EXHIBIT 99.2
PRO FORMA FINANCIAL INFORMATION
FIRST CITIZENS BANC CORP. AND FNB FINANCIAL CORP.
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Condensed Combined Consolidated
Statement of Financial Condition combines the historical Consolidated Statement
of Financial Condition of First Citizens and subsidiaries and the historical
Consolidated Statement of Financial Condition of FNB and subsidiaries giving
effect to the consummation of the merger on June 30, 2004, using the purchase
method of accounting and giving effect to the related pro forma adjustments
described in the accompanying Notes to the Unaudited Pro Forma Condensed
Combined Consolidated Financial Statements.
The following Unaudited Pro Forma Condensed Combined Consolidated
Statements of Income for the six months ended June 30, 2004 and the year ended
December 31, 2003 combine the historical Consolidated Statements of Income of
First Citizens and subsidiaries and FNB giving effect to the merger as if the
merger had become effective at the beginning of the period presented, using the
purchase method of accounting and giving effect to the related pro forma
adjustments described in the accompanying Notes to the Unaudited Pro Forma
Condensed Combined Consolidated Financial Data.
Although pro forma financial information is not a measure of performance
calculated in accordance with accounting principles generally accepted in the
United States of America, First Citizens and FNB believe that pro forma
financial information is important because it gives effect to the merger as if
the merger had become effective at the beginning of the period presented. The
manner in which First Citizens and FNB calculate pro forma financial information
may differ from similarly titled measures reported by other companies.
The unaudited pro forma condensed combined consolidated financial
statements included herein are presented for informational purposes only. This
information includes various estimates and may not necessarily be indicative of
the financial position or results of operations that would have occurred if the
merger had been consummated on the date or at the beginning of the period
indicated or which may be obtained in the future. The unaudited pro forma
condensed combined consolidated financial statements and accompanying notes
should be read in conjunction with and are qualified in their entirety by
reference to the historical financial statements and related notes thereto of
First Citizens and subsidiaries and FNB and subsidiaries appearing elsewhere
herein.
These pro forma financial statements do not include the effects of any
potential cost savings that management believes will result from operating the
FNB banking business as branches and combining certain operations functions. It
also does not necessarily reflect what the historical results of the combined
company would have been had the companies been combined during these periods.
First Citizens Banc Corp and FNB Financial Corp.
Pro Forma Condensed Combined Consolidated Balance Sheet
(Unaudited)
At June 30, 2004 (In thousands except per share data)
Pro Forma
Adjustments
First Citizens FNB Increase / Footnote Pro Forma
Historical Historical (Decrease) Reference Combined
ASSETS
Cash and due from banks $ 21,063 $ 6,342 $ (1,900) $ 25,505
Federal funds sold -- 10,790 -- 10,790
Interest-bearing deposits -- -- -- --
Securities available for sale 89,834 81,066 (220) (9) 170,680
Securities held to maturity 13 -- -- 13
Other Investments 7,328 1,858 -- 9,186
Loans held for sale 208 130 -- 338
Loans, net 482,072 94,412 (24) (1) 576,460
Premises and equipment 9,971 1,843 73 (2) 11,887
Goodwill 15,051 -- 11,839 (3) 26,890
Other identified intangible assets 2,263 1,878 (1,270) (4) 2,871
Accrued interest and other assets 8,528 2,629 -- 11,157
-------- --------- --------- ---------
Total Assets $636,331 $ 200,948 $ 8,498 $ 845,777
======== ========= ========= =========
LIABILITIES
Deposits $493,565 $ 168,580 $ (302) (5) $ 661,843
Securities sold under repurchase
agreements 10,511 5,577 -- 16,088
Federal funds purchased 36,910 -- -- 36,910
Other borrowings 23,026 1,016 12,500 (8) 36,542
Accrued expenses and other
liabilities 4,591 524 486 (6) 5,601
-------- --------- --------- ---------
Total Liabilities 568,603 175,697 12,684 756,984
SHAREHOLDERS' EQUITY
Common Stock 47,370 5,000 16,065 (7) 68,435
Surplus -- 7,000 (7,000) (7) --
Retained earnings 28,458 13,251 (13,251) (7) 28,458
Treasury stock (7,383) -- -- (7) (7,383)
Accumulated other comprehensive
income (717) -- -- (7) (717)
-------- --------- --------- ---------
Total Shareholders' Equity 67,728 25,251 (4,186) 88,793
-------- --------- --------- ---------
Total Liabilities and Shareholders' Equity $636,331 $ 200,948 $ 8,498 $ 845,777
======== ========= ========= =========
First Citizens Banc Corp and FNB Financial Corp.
