ITEM 7 99(a). PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA COMBINING CONDENSED
STATEMENT OF FINANCIAL CONDITION
(In Thousands)
At December 31, 1995
United Brent Pro Forma
Security Banking Adjustments Pro Forma
Corporation Co. Combined Debit Credit Combined
ASSETS:
Cash & due from banks $ 5,750 $1,195 $6,945 $6,945
Securities 129,003 15,794 144,797 120(b) 137,627
7,050(a)
Federal funds sold 600 2,400 3,000 3,000
Loans and discounts,net 54,981 16,047 71,028 71,028
Less allowance for
possible loan loss (778) (318) (1,096) (1,096)
Net loans 54,203 15,729 69,932 69,932
Premises and equipment 3,616 395 4,011 243(b) 4,254
Goodwill 0 0 0 2,283(c) 2,283
Interest receivable 1,594 0 1,594 1,594
Other assets 2,702 527 3,229 15(b) 3,244
Total assets $197,468 $36,040 $233,508 $228,879
LIABILITIES & SHAREHOLDERS' EQUITY:
Liabilities:
Deposits:
Noninterest bearing 47,491 $11,350 $58,841 $58,841
Interest bearing 99,024 19,843 118,867 118,867
Total deposits 146,515 31,193 177,708 177,708
Borrowed funds 22,369 0 22,369 22,369
Other liabilities 3,354 169 3,523 122(d) 3,645
Total liabilities 172,238 31,362 203,600 203,722
SHAREHOLDERS' EQUITY:
Common stock outstanding 22 400 422 400(e) 22
Surplus 5,762 550 6,312 550(e) 5,762
Net unrealized gain
(loss)on available for
sale securities 616 (73) 543 543
Treasury stock at cost (254) 0 (254) (254)
Undivided profits 19,084 3,801 22,885 3,801(e) 19,084
Total shareholders'
equity 25,230 4,678 29,908 25,157
Total liabilities
and equity $197,468 $36,040 $233,508 $228,879
Notes:
a. Consideration paid to the seller
b. Fair value adjustments
c. Goodwill
d. Net deferred tax liability on fair value adjustments plus accrued
professional fees
e. Elimination of acquired entity
ITEM 7 99(a). PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED COMBINING
STATEMENT OF OPERATIONS
(In thousands except per share data)
The following unaudited proforma condensed combined statement of operations of
United Security and Brent has been prepared upon the historical results of
operations of United Security and Brent for the year ended December 31, 1995.
This unaudited pro forma presents the combined revenue and expenses of United
Security and Brent as if Brent had been acquired at the beginning of the
period indicated. The unaudited pro forma condensed combined statement of
operations and earnings per share presented below do not include any
estimated cost savings of the benefits of related synergies as a result of
the merger.
At December 31, 1995
United
Security Brent Pro Forma Pro
Bancshares, Banking Adjustments Forma
Inc. Co. Debit Credit Combined
INTEREST INCOME:
Interest and fees on loans $ 5,528 $ 1,544 $7,072
Investment interest 10,639 1,215 $462(a) 11,392
Total interest income 16,167 2,759 18,464
INTEREST EXPENSE ON DEPOSITS 7,002 1,306 8,308
Net interest income 9,165 1,453 10,156
PROVISION FOR LOAN LOSSES 0 0 0
Net interest income after
loan loss provision 9,165 1,453 10,156
OTHER INCOME:
Service charges and fees 816 138 954
Other (including net security
gains(losses)) 295 29 324
1,111 167 1,278
OTHER EXPENSES:
Salaries & employee benefits 2,743 473 3,216
Occupancy & equipment expense 963 199 29(b) 1,191
Other operating expenses 1,523 289 152(c) 1,964
5,229 961 6,371
Income before income tax 5,047 659 5,063
APPLICABLE INCOME TAXES 1,432 172 187(d) 1,417
Net Income $3,615 $487 $3,646
AVERAGE SHARES OUTSTANDING 2,137,960 2,137,960
EARNINGS PER SHARE 1.69 1.71
Notes:
a. Reduction of interest income on the $7,050 paid to the seller
b. Amortization of the fixed asset fair value adjustment
c. Amortization of the goodwill over 15 years
d. Tax effect of the reduction in interest income and increased
