Exhibit 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following tables present unaudited pro forma combined financial statements for Community Bancorp. and its Subsidiary, Community National Bank (the Company) and LyndonBank that has been prepared to give you a better picture of the possible financial position of the combined company. In presenting the pro forma balance sheet information, we assumed that the Company and LyndonBank had been merged as of the balance sheet date of September 30, 2007. In presenting the pro forma income statement information, we assumed that the Company and LyndonBank had been merged as of the period beginning on January 1, for each calendar period presented. This information is known as "pro forma" information and has been prepared by combining certain selected historical information about the Company and LyndonBank together. This pro forma information has been prepared for illustrative purposes only. For purposes of this pro forma presentation, it has been assumed that $26,717,823 in cash will be paid to LyndonBank shareholders in exchange for all of the issued and outstanding shares of LyndonBank common stock. You should not rely on this information as being indicative of the financial results the combined company would have had if the merger had already been completed or will have in the future. This information should be read in conjunction with the respective consolidated financial statements of the Company and LyndonBank, and the respective related notes.
The following preliminary unaudited pro forma condensed combined balance sheet as of September 30, 2007 combines the September 30, 2007 balance sheets of the Company and LyndonBank assuming the merger was completed on September 30, 2007.
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September 30, 2007 | | Community | | | | | | | | | | | | | |
| | Bancorp. & | | | | | | Pro Forma Adjustments | | | | | | Pro Forma | |
| | Subsidiary | | | LyndonBank | | | Debit | | | Credit | | | | | | Combined | |
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Assets | | | | | | | | | | | | | | | | | | |
Cash and due from banks | | $ | 7,609,332 | | | $ | 8,058,116 | | | $ | 15,387,000 | | | $ | 26,717,823 | | | | (1)(2) | | | $ | 4,336,625 | |
Federal funds sold and overnight deposits | | | 12,389,462 | | | | 3,901,284 | | | | | | | | | | | | | | | | 16,290,746 | |
Investments held-to-maturity | | | 29,431,718 | | | | 0 | | | | | | | | | | | | | | | | 29,431,718 | |
Investments available-for-sale | | | 25,074,048 | | | | 24,330,330 | | | | | | | | | | | | | | | | 49,404,378 | |
Restricted equity securities | | | 2,450,150 | | | | 1,006,700 | | | | | | | | | | | | | | | | 3,456,850 | |
Loans held-for-sale | | | 982,576 | | | | 0 | | | | | | | | | | | | | | | | 982,576 | |
Gross loans | | | 255,926,578 | | | | 102,545,992 | | | | 784,000 | | | | 92,000 | | | | (3)(10) | | | | 359,164,570 | |
Allowance for loan losses | | | (2,321,409 | ) | | | (971,019 | ) | | | | | | | | | | | | | | | (3,292,428 | ) |
Deferred loan fees-net | | | (490,826 | ) | | | 3,228 | | | | | | | | | | | | | | | | (487,598 | ) |
Net loans | | | 253,114,343 | | | | 101,578,201 | | | | | | | | | | | | | | | | 355,384,544 | |
Bank premises & equipment, net | | | 12,072,266 | | | | 4,538,247 | | | | | | | | | | | | | | | | 16,610,513 | |
Accrued interest | | | 1,755,545 | | | | 688,460 | | | | | | | | | | | | | | | | 2,444,005 | |
BOLI | | | 0 | | | | 3,526,604 | | | | | | | | | | | | | | | | 3,526,604 | |
Other assets | | | 5,928,109 | | | | 264,246 | | | | 692,601 | | | | 596,000 | | | | (11)(4) | | | | 6,288,956 | |
Core deposit intangibles | | | 0 | | | | 0 | | | | 4,161,000 | | | | | | | | (5) | | | | 4,161,000 | |
Goodwill | | | 0 | | | | 0 | | | | 8,754,608 | | | | | | | | (6) | | | | 8,754,608 | |
Total assets | | $ | 350,807,549 | | | $ | 147,892,188 | | | | | | | | | | | | | | | $ | 501,073,123 | |
