EXHIBIT 99.1
IBERIABANK CORPORATION AND ACADIANA BANCSHARES, INC.
PRO FORMA COMBINED FINANCIAL INFORMATION
(unaudited)
The following unaudited pro forma combined financial statements combine
the historical consolidated balance sheets of IBERIABANK Corporation (the
"Company" or "IBKC") and Acadiana Bancshares, Inc. ("Acadiana") as if the merger
transaction described in the accompanying notes and consummated at the close of
business on February 28, 2003 had happened at the close of business on December
31, 2002. The unaudited Pro Forma Combined Balance Sheet is based upon the
audited consolidated balance sheets of the Company and Acadiana as of December
31, 2002. The unaudited Pro Forma Combined Statement of Income for the year
ended December 31, 2002 presents the combined results of operations of the
Company and Acadiana as if the merger had been effective at the beginning of the
period presented and is based on the audited consolidated results of operations
of the Company and Acadiana for the year ended December 31, 2002.
The resolution of the pending matters pertaining to the assets and
liabilities of Acadiana will affect the allocation of the purchase price. An
increase in the unallocated portion of the purchase price remaining after fair
value adjustments will result in a greater final allocation to goodwill which
will have a corresponding reduction in tangible common equity. A decrease in the
unallocated portion of the purchase price remaining after fair value adjustments
will have the opposite effect. Accordingly, the final pro forma combined amounts
will differ from those set forth in the unaudited pro forma combined financial
statements. It is not expected that any change would be of a material nature.
The pro forma financial statements are presented for comparative
purposes only and are not necessarily indicative of the combined financial
position or results of operations in the future. The pro forma financial
statements are also not necessarily indicative of the combined financial
position or results of operations that would have been realized had the merger
been consummated during the periods or as of the dates for which the pro forma
financial statements are presented. The pro forma combined statements are simply
arithmetical combinations of the separate results of both entities and do not
reflect potential cost savings, revenue enhancements or balance sheet
restructuring.
IBERIABANK CORPORATION AND ACADIANA BANCSHARES, INC
PRO FORMA COMBINED BALANCE SHEET
For the Period Indicated
(unaudited)
DECEMBER 31, 2002
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HISTORICAL
-----------------------------------------
IBERIABANK ACADIANA PRO FORMA PRO FORMA
(in thousands) CORPORATION BANCSHARES ADJUSTMENTS COMBINED
- ----------------------------- ------------------- ----------------- ------------------- -------------------
ASSETS
Cash and due from banks $ 63,775 $ 20,517 $ (13,287)(a) $ 71,005
Investment securities 368,122 64,137 (832)(b) 431,427
Mortgage loans held for sale 8,683 7,046 15,729
Loans 1,044,492 195,726 2,964 (b) 1,243,182
Allowance for loan loss (13,101) (2,447) (15,548)
------------------- ----------------- ------------------- -------------------
Net loans 1,031,391 193,279 2,964 1,227,634
------------------- ----------------- ------------------- -------------------
Goodwill 35,401 - 24,057 (c) 59,458
Core deposit & other intangibles - - 4,328 (b) 4,328
Other assets 63,216 20,781 3,171 (b) 87,168
------------------- ----------------- ------------------- -------------------
Total assets $ 1,570,588 $ 305,760 $ 20,401 $ 1,896,749
=================== ================= =================== ===================
LIABILITIES
Noninterest-bearing deposits $ 159,005 $ 14,911 $ 173,916
Interest-bearing deposits 1,083,227 190,869 3,434 (b) 1,277,530
------------------- ----------------- ------------------- -------------------
Total deposits 1,242,232 205,780 3,434 1,451,446
Short-term borrowings 96,803 1,061 97,864
Long-term debt 75,458 68,110 6,212 (b)(d) 149,780
Other liabilities 16,497 1,978 1,000 (b) 19,475
------------------- ----------------- ------------------- -------------------
Total liabilities 1,430,990 276,929 10,646 1,718,565
------------------- ----------------- ------------------- -------------------
SHAREHOLDERS' EQUITY
Preferred stock - - -
Common stock 7,381 27 955 8,363
Additional paid-in-capital 72,769 33,014 4,377 110,160
Retained earnings 102,390 26,693 (26,480) 102,603
Other (1,978) (655) 655 (1,978)
Less: Treasury stock (40,964) (30,248) 30,248 (40,964)
------------------- ----------------- ------------------- -------------------
Total shareholders' equity 139,598 28,831 9,755 (e) 178,184
------------------- ----------------- ------------------- -------------------
Total liabilities and
shareholders' equity $ 1,570,588 $ 305,760 $ 20,401 $ 1,896,749
=================== ================= =================== ===================
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(a) $9.8 million for payment of $7.88 cash per Acadiana share and $3.5 million
for after-tax cost of one-time expenses and cash-out of Acadiana options
(b) Fair value adjustments
(c) Goodwill resulting from merger
(d) Cancellation of Acadiana ESOP debt resulting in $1.1 million reduction in
liability
(e) Elimination of Acadiana equity and issuance of 981,821 shares of IBKC
stock, based on $39.30 fair value of IBKC stock as of February 14, 2003
plus issuance costs
------------
See notes to pro forma combined financial statements.
