MUNCY COLUMBIA FINANCIAL CORPORATION 8-K/A
EXHIBIT 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed consolidated combined financial information has been prepared using the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, ASC 805, “Business Combinations”, giving effect to CCFNB Bancorp, Inc.’s (“CCFNB”) acquisition of Muncy Bank Financial, Inc. (“MBF”). In connection with the transaction, CCFNB changed its name to Muncy Columbia Financial Corporation (“MCFC”) concurrently with the completion of the merger on November 11, 2023. Under the acquisition method of accounting, MBF’s assets and liabilities as of the date of the acquisition will be recorded at their respective fair values and added to those of MCFC. Any difference between the purchase price for MBF and the fair value of the identifiable net assets acquired (including core deposit intangibles) will be recorded as goodwill. The goodwill resulting from the acquisition will not be amortized to expense, but instead will be reviewed for impairment at least annually. Any core deposit intangible and other intangible assets with estimated useful lives to be recorded by MCFC in connection with the acquisition will be amortized to expense over their estimated useful lives. The financial statements of MCFC issued after the acquisition will reflect the results attributable to the acquired operations of MBF beginning on the date of completion of the acquisition. The merger was consummated on November 11, 2023.
The unaudited pro forma condensed consolidated combined financial information and accompanying notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of CCFNB and the related notes for the year ended December 31, 2022 included in CCFNB’s Registration Statement on Form S-4 as originally filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2023 (File No. 333-273023) and as thereafter amended (the “Registration Statement”), (ii) the historical unaudited consolidated financial statements of CCFNB and the related notes for the nine months ended September 30, 2023 included in CCFNB’s Quarterly Report on Form 10-Q filed with the Commission on November 9, 2023, (iii) the historical audited consolidated financial statements of MBF and the related notes for the year ended December 31, 2022 included in the Registration Statement, and (iv) the historical unaudited consolidated financial statements of MBF for the nine months ended September 30, 2023, which are included in this Current Report on Form 8-K as Exhibit 99.1.
The unaudited pro forma condensed consolidated combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed consolidated combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma condensed consolidated combined financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Information, which requires the depiction of the accounting for the transaction. The unaudited pro forma condensed consolidated combined financial information also does not consider any potential effects of changes in market conditions, revenue enhancements, or expense efficiencies, among other factors.
The unaudited pro forma condensed consolidated combined balance sheet as of September 30, 2023 gives effect to the merger as if the transaction occurred September 30, 2023. The unaudited pro forma condensed consolidated combined statements of income for the nine months ended September 30, 2023 and the year ended December 31, 2022 give effect to the merger as if the transaction occurred on the first day of the year and nine months periods presented.
The unaudited pro forma condensed consolidated combined financial statements were prepared with MCFC as the accounting acquirer and MBF as the accounting acquiree under the acquisition method of accounting. Accordingly, the consideration paid by MCFC to complete the acquisition of MBF will be allocated to MBF’s assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition. The fair value adjustments made to the acquired assets and liabilities of MBF are considered preliminary at this time and are subject to change as MCFC finalizes its fair value determinations. There can be no assurance that the final determination will not result in material changes from the amounts presented in these unaudited pro forma condensed consolidated combined financial statements. The pro forma calculations, shown below, include a closing share price of $37.00, which represents the closing price of CCFNB’s common stock on November 10, 2023.
The unaudited pro forma condensed consolidated combined income statement and earnings per share data do not include anticipated cost savings or revenue enhancements, nor do they include one-time merger-related expenses which will be expensed against income, or a one-time provision expense of $2.9 million related to ASC 326 Current Expected Credit Losses (“CECL”) allowance for credit losses for non-PCD loans. MCFC is currently in the process of assessing the two companies’ personnel, benefits plans, premises, equipment, computer systems and service contracts to determine where the companies may take advantage of redundancies or where it will be beneficial or necessary to convert to one system. Certain decisions arising from these assessments may involve canceling contracts between either MCFC or MBF and certain service providers. There is no assurance that the anticipated cost savings will be realized on the anticipated time schedule or at all.
The pro forma combined basic and diluted earnings per share of MCFC common stock are based on the pro forma combined net income per common share for MCFC and MBF divided by the pro forma basic or diluted common shares of the combined entities. The pro forma information includes adjustments related to the fair value of assets and liabilities of MBF and is subject to adjustment as additional information becomes available and as final merger data analyses are performed.
The pro forma condensed consolidated combined balance sheet and book value per share data do include the impact of merger related expenses on the balance sheet with MBF’s after-tax charges currently estimated at $2.7 million, illustrated as a transaction adjustment to accrued other liabilities, MCFC’s after-tax estimated charges of $1.5 million, illustrated as a decrease to retained earnings and to accrued other liabilities, and the one-time provision expense of $5.3 million related to CECL allowance for credit losses for non-PCD loans shown as an increase in the allowance for credit losses and a decrease in retained earnings. The pro forma combined book value per share of MCFC common stock is based on the pro forma combined common stockholders’ equity of MCFC and MBF divided by total pro forma common shares of the combined entities.