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Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits: | | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest bearing | | $ | 167,194,946 | | | $ | 17,087,005 | | | | | | | | | | | | | | | $ | 184,281,951 | |
Interest bearing | | | 134,843,845 | | | | 96,775,251 | | | | 702,000 | | | | | | | | (7) | | | | 230,917,096 | |
| | | 302,038,791 | | | | 113,862,256 | | | | | | | | | | | | | | | | 415,199,047 | |
Repurchase agreements | | | 14,212,876 | | | | 6,562,000 | | | | | | | | | | | | | | | | 20,774,876 | |
Fed funds purchased/other advances | | | 40,000 | | | | 12,000,000 | | | | | | | | | | | | | | | | 12,040,000 | |
Capital lease obligations | | | 0 | | | | 950,287 | | | | | | | | | | | | | | | | 950,287 | |
Subordinated debentures | | | 0 | | | | 0 | | | | | | | | 12,887,000 | | | | (1) | | | | 12,887,000 | |
Accrued interest & other liabilities | | | 2,653,456 | | | | 286,051 | | | | | | | | 1,919,980 | | | | (8) | | | | 4,859,487 | |
Total liabilities | | | 318,945,123 | | | | 133,660,594 | | | | | | | | | | | | | | | | 466,710,697 | |
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Common stock | | | 11,481,838 | | | | 653,400 | | | | 653,400 | | | | | | | | (9) | | | | 11,481,838 | |
Preferred stock | | | 0 | | | | 0 | | | | | | | | 2,500,000 | | | | (1) | | | | 2,500,000 | |
Additional paid-in capital | | | 24,818,896 | | | | 2,138,439 | | | | 2,138,439 | | | | | | | | (9) | | | | 24,818,896 | |
Retained earnings (deficit) | | | (1,749,560 | ) | | | 14,210,059 | | | | 14,210,059 | | | | | | | | (9) | | | | (1,749,560 | ) |
Treasury stock | | | (2,622,777 | ) | | | (2,259,270 | ) | | | | | | | 2,259,270 | | | | (9) | | | | (2,622,777 | ) |
Accumulated other comprehensive loss | | | (65,971 | ) | | | (511,034 | ) | | | | | | | 511,034 | | | | (9) | | | | (65,971 | ) |
Total shareholders' equity | | | 31,862,426 | | | | 14,231,594 | | | | | | | | | | | | | | | | 34,362,426 | |
Total liabilities & shareholders' equity | | $ | 350,807,549 | | | $ | 147,892,188 | | | | | | | | | | | | | | | $ | 501,073,123 | |
(1) | Trust preferred securities and non-cumulative stock issued to fund a portion of the transaction. |
(2) | Cash paid for transaction. |
(3) | Loans estimated fair value adjustment will be amortized over the remaining life of the loan portfolio. |
(4) | Estimated purchase accounting accruals related to legal, accounting, and investment banking fees associated with the merger transaction. |
(5) | Core deposit intangible on transaction account at December 31, 2007 will be amortized over 10 years using an accelerated method. |
(6) | Estimated goodwill as a result of the merger transaction, calculated as follows: |
Cash at closing | | $ | 26,717,823 | |
Acquisition costs | | | 596,000 | |
Net premium received from sale of branch | | | (600,601 | ) |
Total purchase price | | | 26,713,222 | |
Less shareholders' equity of LB 9/30/07 | | | (14,231,594 | ) |
Equals Premium paid over book | | | 12,481,628 | |
Less core deposit intangible, adjusted for tax | | | (2,746,260 | ) |
Less: net Loan fair value adj., adjusted for tax | | | (517,440 | ) |
Less: net fair value of CDs, adjusted for tax | | | (463,320 | ) |
Goodwill | | $ | 8,754,608 | |
(7) | Certificate of deposit fair value adjustment will be amortized over the remaining life of the CD portfolio. |
(8) | Estimated deferred tax accrual related to fair value adjustment. |
(9) | Under the purchase method of accounting, the equity accounts of LyndonBank are eliminated. |
(10) | Fair value of loans sold on acquisition date. |
(11) | Premium received on deposits sold on acquisition date. |
| Bank premises and equipment will be adjustment to fair value based on updated appraisals. |
The following preliminary unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2007 combines the statements of income of the Company and LyndonBank assuming the merger was completed on January 1, 2007
For the Nine Months Ended September 30, 2007 | |
| | Community | | | | | | | | | | | | | | | Proforma | |
