Exhibit 99.3
CITIZENS COMMUNITY BANCORP, INC.
UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information and explanatory notes present how the combined balance sheets of Citizens Community Bancorp, Inc. ("the Company") and United Bank ("United") are based on assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined balance sheet is presented as if the acquisition had occurred on September 30, 2018. The unaudited pro forma condensed combined statement of operations for the twelve months ended September 30, 2018 is presented as if the acquisition had occurred October 1, 2017. The consolidated historical financial information of Citizens Community Bancorp, Inc. has been adjusted to reflect factually supportable items that are directly attributable to the acquisition and, with respect to the statements of operations only, expected to have a continuing impact on consolidated results of operations. The pro forma condensed combined financial information is not necessarily indicative of what would have occurred had the acquisition taken place on the indicated dates.
The unaudited pro forma condensed combined financial information shows the impact of the acquisition on the condensed combined balance sheets and the condensed combined statement of operations under the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States, with Citizens Community Bancorp, Inc. treated as the acquirer. Under this method of accounting, the assets and liabilities of United Bank are recorded by Citizens Community Bancorp, Inc. at their estimated fair market values as of the date the acquisition was completed. The unaudited pro forma adjustments have been made solely for the purposes of providing unaudited pro forma condensed combined financial information. Certain reclassifications have been made to the historical financial information of United Bank to conform to the presentation of Citizens Community Bancorp, Inc.’s consolidated financial information.
The unaudited pro forma condensed financial information is derived from and should be read in conjunction with the historical consolidated financial statements and related notes of Citizens Community Bancorp, Inc.
The following unaudited pro forma condensed combined balance sheet gives effect to the acquisition by Citizens Community Bancorp, Inc. of United Bank using the acquisition method of accounting, assuming the acquisition was consummated on September 30, 2018.
CITIZENS COMMUNITY BANCORP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AT
September 30, 2018
(in thousands)
|
| | | | | | | | | | | | | |
| | Citizens Community Bancorp, Inc. | United Bank | Pro Forma Adjustments | | Pro Forma Combined |
| Assets | | | | | |
| Cash and cash equivalents | $ | 34,494 |
| $ | 5,303 |
| $ | 400 |
| (1) | $ | 40,197 |
|
| Other interest bearing deposits | 7,180 |
| 49,497 |
| — |
| | 56,677 |
|
| Securities available for sale "AFS" | 118,482 |
| — |
| — |
| | 118,482 |
|
| Securities held to maturity "HTM" | 4,619 |
| — |
| — |
| | 4,619 |
|
| Non-marketable equity securities, at cost | 7,218 |
| 495 |
| — |
| | 7,713 |
|
| Loans receivable | 759,247 |
| 203,142 |
| (3,508 | ) | (3) | 958,881 |
|
| Allowance for loan losses | (6,748 | ) | (2,049 | ) | 2,049 |
| (4) | (6,748 | ) |
| Loans receivable, net | 752,499 |
| 201,093 |
| (1,459 | ) | | 952,133 |
|
| Loans held for sale | 1,917 |
| 117 |
| — |
| | 2,034 |
|
| Mortgage servicing rights assets | 1,840 |
| 2,551 |
| 170 |
| (5) | 4,561 |
|
| Office properties and equipment, net | 10,034 |
| 2,848 |
| 320 |
| (6) | 13,202 |
|
| Accrued interest receivable | 3,600 |
| 138 |
| — |
| | 3,738 |
|
| Intangible assets | 4,805 |
| — |
| 3,424 |
| (7) | 8,229 |
|
| Goodwill | 10,444 |
| — |
| 19,717 |
| (11) | 30,161 |
|
| Foreclosed and repossessed assets, net | 2,768 |
| — |
| — |
| | 2,768 |
|
| Bank owned life insurance ("BOLI") | 11,661 |
| 6,014 |
| | | 17,675 |