The unaudited pro forma data are qualified by the statements set forth under this caption and should not be considered indicative of the market value of MCFC common stock or the actual or future results of operations of MCFC for any period. Actual results may be materially different than the pro forma information presented.
Unaudited Pro Forma Condensed Consolidated Combined Balance Sheets as of September 30, 2023
($ In Thousands, Except Per Share Data)
| | CCFNB Bancorp, Inc. | | | Muncy Bank Financial, Inc. | | | Transaction Accounting Adjustments | | | Combined Muncy Columbia Financial Corporation | |
Assets: | | | | | | | | | | | | |
Cash and due from banks | | $ | 8,209 | | | $ | 4,930 | | | $ | — | | | $ | 13,139 | |
Interest-bearing deposits in other banks | | | 9,232 | | | | 2,068 | | | | (9 | ) (1) | | | | |
Total cash and cash equivalents | | | 17,441 | | | | 6,998 | | | | (9 | ) | | | 24,430 | |
| | | | | | | | | | | | | | | | |
Interest-bearing time deposits | | | — | | | | 989 | | | | (13 | ) (3) | | | 976 | |
Available-for-sale debt securities, at fair value | | | 321,572 | | | | 89,982 | | | | 49 | (3) | | | 411,603 | |
Marketable equity securities, at fair value | | | 812 | | | | 353 | | | | — | | | | 1,165 | |
Restricted investment in bank stocks, at cost | | | 3,968 | | | | 5,245 | | | | — | | | | 9,213 | |
Loans held for sale | | | 607 | | | | — | | | | — | | | | 607 | |
Loans receivable | | | 556,255 | | | | 515,388 | | | | (25,310 | ) (4) | | | 1,046,333 | |
Allowance for credit losses | | | (6,094 | ) | | | (5,153 | ) | | | 2,006 | (5) | | | (9,241 | ) |
Loans, net | | | 550,161 | | | | 510,235 | | | | (23,304 | ) | | | 1,037,092 | |
| | | | | | | | | | | | | | | | |
Premises and equipment, net | | | 12,467 | | | | 17,338 | | | | (2,549 | ) (6) | | | 27,256 | |
Accrued interest receivable | | | 2,664 | | | | 2,303 | | | | — | | | | 4,967 | |
Bank-owned life insurance | | | 22,239 | | | | 17,752 | | | | — | | | | 39,991 | |
Investment in limited partnerships | | | 5,951 | | | | — | | | | — | | | | 5,951 | |
Deferred tax asset, net | | | 8,187 | | | | 6,493 | | | | 2,507 | (7) | | | 17,187 | |
Goodwill | | | 7,937 | | | | — | | | | 19,861 | (1) | | | 27,798 | |
Core deposit intangible, net | | | — | | | | — | | | | 12,078 | (8) | | | 12,078 | |
Other assets | | | 3,574 | | | | 2,777 | | | | 464 | (8) | | | 6,815 | |
Total assets | | $ | 957,580 | | | $ | 660,465 | | | | 9,084 | | | $ | 1,627,129 | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Interest-bearing deposits | | $ | 474,687 | | | $ | 414,575 | | | | — | | | $ | 889,262 | |
Noninterest-bearing deposits | | | 165,888 | | | | 106,881 | | | | (1,895 | ) (9) | | | 270,874 | |
Total deposits | | | 640,575 | | | | 521,456 | | | | (1,895 | ) | | | 1,160,136 | |
| | | | | | | | | | | | | | | | |
Short-term borrowings | | | 199,083 | | | | 41,473 | | | | — | | | | 240,556 | |
Long-term borrowings | | | 25,021 | | | | 46,401 | | | | (999 | ) (10) | | | 70,423 | |
Accrued interest payable | | | 518 | | | | 1,267 | | | | — | | | | 1,785 | |
Other liabilities | | | 3,957 | | | | 5,986 | | | | 5,200 | (11) | | | 15,143 | |
Total liabilities | | | 869,154 | | | | 616,583 | | | | 2,306 | | | | 1,488,043 | |
| | | | | | | | | | | | | | | | |
Shareholders' equity: | | | | | | | | | | | | | | | | |
Common stock, par value | | | 2,932 | | | | 747 | | | | 1,114 | (1)(2) | | | 4,793 | |
Additional paid-in capital | | | 30,092 | | | | 9,297 | | | | 43,934 | (1)(2) | | | 83,323 | |
Retained earnings | | | 92,594 | | | | 56,611 | | | | (61,043 | ) (2)(5)(11) | | | 88,162 | |
Accumulated other comprehensive loss | | | (27,402 | ) | | | (18,791 | ) | | | 18,791 | (2) | | | (27,402 | ) |
Treasury stock | | | (9,790 | ) | | | (3,982 | ) | | | 3,982 | (2) | | | (9,790 | ) |
Total shareholders' equity | | | 88,426 | | | | 43,882 | | | | 6,778 | | | | 139,086 | |
Total liabilities and shareholders' equity | | $ | 957,580 | | | $ | 660,465 | | | | 9,084 | | | $ | 1,627,129 | |
| | | | | | | | | | | | | | | | |
Per share data: | | | | | | | | | | | | | | | | |
Common shares outstanding | | | 2,080,723 | | | | 1,608,358 | | | | (119,398 | ) (1) | | | 3,569,683 | |
Book value per share | | $ | 42.50 | | | $ | 27.28 | | | | | | | $ | 38.96 | |