| | Bancorp. | | | | | | Proforma Adjustments | | | | | | Combined | |
| | & Subsidiary | | | LyndonBank | | | Debit | | | Credit | | | | | | Company | |
Interest and dividend income | | | | | | | | | | | | | | | | | | |
Loans, including fees | | $ | 14,406,502 | | | $ | 6,242,869 | | | $ | 147,000 | | | | | | | (1) | | | $ | 20,502,371 | |
Investment income | | | 1,639,471 | | | | 1,101,739 | | | | | | | | 21,943 | | | | (2) | | | | 2,763,153 | |
Total interest and dividend income | | | 16,045,973 | | | | 7,344,608 | | | | | | | | | | | | | | | | 23,265,524 | |
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Interest Expense: | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits | | | 5,774,457 | | | | 2,421,095 | | | | 819,150 | | | | | | | | (3) | | | | 9,014,702 | |
Other borrowings | | | 331,330 | | | | 658,473 | | | | 871,318 | | | | | | | | (4) | | | | 1,861,121 | |
Total interest expense | | | 6,105,787 | | | | 3,079,568 | | | | | | | | | | | | | | | | 10,875,823 | |
Net interest and dividend income | | | 9,940,186 | | | | 4,265,040 | | | | | | | | | | | | | | | | 12,389,701 | |
Provision for loan losses | | | 122,500 | | | | 30,000 | | | | | | | | | | | | | | | | 152,500 | |
Net interest and dividend income after | | | | | | | | | | | | | | | | | | | | | | | | |
the provision for loan losses | | | 9,817,686 | | | | 4,235,040 | | | | | | | | | | | | | | | | 12,237,201 | |
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Noninterest income: | | | | | | | | | | | | | | | | | | | | | | | | |
Service charges on deposits accounts | | | 1,031,526 | | | | 417,865 | | | | | | | | | | | | | | | | 1,449,391 | |
Securities, gains, net | | | 0 | | | | 51,449 | | | | | | | | | | | | | | | | 51,449 | |
Gain on sales of loans | | | 0 | | | | 150 | | | | | | | | | | | | | | | | 150 | |
Increase in cash surrender value of bank | | | | | | | | | | | | | | | | | | | | | | | | |
owned life insurance | | | 0 | | | | 94,783 | | | | | | | | | | | | | | | | 94,783 | |
Other income | | | 1,676,660 | | | | 336,151 | | | | | | | | | | | | | | | | 2,012,811 | |
Total noninterest income | | | 2,708,186 | | | | 900,398 | | | | | | | | | | | | | | | | 3,608,584 | |
Noninterest expense: | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 4,771,326 | | | | 2,337,317 | | | | | | | | | | | | | | | | 7,108,643 | |
Occupancy and equipment expense | | | 1,776,935 | | | | 1,269,999 | | | | | | | | | | | | | | | | 3,046,934 | |
Other operating expenses | | | 3,004,450 | | | | 1,049,866 | | | | | | | | | | | | | | | | 4,054,316 | |
Total noninterest expenses | | | 9,552,711 | | | | 4,657,182 | | | | | | | | | | | | | | | | 14,209,893 | |
Income before income taxes | | | 2,973,161 | | | | 478,256 | | | | | | | | | | | | | | | | 1,635,892 | |
Income tax (benefit) expense | | | 512,850 | | | | 55,721 | | | | | | | | 617,279 | | | | (5) | | | | (48,708) | |
Net income | | $ | 2,460,311 | | | $ | 422,535 | | | | | | | | | | | | | | | $ | 1,684,599 | |
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Net income per share of common stock | | $ | 0.56 | | | $ | 0.40 | | | | | | | | | | | | | | | $ | 0.39 | |
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Shares outstanding | | | 4,357,565 | | | | 1,058,132 | | | | | | | | | | | | | | | | 4,357,565 | |
The following preliminary unaudited pro forma condensed combined statement of income for the year ended December 31, 2006 combines the statements of income of the Company and LyndonBank assuming the merger was completed on January 1, 2006
For the Year Ended December 31, 2006 | | | | | | | | | | | | | | | | |
| | | | | | | | Proforma Adjustments | | | | | | Proforma | |
| | | | | | | | | | | | | | | | | Combined | |
| | Community | | | LyndonBank | | | Debit | | | Credit | | | | | | Company | |
Interest and dividend income | | | | | | | | | | | | | | | | | | |
Loans, including fees | | $ | 18,471,445 | | | $ | 7,355,319 | | | $ | 196,000 | | | | | | | (1) | | | $ | 25,630,764 | |