depreciation noted in a. and b. above
ITEM 7 99(a). PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA COMBINING CONDENSED
STATEMENT OF FINANCIAL CONDITION
(In Thousands)
At March 31, 1996
United Brent Pro Forma Pro
Security Banking Adjustments Forma
Corporation Co. Combined Debit Credit Combined
ASSETS:
Cash & due from banks $6,626 $1,452 $8,078 $8,078
Securities 140,023 9,354 149,377 120(b) 142,207
7,050(a)
Federal funds sold 0 9,700 9,700 9,700
Loans and discounts,net 53,596 15,945 69,541 69,541
Less allowance for
possible loan loss (778) (292) (1,070) (1,070)
Net loans 52,818 15,653 68,471 68,471
Premises and equipment 3,514 365 3,879 243(b) 4,122
Goodwill 0 0 0 2,345(c) 2,345
Interest receivable 1,379 0 1,379 1,379
Other assets 2,737 465 3,202 15(b) 3,217
Total assets $207,097 $36,989 $244,086 $239,519
LIABILITIES & SHAREHOLDERS' EQUITY:
Liabilities:
Deposits:
Noninterest bearing $49,115 $4,001 $53,116 $53,116
Interest bearing 100,913 28,204 129,117 129,117
Total deposits 150,028 32,205 182,233 182,233
Borrowed funds 22,593 0 22,593 22,593
Other liabilities 8,411 178 8,589 122(d) 8,711
Total liabilities 181,032 32,383 213,415 213,537
SHAREHOLDERS' EQUITY:
Common stock outstanding 22 400 422 400(e) 22
Surplus 5,762 550 6,312 550(e) 5,762
Net unrealized gain(loss)
on available for sale
securities 659 (83) 576 576
Treasury stock @ cost (254) 0 (254) (254)
Undivided profits 19,876 3,739 23,615 3,739(e) 19,876
Total shareholders
equity 26,065 4,606 30,671 25,982
Total liabilities
and equity $207,097 $36,989 $244,086 $239,519
Notes:
a. Consideration paid to the seller
b. Fair value adjustments
c. Goodwill
d. Net deferred tax liability on fair value adjustments plus accrued
professional fees
e. Elimination of acquired entity
ITEM 7 99(a). PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED COMBINING
STATEMENT OF OPERATIONS
(In thousands except per share data)
The following unaudited proforma condensed combined statement of operations of
United Security and Brent has been prepared upon the historical results of
operations of United Security and Brent for the three months ended March 31,
1996. This unaudited pro forma presents the combined revenue and expenses of
United Security and Brent as if Brent had been acquired at the beginning of
the period indicated. The unaudited pro forma condensed combined statement of
operations and earnings per share presented below do not include any
estimated cost savings of the benefits of related synergies as a result of
the merger.
At March 31, 1996
United
Security Brent Pro Forma
Bancshares, Banking Adjustments Pro Forma
Inc. Co. Debit Credit Combined
INTEREST INCOME:
Interest & fees on loans $ 1,283 $ 398 $1,681
Investment interest 2,960 275 115(a) 3,120
Total interest income 4,243 673 4,801
INTEREST EXPENSE ON DEPOSITS 1,792 335 2,127
Net interest income 2,451 338 2,674
PROVISION FOR LOAN LOSSES 9 0 9
Net interest income after
loan loss provision 2,442 338 2,665
OTHER INCOME:
Service charges and fees 193 40 233
Other (including net security
gains(losses)) 175 (132) 43
368 (92) 276
OTHER EXPENSES:
Salaries & employee benefits 722 118 840
Occupancy & equipment expense 237 62 7(b) 306
Other operating expenses 325 93 38(c) 456
1,284 273 1,602
Income before income tax 1,526 (27) 1,339
APPLICABLE INCOME TAXES 456 34 44(d) 446
Net Income $1,070 $(61) $893
AVERAGE SHARES OUTSTANDING 2,137,960 2,137,960
EARNINGS PER SHARE 0.50 0.42
Notes:
a. Reduction of interest income on the $7,050 paid to the seller
b. Amortization of the fixed asset fair value adjustment
c. Amortization of the goodwill over 15 years
d. Tax effect of the reduction in interest income and increased
depreciation noted in a. and b. above