IBERIABANK CORPORATION AND ACADIANA BANCSHARES, INC
PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2002
(unaudited)
HISTORICAL
----------------------------------------
IBERIABANK ACADIANA PRO FORMA PRO FORMA
(dollars in thousands, except share amounts) CORPORATION BANCSHARES ADJUSTMENTS COMBINED
- ---------------------------------------------------------------- ----------------- --------------------- -----------------
INTEREST and DIVIDEND INCOME
Investment securities $ 15,316 $ 2,510 $ 186 (a) $ 18,012
Loans 71,515 16,081 (611)(b) 86,985
Other 721 400 (199)(c) 922
------------------ ----------------- --------------------- -----------------
Total interest and dividend income 87,552 18,991 (624) 105,919
------------------ ----------------- --------------------- -----------------
INTEREST EXPENSE
Deposits 24,562 6,115 (1,207)(d) 29,470
Short-term borrowings 613 35 648
Long-term debt 2,783 3,876 (1,150)(e) 5,509
------------------ ----------------- --------------------- -----------------
Total interest expense 27,958 10,026 (2,357) 35,627
------------------ ----------------- --------------------- -----------------
NET INTEREST INCOME 59,594 8,965 1,733 70,292
Provision for loan losses 6,197 - 6,197
------------------ ----------------- --------------------- -----------------
Net interest income after
provision for loan losses 53,397 8,965 1,733 64,095
------------------ ----------------- --------------------- -----------------
NONINTEREST INCOME
Service charges on deposit accounts 9,984 794 10,778
Gain on sale of loans, net 2,081 765 2,846
Other 5,801 625 6,426
------------------ ----------------- --------------------- -----------------
Total noninterest income 17,866 2,184 - 20,050
------------------ ----------------- --------------------- -----------------
NONINTEREST EXPENSE
Salaries and employee benefits 23,066 4,630 27,696
Occupancy and equipment 5,432 690 15 (f) 6,137
Amortization of acquisition intangibles 243 - 978 (g) 1,221
Communication and delivery 2,551 331 2,882
Other 12,740 2,668 15,408
------------------ ----------------- --------------------- -----------------
Total noninterest expense 44,032 8,319 993 53,344
------------------ ----------------- --------------------- -----------------
INCOME BEFORE INCOME TAXES 27,231 2,830 740 30,801
Income tax expense 8,778 1,008 259 (h) 10,045
------------------ ----------------- --------------------- -----------------
NET INCOME $ 18,453 $ 1,822 $ 481 $ 20,756
================== ================= ===================== =================
AVERAGE SHARES OUTSTANDING
Basic 5,660,429 1,059,302 6,642,250
Diluted 6,110,265 1,153,165 7,092,086
Earnings per share - basic $ 3.26 $ 1.72 $ 3.12
================== ================= =================
Earnings per share - diluted $ 3.02 $ 1.58 $ 2.93
================== ================= =================
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(a) Amortization of premium recorded on securities
(b) Amortization of premium recorded on loans
(c) Adjustment for lost interest on cash paid
(d) Amortization of premium recorded on deposits
(e) Amortization of premium recorded on FHLB borrowings
(f) Depreciation of fair value adjustment to fixed assets
(g) Amortization of core deposit intangible and mortgage servicing rights
(h) Tax effect of all other adjustments at 35%
------------
See notes to pro forma combined financial statements.
