorized 2,500,000 shares; issued 17,806 with liquidation value of $19,138 | | | 17,806 | | | | — | | | | 17,806 | |
| | | |
Warrant Preferred shares, no par value; 9% cumulative. Issued 890 with liquidation value of $890 | | | 890 | | | | — | | | | 890 | |
Net discount on preferred shares | | | (279 | ) | | | — | | | | (279 | ) |
Total preferred shares | | | 18,417 | | | | — | | | | 18,417 | |
Common stock, no par value. Authorized 10,000,000 shares; issued 3,274,205 shares | | | 28,588 | | | | — | | | | 28,588 | |
Accumulated deficit | | | (38,345 | ) | | | 2,600 | | | | (35,745 | ) |
Accumulated other comprehensive (loss), net | | | (18 | ) | | | — | | | | (18 | ) |
| | | | | | | | | | | | |
Total Shareholders’ Equity | | | 8,642 | | | | 2,600 | | | | 11,242 | |
| | | | | | | | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 560,151 | | | $ | (53,475 | ) | | $ | 506,676 | |
| | | | | | | | | | | | |
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Community First, Inc.
Consolidated Statement of Operations
(Unaudited, Condensed)
| | | | | | | | | | | | |
| | For the Nine Months Ended | |
(amounts in thousands, except share and per share data) | | September 30, 2012 | |
| As Reported (a) | | | Pro Forma Adjustments (c) | | | Pro Forma | |
Interest income: | | | | | | | | | | | | |
Loans, including fees | | $ | 16,336 | | | $ | (1,034 | ) | | $ | 15,302 | |
Taxable securities | | | 888 | | | | — | | | | 888 | |
Tax-exempt securities | | | 266 | | | | — | | | | 266 | |
Federal funds sold and other | | | 220 | | | | (45 | ) | | | 175 | |
| | | | | | | | | | | | |
Total interest income | | | 17,710 | | | | (1,079 | ) | | | 16,631 | |
Interest expense: | | | | | | | | | | | | |
Deposits | | | 3,873 | | | | (490 | ) | | | 3,383 | |
FHLB advances and federal funds purchased | | | 261 | | | | — | | | | 261 | |
Subordinated debentures and other | | | 1,300 | | | | — | | | | 1,300 | |
| | | | | | | | | | | | |
Total interest expense | | | 5,434 | | | | (490 | ) | | | 4,944 | |
| | | | | | | | | | | | |
Net interest income | | | 12,276 | | | | (589 | ) | | | 11,687 | |
Provision for loan losses | | | 2,700 | | | | — | | | | 2,700 | |
| | | | | | | | | | | | |
Net interest income after provision for loan losses | | | 9,576 | | | | (589 | ) | | | 8,987 | |
Noninterest income: | | | | | | | | | | | | |
Service charges on deposit accounts | | | 1,256 | | | | (13 | ) | | | 1,243 | |
Gain on sale of loans | | | 137 | | | | — | | | | 137 | |
Gain on sale of securities available for sale | | | 1,215 | | | | — | | | | 1,215 | |
Gain on sale of branches | | | 1,466 | | | | 2,600 | | | | 4,066 | |
Other | | | 693 | | | | (115 | ) | | | 578 | |
| | | | | | | | | | | | |
Total noninterest income | | | 4,767 | | | | 2,472 | | | | 7,239 | |
Noninterest expense: | | | | | | | | | | | | |
Salaries and employee benefits | | | 5,479 | | | | (245 | ) | | | 5,234 | |
Regulatory and compliance | | | 1,070 | | | | — | | | | 1,070 | |
Occupancy | | | 964 | | | | (110 | ) | | | 854 | |
Furniture and equipment | | | 403 | | | | (9 | ) | | | 394 | |
Data processing fees | | | 890 | | | | (30 | ) | | | 860 | |
Advertising and public relations | | | 158 | | | | (1 | ) | | | 157 | |
Operational expense | | | 297 | | | | (14 | ) | | | 283 | |
Other real estate owned expense | | | 1,707 | | | | — | | | | 1,707 | |
Other | | | 2,650 | | | | (50 | ) | | | 2,600 | |
| | | | | | | | | | | | |
Total noninterest expenses | | | 13,618 | | | | (459 | ) | | | 13,159 | |
| | | | | | | | | | | | |
Income before income tax expense | | | 725 | | | | 2,342 | | | | 3,067 | |
Income tax expense (benefit) | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Net income | | | 725 | | | | 2,342 | | | | 3,067 | |
Preferred stock dividends declared | | | (728 | ) | | | — | | | | (728 | ) |
Accretion of preferred stock discount | | | (140 | ) | | | — | | | | (140 | ) |
| | | | | | | | | | | | |
Net income (loss) allocated to common shareholders | | $ | (143 | ) | | $ | 2,342 | | | $ | 2,199 | |
| | | | | | | | | | | | |
Loss per share allocated to common shareholders | | | | | | | | | | | | |
Basic | | $ | (0.04 | ) | | $ | 0.72 | | | $ | 0.68 | |
Diluted | | | (0.04 | ) | | | 0.72 | | | | 0.68 | |
Weighted average common shares outstanding | | | | | | | | | | | | |
Basic | | | 3,274,049 | | | | — | | | | 3,274,049 | |
Diluted | | | 3,274,049 | | | | — | | | | 3,274,049 | |
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Community First, Inc.