Investment income | | | 2,504,399 | | | | 1,643,416 | | | | | | | | 29,257 | | | | (2) | | | | 4,177,072 | |
Total interest and dividend income | | | 20,975,844 | | | | 8,998,735 | | | | | | | | | | | | | | | | 29,807,836 | |
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Interest Expense: | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits | | | 6,684,827 | | | | 2,574,733 | | | | 1,092,200 | | | | | | | | (3) | | | | 10,351,760 | |
Other borrowings | | | 1,018,261 | | | | 619,471 | | | | 1,161,757 | | | | | | | | (4) | | | | 2,799,489 | |
Total interest expense | | | 7,703,088 | | | | 3,194,204 | | | | | | | | | | | | | | | | 13,151,249 | |
Net interest and dividend income | | | 13,272,756 | | | | 5,804,531 | | | | | | | | | | | | | | | | 16,656,587 | |
Provision for loan losses | | | 137,500 | | | | 0 | | | | | | | | | | | | | | | | 137,500 | |
Net interest and dividend income after | | | | | | | | | | | | | | | | | | | | | | | | |
the provision for loan losses | | | 13,135,256 | | | | 5,804,531 | | | | | | | | | | | | | | | | 16,519,087 | |
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Noninterest income: | | | | | | | | | | | | | | | | | | | | | | | | |
Service charges on deposits accounts | | | 1,322,360 | | | | 562,353 | | | | | | | | | | | | | | | | 1,884,713 | |
Securities, gains, net | | | 56,875 | | | | 0 | | | | | | | | | | | | | | | | 56,875 | |
Gain on sales of loans | | | 0 | | | | 11,040 | | | | | | | | | | | | | | | | 11,040 | |
Increase in cash surrender value of bank | | | | | | | | | | | | | | | | | | | | | | | | |
owned life insurance | | | 0 | | | | 118,956 | | | | | | | | | | | | | | | | 118,956 | |
Other income | | | 1,744,941 | | | | 363,421 | | | | | | | | | | | | | | | | 2,108,362 | |
Total noninterest income | | | 3,124,176 | | | | 1,055,770 | | | | | | | | | | | | | | | | 4,179,946 | |
Noninterest expense: | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 6,261,405 | | | | 3,157,769 | | | | | | | | | | | | | | | | 9,419,174 | |
Occupancy and equipment expense | | | 2,180,336 | | | | 1,062,679 | | | | | | | | | | | | | | | | 3,243,015 | |
Other operating expenses | | | 3,712,629 | | | | 1,528,418 | | | | | | | | | | | | | | | | 5,241,047 | |
Total noninterest expenses | | | 12,154,370 | | | | 5,748,866 | | | | | | | | | | | | | | | | 17,903,236 | |
Income before income taxes | | | 4,105,062 | | | | 1,111,435 | | | | | | | | | | | | | | | | 2,795,797 | |
Income tax (benefit) expense | | | 729,614 | | | | 112,000 | | | | | | | | 823,038 | | | | (5) | | | | 18,576 | |
Net income | | $ | 3,375,448 | | | $ | 999,435 | | | | | | | | | | | | | | | $ | 2,777,221 | |
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Net income per share of common stock | | $ | 0.82 | | | $ | 0.95 | | | | | | | | | | | | | | | $ | 0.68 | |
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Average shares outstanding | | | 4,097,577 | | | | 1,057,591 | | | | | | | | | | | | | | | | 4,097,577 | |
Community Bancorp anticipates it will incur conversion and integration charges. Community Bancorp further anticipates realizing cost savings from the consolidation of operational functions. These adjustments are not included in these unaudited pro forma combined statements of income.
(1) | Loans estimated fair value adjustment will be amortized over the remaining life (4 years) of the loan portfolio. |
(2) | Trust preferred security interest received on common securities as a result of the trust preferred securities issued to fund a portion of the transaction. |
(3) | Amortization of core deposit intangible using a double-declining method over 10 years, and assuming the transaction closed on January 1, 2007. A time deposit fair value adjustment is also being amortized over the average life (2.7 years) of the portfolio. |
(4) | Interest on trust preferred securities issued ($12,887,000 x 7.56% annual rate) and interest on non-cumulative stock issued ($2,500,000 x 7.50%) to fund a portion of the transaction. |
(5) | Tax effects of the pro forma adjustments. |