Exhibit 99.4
Camden National Corporation
KSB Bankcorp, Inc.
Unaudited Pro Forma Condensed Combining Balance Sheet
as of September 30, 1999
Pro Forma
Camden and
Pro Forma KSB
Camden KSB Adjustments Combined
------ --- ----------- --------
(Dollars in thousands)
ASSETS:
Cash, due from banks 17,563 2,536 2,609 (7) 22,708
Federal funds sold 5,692 - 5,692
Securities 199,673 27,205 - 226,878
Loans 147,554 - 147,554
Reserve for loan losses 470,615 (2,138) - 468,477
Mortgages held for resale 1,013 2,193 - 3,206
Intangible assets 9,443 2,454 - 11,897
Other assets 27,741 6,064 - 33,805
--------- --------- -------- ---------
Total Assets 726,048 191,560 2,609 920,217
========= ========= ======== =========
LIABILITIES and STOCKHOLDERS' EQUITY:
Deposits:
Noninterest-bearing 70,894 12,804 - 83,698
Interest-bearing 463,808 128,739 - 592,547
--------- --------- -------- ---------
Total deposits 534,702 141,543 - 676,245
Borrowings from Federal Home Loan Bank 86,275 29,952 - 116,227
Other borrowed funds 33,083 3,089 - 36,172
Accrued interest and other liabilities 9,372 2,362 2,130 (4) 13,864
--------- --------- -------- ---------
Total liabilities 663,432 176,946 2,130 842,508
--------- --------- -------- ---------
Stockholders' equity:
Common stock 2,436 13 1,469 (6) 3,918
Surplus 1,142 5,172 (1,347) (6)(7) 4,967
Retained earnings 72,725 9,914 (2,130) (4) 80,509
Accumulated other comprehensive income (3,480) (183) - (3,663)
Employee Stock Ownership Plan - (32) - (32)
Bank Recognition and Retention Plan - (21) - (21)
Treasury stock, at cost (10,207) (249) 2,487 (6)(7) (7,969)
--------- --------- -------- ---------
Total stockholders' equity 62,616 14,614 479 77,709
--------- --------- -------- ---------
Total liabilities and stockholders' equity 726,048 191,560 2,609 920,217
========= ========= ======== =========
Camden National Corporation
KSB Bankcorp, Inc.
Unaudited Pro Forma Combining Statement of Income
for nine months ended September 30, 1999
Pro Forma
Camden KSB CNC and
National Bankcorp Pro Forma KSB
Historical Historical Adjustments Combined
---------- ---------- ----------- --------
Interest Income
Interest and fees on loans 30,598 9,045 - 39,643
Interest on securities 8,431 1,405 - 9,836
Other 1,681 80 - 1,761
---------- ---------- ----------- ----------
Total interest income 40,710 10,530 - 51,240
Interest Expense
Interest on deposits 13,592 3,637 - 17,229
Interest on other borrowings 4,154 1,078 - 5,232
---------- ---------- ----------- ----------
Total interest expense 17,746 4,715 - 22,461
---------- ---------- ----------- ----------
Net interest income 22,964 5,815 - 28,779
Provision for Loan Losses 1,465 550 - 2,015
---------- ---------- ----------- ----------
Net interest income after provision for loan losses 21,499 5,265 - 26,764
---------- ---------- ----------- ----------
Other Income
Service charges on deposit accounts 1,677 670 - 2,347
Other service charges and fees 1,920 - 1,920
Mortgage servicing fees 200 - 200
Other income 1,360 125 - 1,485
---------- ---------- ----------- ----------
Total other income 4,957 995 - 5,952
---------- ---------- ----------- ----------
26,456 6,260 - 32,716
---------- ---------- ----------- ----------
Operating Expenses
Salaries and employee benefits 7,368 2,142 - 9,510
Net occupancy 250 - 250
Furniture, equipment and data processing 1,993 620 - 2,613
Other 5,422 1,241 - 6,663
---------- ---------- ----------- ----------
Total operating expenses 14,783 4,253 - 19,036
Income before income taxes 11,673 2,007 - 13,680
Income Taxes 3,764 639 - 4,403
---------- ---------- ----------- ----------
Net Income 7,909 1,368 - 9,277
========== ========== =========== ==========
Per Share Data
Basic earnings per share 1.20 1.09 1.16
Diluted earnings per share 1.19 1.08 1.15
Weighted average number of share outstanding 6,602,323 1,254,532 8,027,471
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINING BALANCE SHEET
Note 1. Basis of Presentation
---------------------
The pro forma information presented is not necessarily indicative of the
results of operations or the combined financial position that would have
resulted had the merger been consummated at the beginning of the periods
indicated, nor is it necessarily indicative of the results of operations in
future periods or the future financial position of the combined company.