Consolidated Statement of Operations
(Unaudited)
| | | | | | | | | | | | |
| | For the Year Ended December 31, 2011 | |
(amounts in thousands, except share and per share data) | | As Reported (d) | | | Pro Forma Adjustments (e) | | | Pro Forma | |
Interest income: | | | | | | | | | | | | |
Loans, including fees | | $ | 26,308 | | | $ | (1,378 | ) | | $ | 24,930 | |
Taxable securities | | | 1,598 | | | | — | | | | 1,598 | |
Tax-exempt securities | | | 459 | | | | — | | | | 459 | |
Federal funds sold and other | | | 321 | | | | (60 | ) | | | 261 | |
| | | | | | | | | | | | |
Total interest income | | | 28,686 | | | | (1,438 | ) | | | 27,248 | |
Interest expense: | | | | | | | | | | | | |
Deposits | | | 7,082 | | | | (958 | ) | | | 6,124 | |
FHLB advances and federal funds purchased | | | 375 | | | | — | | | | 375 | |
Subordinated debentures and other | | | 1,631 | | | | — | | | | 1,631 | |
| | | | | | | | | | | | |
Total interest expense | | | 9,088 | | | | (958 | ) | | | 8,130 | |
| | | | | | | | | | | | |
Net interest income | | | 19,598 | | | | (480 | ) | | | 19,118 | |
Provision for loan losses | | | 13,029 | | | | — | | | | 13,029 | |
| | | | | | | | | | | | |
Net interest income after provision for loan losses | | | 6,569 | | | | (480 | ) | | | 6,089 | |
Noninterest income: | | | | | | | | | | | | |
Service charges on deposit accounts | | | 1,809 | | | | (34 | ) | | | 1,775 | |
Gain on sale of loans | | | 343 | | | | — | | | | 343 | |
Gain on sale of branch | | | — | | | | 2,600 | | | | 2,600 | |
Other | | | 1,201 | | | | (132 | ) | | | 1,069 | |
| | | | | | | | | | | | |
Total noninterest income | | | 3,353 | | | | 2,434 | | | | 5,787 | |
Noninterest expense: | | | | | | | | | | | | |
Salaries and employee benefits | | | 8,353 | | | | (761 | ) | | | 7,592 | |
Regulatory and compliance | | | 1,390 | | | | — | | | | 1,390 | |
Occupancy | | | 1,543 | | | | (287 | ) | | | 1,256 | |
Furniture and equipment | | | 737 | | | | (86 | ) | | | 651 | |
Data processing fees | | | 931 | | | | (56 | ) | | | 875 | |
Advertising and public relations | | | 357 | | | | (13 | ) | | | 344 | |
Operational expense | | | 706 | | | | (27 | ) | | | 679 | |
Other real estate owned expense | | | 3,016 | | | | — | | | | 3,016 | |
Other | | | 9,496 | | | | (144 | ) | | | 9,352 | |
| | | | | | | | | | | | |
Total noninterest expenses | | | 26,529 | | | | (1,374 | ) | | | 25,155 | |
| | | | | | | | | | | | |
Income (loss) before income tax expense | | | (16,607 | ) | | | 3,328 | | | | (13,279 | ) |
Income tax expense (benefit) | | | (1,555 | ) | | | — | | | | (1,555 | ) |
| | | | | | | | | | | | |
Net income (loss) | | | (15,052 | ) | | | 3,328 | | | | (11,724 | ) |
Preferred stock dividends declared | | | (970 | ) | | | — | | | | (970 | ) |
Accretion of preferred stock discount | | | (175 | ) | | | — | | | | (175 | ) |
| | | | | | | | | | | | |
Net income (loss) allocated to common shareholders | | $ | (16,197 | ) | | $ | 3,328 | | | $ | (12,869 | ) |
| | | | | | | | | | | | |
Loss per share allocated to common shareholders | | | | | | | | | | | | |
Basic | | $ | (4.95 | ) | | $ | 1.02 | | | $ | (3.93 | ) |
Diluted | | | (4.95 | ) | | | 1.02 | | | | (3.93 | ) |
Weighted average common shares outstanding | | | | | | | | | | | | |
Basic | | | 3,273,301 | | | | — | | | | 3,273,301 | |
Diluted | | | 3,273,301 | | | | — | | | | 3,273,301 | |
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Community First, Inc.
Notes to the Unaudited Pro Forma Consolidated Financial Statements
(a) | Amounts represent historical financial information from the Company’s Quarterly Report on Form 10-Q as of and for the period ended September 30, 2012. |
(b) | We have made adjustments to the Unaudited Pro Forma Condensed Balance Sheet as of September 30, 2012 to reflect the sale of the assets and liabilities that were included in the Cool Springs Branch sale as if the sale occurred on September 30, 2012. The pro forma adjustments per the sale are as follows: |
| | | | | | |
Description | | Balance Sheet Location | | Amount | |
Cash paid | | Cash and due from banks | | $ | 24,064 | |
Loans sold | | Loans held for sale | | $ | 24,352 | |
Premises and equipment sold | | Premises and equipment held for sale | | $ | 4,886 | |
Accrued interest receivable sold | | Accrued interest receivable | | $ | 93 | |
Deferred rent receivable | | Other assets | | $ | 18 | |
Mortgage servicing asset | | Other assets | | $ | 62 | |
Noninterest-bearing deposits sold | | Noninterest-bearing deposits held for sale | | $ | 1,813 | |
Interest-bearing deposits sold | | Interest-bearing deposits held for sale | | $ | 54,075 | |
Accrued interest payable sold | | Accrued interest payable | | $ | 149 | |
Accrued property taxes | | Other liabilities | | $ | 38 | |
Gain on sale of branch | | Retained earnings (accumulated deficit) | | $ | 2,600 | |
(c) | Represents nine months of income and expenses related to the Company’s assets and liabilities sold with the Cool Springs Branch. |
(d) | Amounts represent historical financial information from the Company’s Annual Report on Form 10-K for the period ended December 31, 2011. |
(e) | Represents twelve months of income and expenses related to the Company’s assets and liabilities sold with the Cool Springs Branch. |
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