Pro Forma Condensed Combined Consolidated Statement of Income
(Unaudited)
For the six months ended June 30, 2004 (In thousands except per share data)
Pro Forma
Adjustments
Historical Historical Increase / Footnote Pro Forma
FCBC FNB (Decrease) Reference Combined
---------- ---------- ------------ --------- ---------
Interest income $ 15,603 $ 5,764 $ 64 (1) (9) $ 21,431
Interest expense 3,656 1,254 537 (5) (8) 5,447
-------- -------- ------ --------
Net interest income 11,947 4,510 (473) 15,984
Provision for loan losses 920 1,490 -- 2,410
-------- -------- ------ --------
Net interest income after provision 11,027 3,020 (473) 13,574
Non-interest income 3,418 429 3,847
Non-interest expense 10,852 3,839 37 (2) (4) 14,728
-------- -------- ------ --------
Income (loss) before income taxes 3,593 (390) (510) 2,693
Provision for income taxes (benefit) 1,029 (59) (173) (10) 797
-------- -------- ------ --------
Net Income (loss) $ 2,564 $ (331) $ (337) $ 1,896
Earnings Per Share:
Basic $ 0.51 $ (0.66)
Diluted $ 0.51 $ (0.66)
Pro Forma Earnings Per Share
Basic (11) $ 0.33
Diluted (11) $ 0.33
First Citizens Banc Corp
FNB Financial Corporation
Pro Forma Condensed Combined Consolidated Statement of Income
(Unaudited)
For the year ended December 31, 2003 (In thousands except per share data)
Pro Forma
Adjustments
Historical Historical Increase / Footnote Pro Forma
FCBC FNB (Decrease) Reference Combined
---------- ---------- ------------ --------- ---------
Interest income $ 33,267 $ 13,244 $ 129 (1) (9) $ 46,640
Interest expense 8,417 3,833 1,074 (5) (8) 13,324
-------- -------- -------- --------
Net interest income 24,850 9,411 (945) 33,316
Provision for loan losses 1,944 6,800 -- 8,744
-------- -------- -------- --------
Net interest income after provision 22,906 2,611 (945) 24,572
Non-interest income 7,724 975 8,699
Non-interest expense 22,925 7,794 74 (2) (4) 30,793
-------- -------- -------- --------
Income (loss) before income taxes 7,705 (4,208) (1,019) 2,478
Provision for income taxes (benefit) 2,138 (1,445) (346) (10) 347
-------- -------- -------- --------
Net Income (loss) $ 5,567 $ (2,763) $ (673) $ 2,131
Earnings Per Share:
Basic $ 1.11 $ (5.53)
Diluted $ 1.10 $ (5.53)
Pro Forma Earnings Per Share
Basic (12) $ 0.37
Diluted (12) $ 0.37
Notes:
(1) Represents the estimated fair market value adjustment related to the loan
portfolio and is assumed to amortize into interest income on a level yield basis
over the estimated period to maturity or reprising of the portfolio, which
averages 7 1/2 years.
(2) Represents the estimated fair market value adjustment related to the office
properties and is assumed to amortize on a straight line basis over the
estimated life of 39 years.
(3) Represents the estimate of the excess of the total direct acquisition costs
over the estimated fair value of the net assets acquired.
(4) Represents the elimination of the historical core deposit intangible at FNB
in the amount of $1,878 and establishment of the estimated core deposit
intangible related to the proposed acquisition by First Citizens in the amount
of $608, which is assumed to amortize into non-interest expense on an
accelerated basis over 10 years.
(5) Represents the estimated fair market value adjustment related to deposits
and is assumed to amortize into interest expense on a level yield basis over the
estimated remaining maturity of the deposits which averages 11 months for
certificates of deposit and 17 months for IRAs.
(6) Represents accrual of certain estimated acquisition costs of $440 and
deferred taxes related to estimated purchase accounting adjustments of $444.
(7) Represents the elimination of FNB equity on a historical basis and the
issuance of an estimated shares of First Citizens based on an exchange multiple
of 2.62.
(8) Represents estimated amount First Citizens will borrow to pay the cash
portion to FNB shareholders. The borrowing will be fixed at 7%.
(9) Represents amortization of fair value adjustment related to investment
securities on a level yield basis over their estimated remaining lives which
average 21 months.
(10) Represents the income tax effect of the estimated purchase accounting
adjustments using an effective tax rate of 34%.
(11) Basic and diluted pro forma earnings per share for the six months ended
June 30, 2004 have been computed based on 5,819,166 and 5,825,655 weighted
average shares outstanding.
(12) Basic and diluted pro forma earnings per share for the year ended December
31, 2003 have been computed based on 5,819,203 and 5,827,469 weighted average
shares outstanding.