Unaudited Pro Forma Condensed Consolidated Combined Statements of Income for the Nine Months Ended
September 30, 2023
($ In Thousands, Except Per Share Data)
| | CCFNB Bancorp, Inc. | | | Muncy Bank Financial, Inc., Inc. | | | Transaction Accounting Adjustments | | | Pro Forma Combined Muncy Columbia Financial Corporation | |
Interest and Dividend Income | | | | | | | | | | | | |
Interest and fees on loans | | $ | 19,535 | | | $ | 19,504 | | | $ | 8,223 | (4) | | $ | 47,262 | |
Interest on investment securities | | | 4,039 | | | | 1,858 | | | | 1,528 | (3) | | | 7,425 | |
Dividend and other interest income | | | 222 | | | | 212 | | | | — | | | | 434 | |
Federal funds sold | | | 1 | | | | — | | | | — | | | | 1 | |
Deposits in other banks | | | 169 | | | | 82 | | | | 13 | (3) | | | 264 | |
Total interest and dividend income | | | 23,966 | | | | 21,656 | | | | 9,764 | | | | 55,387 | |
| | | | | | | | | | | | | | | | |
Interest Expense | | | | | | | | | | | | | | | | |
Deposits | | | 2,299 | | | | 6,246 | | | | 1,155 | (9) | | | 9,700 | |
Short-term borrowings | | | 6,248 | | | | 1,007 | | | | — | | | | 7,255 | |
Long-term borrowings | | | 414 | | | | 1,064 | | | | 229 | (10) | | | 1,707 | |
Total interest expense | | | 8,961 | | | | 8,317 | | | | 1,384 | | | | 18,662 | |
Net interest income | | | 15,005 | | | | 13,339 | | | | 8,380 | | | | 36,725 | |
(Credit) provision for credit losses | | | (593 | ) | | | (121 | ) | | | — | | | | (714 | ) |
Net interest income after provision for credit losses | | | 15,598 | | | | 13,460 | | | | 8,380 | | | | 37,439 | |
| | | | | | | | | | | | | | | | |
Non-Interest Income | | | | | | | | | | | | | | | | |
Service charges and fees | | | 1,516 | | | | 708 | | | | — | | | | 2,224 | |
Gain on sale of loans | | | 193 | | | | 73 | | | | — | | | | 266 | |
Earnings on bank-owned life insurance | | | 335 | | | | 305 | | | | — | | | | 640 | |
Brokerage | | | 425 | | | | 160 | | | | — | | | | 585 | |
Trust | | | 613 | | | | — | | | | — | | | | 613 | |
Losses on marketable equity securities | | | (265 | ) | | | (31 | ) | | | — | | | | (296 | ) |
Realized gains on available-for-sale debt securities, net | | | — | | | | — | | | | | | | | — | |
Interchange fees | | | 1,294 | | | | 832 | | | | | | | | 2,126 | |
Other | | | 743 | | | | 255 | | | | — | | | | 998 | |
Total non-interest income | | | 4,854 | | | | 2,302 | | | | — | | | | 7,156 | |
| | | | | | | | | | | | | | | | |
Non-Interest Expense | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 7,307 | | | | 6,234 | | | | — | | | | 13,541 | |
Occupancy | | | 969 | | | | 873 | | | | (20 | ) (6) | | | 1,822 | |
Furniture and equipment | | | 1,546 | | | | 1,204 | | | | — | | | | 2,750 | |
Pennsylvania shares tax | | | 234 | | | | 241 | | | | — | | | | 475 | |
Professional fees | | | 985 | | | | 402 | | | | — | | | | 1,387 | |
Director's fees | | | 227 | | | | 208 | | | | | | | | 435 | |
Federal deposit insurance | | | 327 | | | | 171 | | | | | | | | 498 | |
Telecommunications | | | 243 | | | | 70 | | | | | | | | 313 | |
Automated teller machine and interchange | | | 221 | | | | 378 | | | | — | | | | 599 | |
Merger-related expenses | | | 1,206 | | | | 355 | | | | (1,561 | ) (11) | | | — | |
Other non-interest expense | | | 1,682 | | | | 1,279 | | | | 1,710 | (8) | | | 4,671 | |
Total non-interest expense | | | 14,947 | | | | 11,415 | | | | 129 | | | | 26,491 | |
Income Before Income Tax Provision | | | 5,505 | | | | 4,347 | | | | 8,251 | | | | 18,104 | |
Income tax provision | | | 932 | | | | 673 | | | | 1,512 | (7) | | | 3,117 | |
Net Income | | $ | 4,573 | | | $ | 3,674 | | | $ | 6,739 | | | $ | 14,987 | |
| | | | | | | | | | | | | | | | |
Earnings per share - basic and diluted | | $ | 2.20 | | | $ | 2.28 | | | | | | | $ | 4.20 | |
Cash dividends per common share | | $ | 1.28 | | | $ | 1.18 | | | | | | | $ | 1.28 | |
Weighted average shares outstanding | | | 2,079,635 | | | | 1,608,358 | | | | (119,398 | ) (1) | | | 3,568,595 | |
Unaudited Pro Forma Condensed Consolidated Combined Statements of Income for the Year Ended December 31, 2022
($ In Thousands, Except Per Share Data)
| | CCFNB Bancorp, Inc. | | | Muncy Bank Financial, Inc., Inc. | | | Transaction Accounting Adjustments | | | Pro Forma Combined Muncy Columbia Financial Corporation | |