|
| Other assets | 3,848 |
| 949 |
| — |
| | 4,797 |
|
| TOTAL ASSETS | $ | 975,409 |
| $ | 269,005 |
| $ | 22,572 |
| | $ | 1,266,986 |
|
| | | | | | |
| Liabilities and Stockholders’ Equity | | | | | |
| Liabilities: | | | | | |
| Deposits | $ | 746,529 |
| $ | 227,523 |
| $ | 243 |
| (8) | $ | 974,295 |
|
| Federal Home Loan Bank advances | 63,000 |
| 10,389 |
| 51,502 |
| (1) (9) | 124,891 |
|
| Other borrowings | 24,619 |
| — |
| — |
| | 24,619 |
|
| Other liabilities | 5,414 |
| 1,419 |
| 501 |
| (10) (12) | 7,334 |
|
| Total liabilities | 839,562 |
| 239,331 |
| 52,246 |
| | 1,131,139 |
|
| Stockholders’ equity: | | | | | |
| Common stock | 109 |
| 510 |
| (510 | ) | (2) | 109 |
|
| Additional paid-in capital | 125,063 |
| 5,100 |
| (5,100 | ) | (2) | 125,063 |
|
| Retained earnings | 14,003 |
| 24,064 |
| (24,064 | ) | (2) | 14,003 |
|
| Unearned deferred compensation | (622 | ) | — |
| — |
| | (622 | ) |
| Accumulated other comprehensive (loss)/income | (2,706 | ) | — |
| — |
| | (2,706 | ) |
| Total stockholders’ equity | 135,847 |
| 29,674 |
| (29,674 | ) | | 135,847 |
|
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 975,409 |
| $ | 269,005 |
| $ | 22,572 |
| | $ | 1,266,986 |
|
The following unaudited pro forma condensed combined statement of operations gives effect to the acquisition by Citizens Community Bancorp, Inc. of United Bank using the acquisition method of accounting, assuming the acquisition was consummated on October 1, 2017.
CITIZENS COMMUNITY BANCORP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For The Twelve Months Ended September 30, 2018
(in thousands, except per share data)
|
| | | | | | | | | | | | | |
| | Citizens Community Bancorp, Inc. Twelve Months Ended 9/30/2018 | United Bank Twelve Months Ended 9/30/2018 | Pro Forma Adjustments | | Pro Forma Combined |
| Interest and dividend income: | | | | | |
| Interest and fees on loans | $ | 35,539 |
| $ | 10,332 |
| $ | 325 |
| (13) | $ | 46,196 |
|
| Interest on investments | 3,357 |
| 722 |
| — |
| | 4,079 |
|
| Total interest and dividend income | 38,896 |
| 11,054 |
| 325 |
| | 50,275 |
|
| Interest expense: | | | | | |
| Interest on deposits | 5,543 |
| 865 |
| 225 |
| (14) | 6,633 |
|
| Interest on FHLB borrowed funds | 1,310 |
| 464 |
| — |
| | 1,774 |
|
| Interest on other borrowed funds | 1,740 |
| — |
| — |
| | 1,740 |
|
| Total interest expense | 8,593 |
| 1,329 |
| 225 |
| | 10,147 |
|
| Net interest income before provision for loan losses | 30,303 |
| 9,725 |
| 100 |
| | 40,128 |
|
| Provision for loan losses | 1,300 |
| — |
| — |
| | 1,300 |
|
| Net interest income after provision for loan losses | 29,003 |
| 9,725 |
| 100 |
| | 38,828 |
|
| Non-interest income | 7,370 |
| 3,339 |
| — |
| | 10,709 |
|
| Non-interest expense | 29,764 |
| 8,608 |
| 1,310 |
| (15) (16) (17) | 39,682 |
|
| Income before provision for income tax | 6,609 |
| 4,456 |
| (1,210 | ) | | 9,855 |
|
| Provision for income taxes | 2,326 |
| 1,080 |
| (367 | ) | (18) | 3,039 |
|
| Net income attributable to common stockholders | $ | 4,283 |
| $ | 3,376 |
| $ | (843 | ) | | $ | 6,816 |
|
| | | | | | |
| Per share information: | | | | | |
| Basic earnings | $ | 0.72 |
| | | | $ | 0.62 |
|
| Diluted earnings | $ | 0.58 |
| | | | $ | 0.62 |
|
| Cash dividends paid | $ | 0.20 |
| | | | $ | 0.11 |
|
| Book value per share at end of period | $ | 12.45 |
| | | | $ | 12.45 |
|
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined financial information has been prepared to include the estimated adjustments necessary to record the assets and liabilities of United Bank ("United") at their respective fair values and represents management’s best estimate based upon the information available at this time. The pro forma adjustments included herein are subject to change as additional information becomes available and as additional analyses are performed. Such adjustments, when compared to the information shown in this document, may change the amount of the purchase price allocation to goodwill, while changes to assets and liabilities may impact the statement of operations due to adjustments in the amortization and/or depreciation of the adjusted assets and liabilities. Explanations for specific purchase accounting adjustments are as follows:
