EXHIBIT 99.2 PRO FORMA CONDENSED COMBINED FINANCIAL DATA The following tables set forth certain pro forma condensed combined financial data for the Company as of and for the three months ended March 31, 1996 and year ended December 31, 1995, giving effect to the net proceeds from a public offering involving the sale of 2,300,000 Common Shares completed in June 1996, at an offering price of $13.00 per share, the acquisition of Citizens Bank, Sharpsburg, Kentucky (Sharpsburg) on October 31, 1995 and the acquisition of Farmers Deposit Bancorp and Subsidiary, Eminence, Kentucky (Eminence) effective July 1, 1996. The acquisition of Sharpsburg and Eminence are accounted for under the purchase method of accounting as if they had occurred as of January 1, 1995, after giving effect to the pro forma adjustments described in the Notes to the Pro Forma Condensed Combined Financial Statements. This information should be read in conjunction with the historical consolidated financial statements of the Company and Eminence, including the respective notes thereto. The pro forma financial data are not necessarily indicative of the results that actually would have occurred had the acquisitions been consummated on the dates indicated or that may be obtained in the future. The pro forma information presented has been retroactively adjusted to reflect all prior stock splits effected in the form of share dividends, including the 2-for-1 stock split effected in the form of a share dividend on March 29, 1996. PROFORMA CONDENSED COMBINED BALANCE SHEET MARCH 31, 1996 (IN THOUSANDS) -------------------------- HISTORICAL OFFERING EMINENCE -------------------------- PROFORMA PROFORMA PROFORMA COMPANY(6) EMINENCE(4) ADJUSTMENTS ADJUSTMENTS COMBINED ASSETS Cash and due from banks $ 5,259 $ 1,633 $ 27,207(1) $ (12,549)(3) $ 14,500 (5,000)(2) (2,050)(4) Federal funds sold 4,670 1,325 5,995 Investment securities: Available for sale 19,957 5,656 25,613 Held to maturity 8,568 12,501 300(3) 21,369 Loans $ 115,860 $ 82,085 $ 197,945 Less: unearned income (833) (1,350) (2,183) Less: allowance for loan losses (1,790) (809) (2,599) ----------- ----------- ----------- Net loans $ 113,237 $ 79,926 $ 193,163 Premises and equipment 2,114 917 200(3) 3,231 Goodwill 244 0 4,969(3) 5,213 Other assets 4,088 2,604 6,692 ----------- ----------- ----------- TOTAL ASSETS $ 158,137 $ 104,562 $ 22,207 $ (9,130) $ 275,776 LIABILITIES Deposits: Non-interest bearing $ 14,797 $ 5,943 $ $ $ 20,740 Interest bearing 124,067 79,876 203,943 ----------- ----------- ----------- Total deposits $ 138,864 $ 85,819 $ $ $ 224,683 Repurchase agreements 644 5,000 5,644 Advances from FHLB 755 3,923 4,678 Other liabilities 1,509 520 170(3) 2,199 Debt 5,000 2,050 (5,000)(2) (2,050)(4) 0 ----------- ----------- --------- --------- ----------- Total liabilities $ 146,772 $ 97,312 $ (5,000) $ (1,880) $ 237,204 STOCKHOLDERS' EQUITY Common stock $ 955 $ 469 $ 23(1) $ (469)(3) $ 978 Surplus 5,897 2,000 27,184(1) (2,000)(3) 33,081 Retained earnings 4,753 4,717 (4,717)(3) 4,753 Net unrealized gain (loss) (240) 64 (64)(3) (240) ----------- ----------- --------- ----------- Total stockholders' equity $ 11,365 $ 7,250 $ 27,207 $ (7,250) $ 38,572 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 158,137 $ 104,562 $ 22,207 $ (9,130) $ 275,776 2 Notes - ----- (1) To record net proceeds received from the sale of $2,300,000 Common shares at the offering price of $13.00 per share. (2) To record the discharge of debt of the Company. (3) To record the purchase of Eminence and related goodwill. The cost of this transaction has been allocated to identifiable assets acquired and liabilities assumed based upon their fair values as estimated during the Company's acquisition review of Eminence. The excess of the purchase price of $12,549,000 over the unadjusted net assets acquired of $7,250,000 has been allocated as follows: Purchase price $ 12,549,000 Less: unadjusted net assets acquired (7,250,000) ------------- Excess $ 5,299,000 Less: Market value adjustment to investment securities (300,000) Less: Market value adjustment to Bank premises (200,000) Add: Deferred taxes on market value adjustments 170,000 ------------- Purchase price in excess of adjusted net assets acquired (Goodwill) $ 4,969,000 (4) To record the discharge of debt of Eminence. (5) Eminence's most recent audited financial statements are as of and for the year ended June 30, 1995. Amounts for Eminence included above have been updated to reflect the results of operations through March 31, 1996. The balance sheet as of March 31, 1996 has not been audited by independent public accountants; however, in the opinion of management such information reflects all adjustments necessary for a fair presentation. All such adjustments are of a normal and recurring nature. (6) Amounts for the Company are derived from the Company's quarterly report on Form 10-Q as of and for the three months ended March 31, 1996. The balance sheet as of March 31, 1996 has not been audited by independent public accountants; however, in the opinion of management such information reflects all adjustments necessary for a fair presentation. All such adjustments are of a normal and recurring nature. 