Interest and Dividend Income | | | | | | | | | | | | |
Interest and fees on loans | | $ | 21,279 | | | $ | 21,025 | | | $ | 10,777 | (4) | | $ | 53,081 | |
Interest on investment securities | | | 4,506 | | | | 2,456 | | | | 2,038 | (3) | | | 9,000 | |
Dividend and other interest income | | | 198 | | | | 116 | | | | — | | | | 314 | |
Federal funds sold | | | 20 | | | | — | | | | | | | | 20 | |
Deposits in other banks | | | 385 | | | | 86 | | | | 13 | (3) | | | 484 | |
Total interest and dividend income | | | 26,388 | | | | 23,683 | | | | 12,828 | | | | 62,899 | |
| | | | | | | | | | | | | | | | |
Interest Expense | | | | | | | | | | | | | | | | |
Deposits | | | 1,773 | | | | 3,521 | | | | 1,322 | (9) | | | 6,616 | |
Short-term borrowings | | | 2,286 | | | | 339 | | | | — | | | | 2,625 | |
Long-term borrowings | | | 2 | | | | — | | | | 302 | (10) | | | 304 | |
Total interest expense | | | 4,061 | | | | 3,860 | | | | 1,624 | | | | 9,545 | |
Net interest income | | | 22,327 | | | | 19,823 | | | | 11,204 | | | | 53,354 | |
(Credit) provision for loan losses | | | (1,810 | ) | | | 250 | | | | — | | | | (1,560 | ) |
Net interest income after provision for loan losses | | | 24,137 | | | | 19,573 | | | | 11,204 | | | | 54,914 | |
| | | | | | | | | | | | | | | | |
Non-Interest Income | | | | | | | | | | | | | | | | |
Service charges and fees | | | 2,117 | | | | 904 | | | | — | | | | 3,021 | |
Gain on sale of loans | | | 478 | | | | 111 | | | | — | | | | 589 | |
Earnings on bank-owned life insurance | | | 652 | | | | 287 | | | | — | | | | 939 | |
Brokerage | | | 597 | | | | 141 | | | | — | | | | 738 | |
Trust | | | 845 | | | | 40 | | | | — | | | | 885 | |
Losses on marketable equity securities | | | (37 | ) | | | (26 | ) | | | — | | | | (63 | ) |
Realized (losses) gains on available-for-sale debt securities, net | | | (1,236 | ) | | | 3 | | | | — | | | | (1,233 | ) |
Interchange fees | | | 1,720 | | | | 1,108 | | | | — | | | | 2,828 | |
Other | | | 935 | | | | 335 | | | | — | | | | 1,270 | |
Total non-interest income | | | 6,071 | | | | 2,903 | | | | — | | | | 8,974 | |
| | | | | | | | | | | | | | | | |
Non-Interest Expense | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 10,406 | | | | 8,348 | | | | — | | | | 18,754 | |
Occupancy | | | 1,476 | | | | 863 | | | | (27 | ) (6) | | | 2,312 | |
Furniture and equipment | | | 1,757 | | | | 1,612 | | | | — | | | | 3,369 | |
Pennsylvania shares tax | | | 412 | | | | 430 | | | | — | | | | 842 | |
Professional fees | | | 1,390 | | | | 663 | | | | — | | | | 2,053 | |
Director's fees | | | 314 | | | | 274 | | | | — | | | | 588 | |
Federal deposit insurance | | | 262 | | | | 177 | | | | — | | | | 439 | |
Telecommunications | | | 351 | | | | 109 | | | | — | | | | 460 | |
Automated teller machine and interchange | | | 338 | | | | 638 | | | | — | | | | 976 | |
Other non-interest expense | | | 2,362 | | | | 1,936 | | | | 2,279 | (8) | | | 6,577 | |
Total non-interest expense | | | 19,068 | | | | 15,050 | | | | 2,252 | | | | 36,370 | |
Income Before Income Tax Provision | | | 11,140 | | | | 7,426 | | | | 8,952 | | | | 27,518 | |
Income tax provision | | | 1,626 | | | | 1,147 | | | | 1,880 | (7) | | | 4,653 | |
Net Income | | $ | 9,514 | | | $ | 6,279 | | | $ | 7,072 | | | $ | 22,865 | |
| | | | | | | | | | | | | | | | |
Earnings per share - basic and diluted | | $ | 4.58 | | | $ | 3.90 | | | | | | | $ | 6.41 | |
Cash dividends per common share | | $ | 1.67 | | | $ | 1.54 | | | | | | | $ | 1.67 | |
Weighted average common shares outstanding | | | 2,078,218 | | | | 1,608,358 | | | | (119,398 | ) (1) | | | 3,567,178 | |
Unaudited Pro Forma Per Share Data For The Nine Months Ended September 30, 2023 |
|
| | | CCFNB Bancorp, Inc. Historical | | | | Muncy Bank Financial, Inc. Historical | | | | Pro Forma Combined Muncy Columbia Financial Corporation | | | | Pro Forma Equivalent Muncy Columbia Financial Corporation Share (A) | |
For The Nine Months Ended September 30, 2023: | | | | | | | | | | | | | | | | |
Net income per share - basic and diluted | | $ | 2.20 | | | $ | 2.28 | | | $ | 4.20 | | | $ | 3.89 | |
Cash dividends per share | | $ | 1.28 | | | $ | 1.18 | | | $ | 1.28 | | | $ | 1.19 | |