Under generally accepted accounting principles, the transaction will be
accounted for as a pooling of interests and, as such, the assets and liabilities
of KSB will be combined with those of Camden at book value. In addition, the
statements of income of KSB will be combined with the statements of income of
Camden as of the earliest period presented. The unaudited pro forma combining
statements of income give effect to the merger as if the merger occurred at the
beginning of the earliest period presented. The unaudited pro forma combining
balance sheet assumes the merger was consummated on September 30, 1999.
Note 2. Accounting Policies and Financial Statement Classifications
-----------------------------------------------------------
The accounting policies of both companies are in the process of being
reviewed for consistency. As a result of this review, certain conforming
accounting adjustments may be necessary. The nature and extent of these
adjustments have not been determined but are not expected to be significant.
Note 3. Merger and Restructuring-Related Charges
----------------------------------------
The following table provides detail of the estimated charges by type, post-
tax:
Estimated
Type of Cost Costs (in thousands)
------------ --------------------
Personnel $ 165
Technology and operations 300
Facilities 65
Transaction cost and other 1,600
------
Total $2,130
Personnel-related costs consist primarily of charges related to employee
severance, termination of certain employee benefit plans and employee assistance
costs for separated employees. Technology and operations costs include
accelerated depreciation in excess of normal scheduled depreciation and certain
liabilities that will be incurred as a result of the elimination of duplicate
systems. Facilities charges consist of lease termination costs and other
facilities-related exit costs, as well as accelerated depreciation in excess of
normal depreciation, resulting from consolidation of duplicate headquarters and
operational facilities.
These charges have not been reflected in the Unaudited Pro Forma Combining
Statement of Income since they are nonrecurring. The unaudited pro forma
financial information does not give effect to any cost savings in connection
with the pending acquisition.
The unaudited pro forma financial information presented herein does not
reflect the impact of any divestitures that may be required as part of the
combination.
Note 4. Pro Forma Adjustments
---------------------
Pro forma adjustments to accrued expenses and other liabilities and
retained earnings reflect the $2.4 million merger and restructuring-related
charge and a $270,000 reduction in the deferred tax liability for the
anticipated tax benefit of such charge. For additional information on the
merger-and restructuring-related charges. (See Note 3).
Note 5. Stock Repurchase Plan
---------------------
Camden has had a stock repurchase plan seeking to repurchase stock since
September 1996. The original plan was to seek to repurchase up to five percent
of its outstanding shares. On October 13, 1998, the Camden Board modified the
plan to increase to $6 million the maximum amount of outstanding shares to be
repurchased during the subsequent twelve month period. During the period since
May 1, 1997, a date two years prior to Camden's discussions with KSB, Camden
repurchased 274,682 shares. (See Note 7).
Note 6. Stock Exchange
--------------
The pro forma stockholders' equity accounts of Camden have been adjusted to
reflect the issuance of shares of Camden common stock in exchange for all of the
outstanding shares of KSB common stock, and the retirement of KSB's treasury
stock.
The 1,481,800 shares of Camden common stock expected to be issued pursuant
to the acquisition of KSB are based upon 1,304,401 net KSB shares outstanding as
of August 31, 1999 and the exchange ratio of 1.136 shares of Camden common stock
for each share of KSB common stock.
Note 7. Stock Reissuance
----------------
In connection with the merger, Camden expects to reissue approximately
125,000 shares of common stock pursuant to a registration statement on Form S-3
under the Securities Act of 1933, as amended. This share reissuance is required
for the proposed transaction to be accounted for as pooling of interests in
accordance with GAAP. There can be no assurances that the estimated share
reissuance will be more than or less than this estimate. The unaudited Pro Forma
Combining Balance Sheets have been adjusted to reflect this transaction.
All issuances are assumed to occur on June 30, 1999, at Camden's closing
price of $20.875 per share and are assumed to be issued from treasury shares
with an average book value of $17.90 per share as of June 30, 1999.