| |
| (1) | Adjustment to record purchase price consideration of $50,700; $51,100 of FHLB advances less $400 cash purchase price adjustment. |
| |
| (2) | Elimination of all equity accounts of United; Common stock ($510), Additional paid-in capital ($5,100), and Retained earnings ($24,064), respectively. |
| |
| (3) | Fair value adjustment on the loan portfolio, resulting in a discount of $3,508, estimated at 0.5% of total loans. The discount consists of $1,020 on performing loans, and $2,488 on purchased credit impaired loans. |
| |
| (4) | Reversal of United Bank's allowance for loan losses of $2,049 in accordance with acquisition method of accounting for the acquisition. |
| |
| (5) | Fair value adjustment to mortgage servicing rights of $170. |
| |
| (6) | Fair value adjustment on acquired office properties of $320, based on current appraisals or property analyses. |
| |
| (7) | Adjustment to record fair value of estimated core deposit intangible of $3,424. |
| |
| (8) | Fair value adjustment of United Bank's time deposits of $243, estimated at 1.1% of the total time deposit balance. |
| |
| (9) | Fair value adjustment to FHLB advances of $402. |
| |
| (10) | Fair value adjustment to recourse reserve, included in other liabilities. |
| |
| (11) | Adjustment to record estimated goodwill of $19,717 created by the merger, based on the purchase price allocation to the fair value of assets acquired and liabilities assumed as follows: |
|
| | | |
| Purchase Price: | |
| Costs to acquire United Bank: | |
| Cash paid by buyer | $ | 50,700 |
|
| Total consideration paid for United Bank | $ | 50,700 |
|
| | |
| The Company has preformed a preliminary valuation analysis of the fair market value | |
| of United Bank's assets and liabilities. The following table summarizes the allocation | |
| of the preliminary purchase price as of September 30, 2018: | |
| | |
| Fair value of assets acquired: | |
| Cash and cash equivalents | $ | 5,303 |
|
| Other interest bearing deposits | 49,497 |
|
| Non-marketable equity securities, at cost | 495 |
|
| Loans held for sale | 117 |
|
| Loans receivable, net | 199,634 |
|
| Mortgage servicing assets | 2,721 |
|
| Premises and equipment, net | 3,168 |
|
| Intangible assets | 3,424 |
|
| Cash value of life insurance | 6,014 |
|
| Other assets | 1,087 |
|
| Total assets | $ | 271,460 |
|
| | |
| Fair value of liabilities assumed: | |
| Deposits | 227,766 |
|
| Other borrowings | 10,791 |
|
| Other liabilities | 1,920 |
|
| Total liabilities | $ | 240,477 |
|
| Net assets acquired | $ | 30,983 |
|
| Preliminary pro forma goodwill | $ | 19,717 |
|
| |
| (12) | Adjustment to record the tax impact of purchase accounting adjustments of $400 at a 26% tax rate. |
| |
| (13) | Adjustment to record accretion of loan discount ($1,028) on a straight-line basis over approximately 38 months. |
| |
| (14) | Adjustment to record amortization of the deposit discount on a straight-line basis; 18 months for IRA certificates and 12 months for Certificate of Deposit accounts. |
| |
| (15) | Adjustment to record depreciation effect on fair value adjustment on acquired office properties, on a straight-line basis over 25 years. |
| |
| (16) | Adjustment to record amortization of core deposit intangible ($856) on a straight-line basis over 4 years. |
| |
| (17) | Adjustment to record amortization of mortgage servicing rights on a straight-line basis over 74 months ($441). |
| |
| (18) | Adjustment to record income tax effect of pro forma adjustments using a rate of 26%. |