Unaudited Pro Forma Per Share Data For The Twelve Months Ended December 31, 2022 |
|
| | | CCFNB Bancorp, Inc. Historical | | | | Muncy Bank Financial, Inc. Historical | | | | Pro Forma Combined Muncy Columbia Financial Corporation | | | | Pro Forma Equivalent Muncy Columbia Financial Corporation Share (A) | |
For the twelve months ended December 31, 2022 | | | | | | | | | | | | | | | | |
Net income per share - basic and diluted | | $ | 4.58 | | | $ | 3.90 | | | $ | 6.41 | | | $ | 5.93 | |
Cash Dividends Per Share | | $ | 1.67 | | | $ | 1.54 | | | $ | 1.67 | | | $ | 1.55 | |
(A) | Pro forma equivalent MCFC per share amount is calculated by multiplying the pro forma combined MCFC per share amount by the exchange ratio of 0.9259 in accordance with the definitive merger agreement. |
NOTES TO UNAUDITED CONDENSED CONSOLIDATED PRO FORMA COMBINED FINANCIAL STATEMENTS
(1) | At the effective time of the merger, each share of MBF’s common stock issued, and outstanding immediately prior to the effective time of the Merger (the “MBF Shares”) will be converted into the right to receive 0.9259 of a share of common stock, par value $1.25 per share, of MCFC. |
The total estimated purchase price of $55.1 million used in the goodwill calculation, is based on CCFNB’s common stock price of $37.00 per share as of November 10, 2023, which represents the closing price of CCFNB’s common stock on November 10, 2023.
The following is a summary of the fair value of assets acquired and liabilities assumed resulting in goodwill. Goodwill is created when the purchase price consideration exceeds the fair value of the net assets acquired. Goodwill of $19.9 million resulted from the transaction; however, it is noted the fair value adjustments made to the acquired assets and liabilities are considered preliminary at this time and are subject to change as CCFNB finalizes its fair value determinations. The final adjustments may be materially different from the transaction accounting adjustments presented herein.
(dollars in thousands, except per share data) | | | | | | | | |
| | | | | | | | |
Purchase Price Consideration in Common Stock | | | | | | | | |
MBF common shares settled for stock | | | 1,608,122 | | | | | |
Exchange Ratio | | | 0.926 | | | | | |
CCFNB shares to be issued | | | 1,488,960 | | | | | |
Value assigned to MBF common shares (closing stock price as of 11/10/2023) | | $ | 37.00 | | | | | |
Purchase price assigned to MBF common shares exchanged for CCFNB common stock | | | | | | $ | 55,092 | |
| | | | | | | | |
Cash in lieu of fractional shares | | | | | | $ | 9 | |
| | | | | | | | |
Total Purchase Price Consideration | | | | | | $ | 55,101 | |
(Dollars in thousand) | | Muncy Bank Financial, Inc. Book Value 9/30/2023 | | | Fair Value Adjustments | | | | Muncy Bank Financial, Inc. Fair Value 9/30/2023 | |
Total purchase price consideration | | | | | | | | | (1) | | $ | 55,101 | |
| | | | | | | | | | | | |
Recognized amounts of identifiable assets acquired and liabilities assumed | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 6,998 | | | $ | — | | | $ | 6,998 | |
Interest-bearing time deposits | | | 989 | | | | (13 | ) | (3) | | | 976 | |
Securities, available for sale | | | 89,982 | | | | 49 | | (3) | | | 90,031 | |
Marketable equity securities, at fair value | | | 353 | | | | — | | | | 353 | |
Loans gross | | | 515,388 | | | | (25,310 | ) | (4) | | | 490,078 | |
Allowance credit losses | | | (5,153 | ) | | | 4,938 | | (5) | | | (215 | ) |
Loans, net of allowance | | | 510,235 | | | | (20,372 | ) | | | 489,863 | |
Restricted stock | | | 5,245 | | | | | | | | 5,245 | |
Premises and equipment | | | 17,338 | | | | (2,549 | ) | (6) | | | 14,789 | |
Accrued interest receivable | | | 2,303 | | | | — | | | | 2,303 | |
Core deposit intangibles | | | — | | | | 12,078 | | (8) | | | 12,078 | |
Deferred tax asset | | | 6,493 | | | | 2,185 | | (7) | | | 8,678 | |
Other assets | | | 20,529 | | | | 464 | | (8) | | | 20,993 | |
Total identifiable assets acquired | | | 660,465 | | | | (8,158 | ) | | | 652,307 | |
| | | | | | | | | | | | |
Deposits | | | 521,456 | | | | (1,895 | ) | (9) | | | 519,561 | |
Borrowings | | | 87,874 | | | | (999 | ) | (10) | | | 86,875 | |
Accrued interest payable | | | 1,267 | | | | — | | | | 1,267 | |