3 PROFORMA CONDENSED COMBINED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1995 (IN THOUSANDS) HISTORICAL ------------------------------------------ PROFORMA PROFORMA COMPANY(1) EMINENCE(2) SHARPSBURG(3) ADJUSTMENTS COMBINED INTEREST INCOME: Interest and fees on loans $ 9,488 $ 6,944 $ 1,143 $ $ 17,575 Interest on investment securities - Taxable 904 658 212 (9)(6) 1,765 Tax-exempt 397 373 19 (46)(6) 743 Interest on federal funds sold and other interest income 314 180 15 509 -------- -------- -------- -------- --------- Total interest income $ 11,103 $ 8,155 $ 1,389 $ (55) $ 20,592 INTEREST EXPENSE: Interest on deposits $ 4,773 $ 4,000 $ 659 $ 9,432 Interest on other borrowings 307 668 6 (454)(8) 527 -------- -------- -------- -------- --------- Total interest expense $ 5,080 $ 4,668 $ 665 $ (454) $ 9,959 Net interest income $ 6,023 $ 3,487 $ 724 $ 399 $ 10,633 Provision for loan losses 86 491 237 814 -------- -------- -------- -------- --------- Net interest income after provision for loan losses $ 5,937 $ 2,996 $ 487 $ 399 $ 9,819 NON-INTEREST INCOME: Service charges and fees $ 530 $ 207 $ 82 $ $ 819 Insurance commissions 156 110 3 269 Other income 147 190 6 343 Security gains (losses) (8) 4 0 (4) -------- -------- -------- -------- --------- Total non-interest income $ 825 $ 511 $ 91 $ $ 1,427 NON-INTEREST EXPENSES: Salaries and benefits $ 2,309 $ 1,171 $ 238 $ $ 3,718 Occupancy and equip. expenses 633 341 30 7 1,011 FDIC insurance 124 147 37 308 Acquisition expense 110 0 0 110 Other expenses 1,316 514 275 331(4) 2,450 14(5) -------- -------- -------- -------- --------- Total non-interest expenses $ 4,492 $ 2,173 $ 580 $ 352 $ 7,597 Income before income taxes $ 2,270 $ 1,334 $ (2) $ 47 $ 3,649 4 Applicable income taxes 113 312 0 154(8) 559 (18)(6) (2)(7) -------- -------- -------- -------- --------- NET INCOME $ 2,157 $ 1,022 $ (2) $ (87) $ 3,090 Earnings per common share: Primary $ 1.13 $ 0.74(9)(10) Fully diluted $ 1.13 $ 0.74(9)(10) Weighted average number of shares outstanding (in thousands): Primary 1,903 4,203(9) Fully diluted 1,903 4,203(9) 5 Notes - ----- (1) Amounts for the Company are derived from the audited financial statements for the Company as of and for the year ended December 31, 1995. (2) Eminence's most recent audited financial statements are as of and for the year ended June 30, 1995. Amounts for Eminence included above have been updated to reflect the results of operations for the period January 1, 1995 through December 31, 1995. The balance sheet and statement of income as of and for the six months ended December 31, 1995 have not been audited by independent public accountants; however, in the opinion of management such information reflects all adjustments necessary for a fair presentation of the results for the interim period. All such adjustments are of a normal and recurring nature. (3) Amounts for the Sharpsburg Bank are derived from audited financial statements as of and for the ten months ended October 31, 1995. Amounts for the period November 1, 1995 through December 31, 1995 are included in amounts shown for the Company. (4) To record amortization of goodwill (including any core deposit intangible, which has not been separately identified and valued) relating to the purchase of Eminence over an accelerated period of 15 years. (5) To record amortization of goodwill (including any core deposit intangible, which has not been separately identified and valued) relating to the purchase of the Sharpsburg Bank over an accelerated period of 15 years. (6) To record amortization of premiums on investment securities and related tax effect relating to the purchase of Eminence over a 7 year period using the constant yield method. (7) To record depreciation expense on a step-up of bank premises and related tax effect relating to the purchase of Eminence over a 30 year period using the straight line method. (8) To eliminate actual interest expense and related tax benefit incurred on average debt outstanding during 1995 of $4,950,000. Total debt outstanding at December 31, 1995 of $7,050,000 will be discharged with the proceeds from the sale of Common Shares. (9) Reflects the effect of the sale of 2,300,000 Common Shares. (10) Does not reflect the additional net income of approximately $0.09 per common share from the investment of excess funds from the sale of common stock of $7,608,000 and additional funds of $2,100,000 that would have been available during 1995 due to the difference between the average debt outstanding during 1995 of $4,950,000 and the amount of debt assumed discharged at December 31, 1995 of $7,050,000 at an interest rate of 5.75% (which is an interest rate less than the 6.8% rate actually achieved by the Company on its investment portfolio in 1995). 