IBERIABANK CORPORATION AND ACADIANA BANCSHARES, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The unaudited pro forma combined balance sheet combines the historical
consolidated balance sheets of IBKC and Acadiana as if the merger had been
effective on December 31, 2002. The unaudited pro forma combined statement of
income for the year ended December 31, 2002 presents the combined results of
operations as if the merger had been effective at the beginning of the period
presented. Certain amounts in the historical financial statements of Acadiana
have been reclassified in the unaudited pro forma combined financial statements
to conform to IBKC's historical financial statements.
The merger is accounted for as a purchase. In accordance with Financial
Accounting Standards Board Statements No. 141 and No. 142, assets and
liabilities of Acadiana are adjusted to their estimated fair value and combined
with the recorded values of the assets and liabilities of IBKC. Applicable
income tax effects of such adjustments are included as a component of IBKC's net
deferred tax asset. Adjustments are made to reflect the recording of intangibles
as well as to eliminate any intangible balances previously recorded by Acadiana
in accordance with the purchase method of accounting.
The pro forma combined financial statements are presented for
comparative purposes only and are not necessarily indicative of the combined
financial position or results of operations in the future. The pro forma
combined financial statements are also not necessarily indicative of the
combined financial position or results of operations that would have been
realized had the merger been consummated during the periods or as of the dates
for which the pro forma financial statements are presented. The combined company
expects to achieve merger benefits resulting from cost savings, balance sheet
restructuring and revenue enhancements, which are not reflected in the pro forma
combined statements. No assurance can be given with respect to the ultimate
level of expense savings or revenue enhancements
The finalization of estimates pertaining to the assets and liabilities
of Acadiana may affect the allocation of the purchase price, the actual amount
of goodwill and consequently, future net income. However, any such finalization
of estimates is not expected to have a significant impact on the ultimate amount
of goodwill
The unaudited pro forma combined financial statements and the
accompanying notes have been prepared from, and should be read with the
accompanying footnotes and also in conjunction with the historical consolidated
financial statements and notes thereto of the Company filed in its Annual Report
on Form 10-K for the year ended December 31, 2002 and of Acadiana as filed on
the Company's Form 8-K dated March 3, 2003.
NOTE 2 - PURCHASE PRICE
The purchase price is based on exchanging $7.88 in cash and .7919
shares of IBKC common stock for each outstanding Acadiana share at the fair
market price of $39.30 per share of IBKC common stock. The total market value of
the IBKC common stock issued in connection with the merger is calculated as
follows (in thousands):
Acadiana's common shares outstanding on February 28, 2003.......... 1,240
Exchange ratio..................................................... .7919
-----------
IBKC common stock to be issued..................................... 982
Fair value per share of IBKC common stock.......................... $39.30
-----------
Total market value of IBKC common stock to be issued............... $38,586
===========
In addition to the above market value of the IBKC common stock to be issued, the
total purchase price includes $7.88 in cash for each outstanding share of
Acadiana stock and other direct merger costs of the Company.
NOTE 3- ALLOCATION OF PURCHASE PRICE
Certain matters are still pending that will have an effect on the
ultimate allocation of the purchase price. Accordingly, the allocation of the
purchase price has not been finalized and the portion of the purchase price
allocated to goodwill and the identifiable intangibles (discussed below) is
subject to change, although not expected to be significant. All amounts are
based on best available information as of March 31, 2003.
The purchase price has been allocated as described in the table below
(in thousands):
Historical net assets applicable to Acadiana's common stock at
February 28, 2003................................................. $29,506
After tax merger related charges, including severance payments and
other costs (3,713)
Increase (decrease) to Acadiana's net asset value at February 28,
2003 as a result of estimated fair value adjustments:
Investment Securities............................................ $ (832)
Loans............................................................ 2,964
Fixed Assets..................................................... 2,904
Core Deposit and Other Intangibles............................... 4,328
Other Assets..................................................... (870)
Deposits......................................................... (3,433)
FHLB Borrowings.................................................. (7,344)
Unearned ESOP liability.......................................... 1,132
Other Liabilities................................................ (1,000)
Deferred taxes on fair value adjustments......................... 1,137
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Net estimated fair value adjustments..................... (1,014)
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Total preliminary allocation of purchase price................... 24,779
Goodwill due to the merger........................................... 24,057
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Total purchase price............................................. $48,836
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