Other liabilities | | | 5,986 | | | | 3,378 | | (11) | | | 9,364 | |
Total liabilities assumed | | | 616,583 | | | | 484 | | | | 617,067 | |
Total identifiable net assets | | $ | 43,882 | | | | (8,642 | ) | | | 35,240 | |
Goodwill (not taxable) | | | | | | | | | | $ | 19,861 | |
(2) | Balance sheet adjustments to reflect the reversal of MBF’s historical equity accounts to APIC and record the purchase price consideration for common stock. |
| | | | | Balance Sheet | |
(Dollars in thousands, except per share data) | | | | | 9/30/2023 | |
Transaction accounting adjustment for common stock | | | | | | | | |
Reversal of MBF’s common stock | | | | | | $ | (747 | ) |
| | | | | | | | |
Number of CCFNB common shares issued | | | 1,488,960 | | | | | |
Par value of CCFNB common stock | | $ | 1.25 | | | | | |
Par value of CCFNB common shares issued for merger | | | | | | | 1,861 | |
Total transaction accounting adjustment for common stock | | | | | | $ | 1,114 | |
| | | | | Balance Sheet | |
(Dollars in thousands, except per share data) | | | | | 9/30/2023 | |
Transaction accounting adjustment for APIC | | | | | | | | |
Reversal of MBF common stock to APIC | | | | | | $ | 747 | |
Reversal of MBF retained earnings to APIC | | | | | | | 56,611 | |
Reversal of MBF accumulated other comprehensive loss to APIC | | | | | | | (18,791 | ) |
Reversal of MBF treasury stock to APIC | | | | | | | (3,982 | ) |
Shares of MBF | | | 1,608,122 | | | | | |
Exchange ratio | | | 0.9259 | | | | | |
Number of CCFNB Shares issued | | | 1,488,960 | | | | | |
Value assigned to CCFNB common shares | | $ | 37.00 | | | | | |
Purchase price consideration for common stock | | $ | 55,092 | | | | | |
Cash in lieu of fractional shares | | | 9 | | | | | |
Total purchase price | | | 55,101 | | | | | |
Par value of CCFNB shares issued for merger at $1.25 per share | | | (1,861 | ) | | | | |
APIC adjustment for CCFNB shares issued | | | 53,231 | | | | | |
Less: MBF Equity | | | (43,882 | ) | | | | |
Net adjustment to APIC for stock consideration | | | | | | | 9,349 | |
Total transaction accounting adjustment for APIC | | | | | | $ | 43,934 | |
| | Balance Sheet | |
(Dollars in thousands, except per share data) | | 9/30/2023 | |
Transaction accounting adjustment for retained earnings | | | | |
Reversal of MBF retained earnings | | $ | (56,611 | ) |
Acquisition activity - CCFNB merger costs | | | (1,500 | ) |
Provision for loan losses for Non-PCD loans | | | (2,932 | ) |
Total transaction accounting adjustment for retained earnings | | $ | (61,043 | ) |
| | Balance Sheet | |
(Dollars in thousands, except per share data) | | 9/30/2023 | |
Transaction accounting adjustment for accumulated other comprehensive loss | | | | |
Reversal of MBF’s accumulated other comprehensive loss | | $ | 18,791 | |
Total transaction accounting adjustment for accumulated other comprehensive loss | | $ | 18,791 | |
| | Balance Sheet | |
(Dollars in thousands, except per share data) | | 9/30/2023 | |
Transaction accounting adjustment for treasury stock | | | | |
Reversal of MBF’s treasury stock | | $ | 3,982 | |
Total transaction accounting adjustment for treasury stock | | $ | 3,982 | |
(3) | Balance sheet and income statement adjustment to reflect a fair value adjustment discount for interest-bearing deposits in other banks of $13 thousand and a premium for securities available for sale of $49 thousand. Income statement adjustment includes existing available-for-sale securities negative fair value adjustment of $20.4 million to an accreting discount which will be accreted into income based on the expected life of the securities. |
| | | | | Statements of Income | |
| | Balance Sheet September 30, 2023 | | | Nine Months Ended September 30, 2023 | | | Twelve Months ended December 31, 2022 | |
Interest-bearing deposits in other banks | | | | | | | | | | | | |
Interest-bearing deposits in other banks fair value adjustment | | $ | (13 | ) | | $ | 13 | | | $ | 13 | |
Total Interest-bearing deposits in other banks fair value adjustment | | $ | (13 | ) | | $ | 13 | | | | 13 | |
| | | | | | | | | | | | |
Securities held to maturity | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
Investment securities available for sale | | | | | | | | | | | | |