6 PROFORMA CONDENSED COMBINED STATEMENT OF INCOME THREE MONTHS ENDED MARCH 31, 1996 (IN THOUSANDS) HISTORICAL ------------------------- PROFORMA PROFORMA COMPANY(1) EMINENCE(2) ADJUSTMENTS COMBINED INTEREST INCOME: Interest and fees on loans $ 2,949 $ 1,822 $ 4,771 Interest on investment securities - Taxable 313 159 (2)(4) 470 Tax-exempt 83 103 (12)(4) 174 Interest on federal funds sold and other interest income 129 64 193 ---------- ---------- ----------- Total interest income $ 3,474 $ 2,148 $ (14) $ 5,608 INTEREST EXPENSE: Interest on deposits $ 1,528 $ 1,088 $ $ 2,616 Interest on other borrowings 125 159 (148)(6) 136 ---------- ---------- ---------- ----------- Total interest expense $ 1,653 $ 1,247 $ (148) $ 2,752 Net interest income $ 1,821 $ 901 $ 134 $ 2,856 Provision for loan losses 73 169 242 ---------- ---------- ----------- ----------- Net interest income after provision $ 1,748 $ 732 $ 134 $ 2,614 for loan losses NON-INTEREST INCOME: Service charges and fees $ 147 $ 54 $ $ 201 Insurance commissions 44 10 54 Other income 128 70 198 Security gains (losses) 0 2 2 ---------- ---------- ----------- Total non-interest income $ 319 $ 136 $ $ 455 NON-INTEREST EXPENSES: Salaries and benefits $ 817 $ 287 $ $ 1,104 Occupancy and equip. expenses 128 89 2(5) 219 FDIC insurance 13 1 14 Other expenses 439 162 83(3) 684 ---------- ---------- ----------- ----------- Total non-interest expenses $ 1,397 $ 539 $ 85 $ 2,021 Income before income taxes $ 670 $ 329 $ 49 $ 1,048 7 Applicable income taxes 172 66 50(6) 282 (5)(4) (1)(5) --- NET INCOME $ 498 $ 263 $ 5 $ 766 Earnings per common share: Primary $ 0.26 $ 0.18(7)(8) Fully diluted $ 0.26 $ 0.18(7)(8) Weighted average number of shares outstanding (in thousands): Primary 1,909 4,209(7) Fully diluted 1,909 4,209(7) 8 Notes - ----- (1) Amounts for the Company are derived from the Company's quarterly report on Form 10-Q as of and for the three months ended March 31, 1996. The income statement for the three months ended March 31, 1996 has not been audited by independent public accountants; however, in the opinion of management such information reflects all adjustments necessary for a fair presentation. All such adjustments are of a normal and recurring nature. (2) Eminence's most recent audited financial statements are as of and for the year ended June 30, 1995. Amounts for Eminence included above have been updated to reflect the results of operations for the period January 1, 1996 through March 31, 1996. The balance sheet and statement of income as of and for the three months ended March 31, 1995 have not been audited by independent public accountants; however, in the opinion of management such information reflects all adjustments necessary for a fair presentation of the results for the interim period. All such adjustments are of a normal and recurring nature. (3) To record amortization of goodwill (including any core deposit intangible, which has not been separately identified and valued) relating to the purchase of Eminence over an accelerated period of 15 years. (4) To record amortization of premiums on investment securities and related tax effect relating to the purchase of Eminence over a 7 year period using the constant yield method. (5) To record depreciation expense on a step-up of bank premises and related tax effect relating to the purchase of Eminence over a 30 year period using the straight line method. (6) To eliminate actual interest expense and related tax benefit incurred on average debt outstanding during the three months ended March 31, 1996 of $7,050,000. Total debt outstanding at March 31, 1996 of $7,050,000 will be discharged with the proceeds from the sale of Common Shares. (7) Reflects the effect of the sale of 2,300,000 Common Shares. (10) Does not reflect the additional net income of approximately $0.02 per common share from the investment of excess funds from the sale of common stock of $7,608,000 that would have been available during the three months ended March 31, 1996. 9