Investment securities available for sale fair value adjustment | | $ | 49 | | | $ | 1,528 | | | $ | 2,038 | |
Total balance sheet adjustments for investment securities | | $ | 49 | | | $ | 1,528 | | | | 2,038 | |
(4) | Balance sheet adjustment to reflect the fair value discount for acquired PCD and non-PCD loans of $25.3 million of which $25.8 million is assigned to loans, $215 thousand is assigned to the allowance for credit losses (recorded to ACL in footnote 5) and the reversal of deferred loan fees, net of $237 thousand. The following table also includes the income statement impact of Non-PCD and PCD Accruing loans amortization which will be recognized over the expected life of the loans. |
| | | | | Income Statement | |
| | Balance Sheet September 30, 2023 | | | Nine Months Ended September 30, 2023 | | | Twelve Months ended December 31, 2022 | |
Fair value adjustments on loans acquired | | | | | | | | | | | | |
HFI Non-PCD loans interest rate fair value | | $ | (19,346 | ) | | $ | 7,038 | | | $ | 9,236 | |
HFI Non-PCD loans general credit fair value | | | (4,518 | ) | | | 659 | | | | 856 | |
HFI PCD Accruing loans non-credit interest rate fair value | | | (1,310 | ) | | | 475 | | | | 624 | |
HFI PCD Accruing loans non-credit general credit fair value | | | (439 | ) | | | 52 | | | | 62 | |
HFI PCD Non-accruing loans non-credit interest rate fair value | | | (110 | ) | | | — | | | | — | |
HFI PCD Non-Accruing loans non-credit general credit fair value | | | (39 | ) | | | — | | | | — | |
Total fair value adjustment assigned to HFI loans | | | (25,762 | ) | | | 8,223 | | | | 10,777 | |
Reversal of deferred loan fees, net | | | 237 | | | | — | | | | — | |
Gross-up for PCD accruing ACL | | | 205 | | | | — | | | | — | |
Gross-up for PCD non-accruing ACL | | | 10 | | | | — | | | | — | |
Total adjustments to loans | | $ | (25,310 | ) | | $ | 8,223 | | | $ | 10,777 | |
(5) | Balance sheet adjustment for the reversal of MBF’s existing allowance for loan losses of $5.1 million. Balance sheet adjustment of $215 thousand for PCD loan fair value assigned to the allowance for credit losses. Balance sheet and equity adjustment for the CECL allowance for credit losses of $2.9 million for acquired non-PCD loans (known as the “CECL Credit Double Count”). The pro forma income statement does not include a one-time provision expense of $2.9 million related to CECL allowance for credit losses for non-PCD loans as it is shown as a direct retained earnings adjustment. |
| | | | | Statements of Income | |
| | Balance Sheet September 30, 2023 | | | Nine Months Ended September 30, 2023 | | | Twelve Months ended December 31, 2022 | |
Allowance for loan losses | | | | | | | | | | | | |
Reversal of existing allowance for loan losses | | $ | 5,153 | | | $ | — | | | $ | — | |
PCD Accruing allowance for credit losses | | | (205 | ) | | | — | | | | — | |
PCD Non-Accruing allowance for credit losses | | | (10 | ) | | | — | | | | — | |
Total adjustments to allowance for loan losses | | | 4,938 | | | | — | | | | — | |
CECL ACL for Non-PCD loans (“CECL Credit Double Count”) | | | (2,932 | ) | | | — | | | | — | |
Total balance sheet adjustments to allowance for credit losses | | $ | 2,006 | | | $ | — | | | $ | — | |
(6) | Balance sheet and income statement adjustment to reflect the fair value of premises of $2.5 million and amortized over the expect life using the straight-line method over 40 years. |
| | | | | | Income Statement | |
| | | Balance Sheet September 30, 2023 | | | | Nine Months Ended September 30, 2023 | | | | Twelve Months ended December 31, 2022 | |
Premises | | | | | | | | | | | | |
Premises fair value | | $ | (2,549 | ) | | $ | (20 | ) | | $ | (27 | ) |
Total balance sheet adjustments to premises | | $ | (2,549 | ) | | $ | (20 | ) | | $ | (27 | ) |
(7) | Balance sheet adjustment to reflect the net deferred tax asset, at a rate of 21.00%, related to fair value adjustments, CECL allowance for credit losses for Non-PCD Loans, deferred tax asset adjustment to conform to MCFC’s tax position, and tax benefits related to MCFC one-time merger related charges. The related income tax provision related to these adjustments was applied using an effective tax rate of 21.00%. |
| | | | | Statements of Income | |
| | Balance Sheet September 30, 2023 | | | Nine Months Ended September 30, 2023 | | | Twelve Months ended December 31, 2022 | |
Tax impact | | | | | | | | | | | | |
Fair value adjustments | | $ | 2,696 | | | $ | 1,405 | | | $ | 1,880 | |
Reversal of existing deferred fees, net | | | (50 | ) | | | — | | | | — | |
Reversal of existing allowance for loan losses | | | (1,113 | ) | | | — | | | | — | |
Reversal of merger related expenses for MCFC and MBF | | | — | | | | 107 | | | | — | |
Accrual of merger related expenses for MBF | | | 652 | | | | — | | | | — | |
Tax impact on purchase accounting items effecting goodwill | | | 2,185 | | | | 1,512 | | | | 1,880 | |
Accrual of merger related expenses for MCFC | | | 322 | | | | — | | | | — | |
Total tax impact | | $ | 2,507 | | | $ | 1,512 | | | $ | 1,880 | |
(8) | Balance sheet and income statement adjustment to intangible assets to reflect the fair value of $12.1 million for acquired core deposit intangible asset and the related amortization adjustment based upon the sum-of-the years method over 10 years. Balance sheet and income statement adjustment to reflect the fair value of mortgage servicing rights of $464 thousand and the related amortization adjustment based upon the sum-of-the years method over 7 years. |
| | | | | Statements of Income | |
| | Balance Sheet September 30, 2023 | | | Nine Months Ended September 30, 2023 | | | Twelve Months ended December 31, 2022 | |
Core deposit intangible asset and mortgage servicing rights | | | | | | | | | | | | |
Core deposit intangible asset | | $ | 12,078 | | | $ | 1,647 | | | $ | 2,196 | |
Mortgage servicing rights | | | 464 | | | | 63 | | | | 83 | |
Total balance sheet adjustment to core deposit intangible asset and mortgage servicing rights | | $ | 12,542 | | | $ | 1,710 | | | $ | 2,279 | |
(9) | Balance sheet and income statement adjustment to reflect the fair value discount of $1.9 million on interest-bearing time deposit liabilities based on current interest rates for similar instruments. The adjustment will be recognized using an amortization method based upon the maturities of the deposit liabilities. |
| | | | | Statements of Income | |
| | Balance Sheet September 30, 2023 | | | Nine Months Ended September 30, 2023 | | | Twelve Months ended December 31, 2022 | |
Certificates of Deposit | | $ | (1,895 | ) | | $ | 1,155 | | | $ | 1,322 | |
| | $ | (1,895 | ) | | $ | 1,155 | | | $ | 1,322 | |
| (10) | Borrowings balance sheet and income statement adjustment to reflect the fair value discount of $999 thousand and will be amortized over the life of the borrowing. |
| | | | | | Income Statement | |
| | | Balance Sheet September 30, 2023 | | | | Nine Months Ended September 30, 2023 | | | | Twelve Months ended December 31, 2022 | |
FHLB borrowings | | $ | (999 | ) | | $ | 229 | | | $ | 302 | |
| | $ | (999 | ) | | $ | 229 | | | $ | 302 | |
| (11) | Balance sheet adjustment to reflect the cash payment of one-time merger related charges for MCFC and MBF Bancorp: (a) MBF Bancorp pre-tax charges are estimated at $3.4 million ($2.7 million after-tax), and (b) MCFC pre-tax charges are estimated at $1.8 million ($1.5 million after-tax) with the after-tax cost as reduction to retained earnings. The pro forma income statement does not include one-time merger-related expenses which will be expensed against income when incurred. It is noted that a tax benefit was not taken for certain merger obligations and costs that were not considered to be tax deductible. Additionally, an income statement adjustment was made to exclude a one-time merger and system related expenses that were incurred in 2023 for both MCFC and MBF. MCFC expenses were $1.2 million pre-tax or $1.1 million thousand after tax and MBF were $355 thousand pre-tax and $343 thousand after tax. |
| | | | | Statements of Income | |
| | Balance Sheet September 30, 2023 | | | Nine Months Ended September 30, 2023 | | | Twelve Months ended December 31, 2022 | |
Other liabilities | | | | | | | | | | | | |
Accrual for CCFNB’s merger expenses | | | 1,822 | | | | — | | | | — | |
Accrual for MBF’s merger expenses | | | 3,378 | | | | — | | | | — | |
Total adjustments for other liabilities | | $ | 5,200 | | | $ | — | | | $ | — | |