EX-99.2 3 dex992.txt SELECTED UNAUDITED FINANCIALS EXHIBIT 99.2 UNITED BANKSHARES, INC. MERGER WITH CENTURY BANCSHARES, INC. -------------------------------------------------------------------------------- This presentation contains certain forward looking statements with respect to the financial condition, results of operations and business of United Bankshares, Inc. and Century Bancshares, Inc. on a combined basis after the proposed merger. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among others, the following possibilities: (1) expected cost savings from the proposed merger cannot be fully realized or realized within the expected time frame; (2) costs or difficulties related to the integration of the businesses of United Bankshares, Inc. and Century Bancshares, Inc. are greater than expected; (3) revenues following the proposed merger are lower than expected; (4) competitive pressure among depository institutions increases significantly; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the states in which the combined company will be doing business, are less favorable than expected; or (7) legislation or regulatory changes adversely affect the businesses in which the combined company would be engaged. 1 Presentation Overview: . Strategic Impact . Franchise Overview . Market Share Analysis . Century and Market Profile . Combined Operations . Transaction Summary . Transaction Structure . Summary 2 Strategic Impact . Increases United's assets to over $5.4 billion . Increases United's Virginia franchise to over $2.1 billion . Represents an in-market transaction . Adds to shareholder value 3 Franchise Overview Map of Washington, D.C. MSA including Northern Virginia, Southeast Maryland and Washington, D.C. metro areas * Century Branch Locations /\United Branch Locations [MAP APPEARS HERE] UNITED BANK OFFICE LOCATIONS ---------------------------- VIRGINIA MARYLAND WASHINGTON, D.C. (2) -------- -------- ANNANDALE BETHESDA ARLINGTON (4) ROCKVILLE CHANTILLY (2) FAIRFAX (4) FALLS CHURCH LEESBURG MANASSAS MCLEAN RESTON STERLING VIENNA (2) CENTURY NATIONAL BANK OFFICE LOCATIONS -------------------------------------- VIRGINIA MARYLAND WASHINGTON, D.C. (2) -------- -------- ALEXANDRIA BETHESDA (2) DUMFRIES ROCKVILLE MCLEAN (2) GERMANTOWN RESTON 4 Market Share Analysis . Merging with Century will increase United Bankshares' footprint in Virginia and in the Washington, DC MSA. . Combination of Century and United Bankshares under the United Bankshares umbrella creates a strong platform from which to expand market share. . Post-Merger, United Bankshares will . be the 9th largest bank in Virginia and in the Washington, DC MSA 5 Century Profile: . Total Assets -- $415 million . 11 Full Service Offices -- 5 in Virginia; 2 in Washington, D.C.; 4 in Maryland Virginia/Washington, DC MSA Market Profile: . 12th Most Populated Region . Highest Per Capita Income in the Nation . Very Low Unemployment Rate 6 Pro Forma Combined Operations: United Century Combined Dollars in millions Bankshares Bancshares Company (1) ---------- ---------- ----------- Assets $4,985 $415 $5,400 Loans 3,172 273 3,445 Deposits 3,463 331 3,794 Shareholders' Equity 445 28 473 Full Service Offices 75 11 86 Data as of 3/31/01 (1) Does not reflect intangibles and the related allocation of those intangibles to be recorded in the transaction. 7 Pro Forma Combined Operations: (continued) (Dollars in millions, except per share data) 2001 2002 ---- ---- Net Income (1) United Projected $79,838 $86,562 Century Projected 3,099 3,911 ------- ------- Pro Forma Combined 82,937 90,473 ------- ------- Adjustments (after tax) Cost Savings 1,114 1,885 Revenue Enhancements 105 214 ------- ------- Pro Forma Earnings $84,156 $92,572 ======= ======= Pro Forma EPS (2) $ 1.90 $ 2.09 Stand Alone EPS $ 1.90 $ 2.06 (1) Based on IBES median estimates for both companies; does not constitute management forecasts; excludes merger-related charges. (2) Based on 44.3 million pro forma diluted shares 8 Transaction Summary . Consideration: $3.43 cash + 0.45 United Shares for Each Century Share . Terms: Fixed Exchange Ratio and Cash Tax-free Exchange of Shares Taxable Cash 14.9% Stock Option to United Century Walkaway (greater than) 25% . Accounting Treatment: Purchase . Shares Issued: 1,938,191 . Expected Closing: Fourth Quarter 2001 . Implied Multiples: 3/31/01 Book Value: 252% 2001 Estimated EPS: 20.43X % of Total Assets: 15% 9 Transaction Structure . Financial Impact: - Total assets to $5.4 billion - Market capitalization to over $1.1 billion - Accretive to earnings per share in 2002 . Strategies for Earnings Enhancement: [ ] Expense Saving: - Audit & legal fees - Insurance - Data processing - Corporate overhead - Back room operations - Marketing - Director fees - Consolidate duplicate offices - Regulatory fees - Move deposit rates [ ] Revenue Enhancements: - Expand trust services - Change service charge structure . Century adds: [ ] Strong branch network in good locations in northern Virginia [ ] Expanded presence into the state of Maryland and District of Columbia 10 Summary: . Represents the 25th M&A transaction by United's current management team with a proven track record for achieving operating and conversion efficiencies in deals. . Increases United's franchise value. . Accretive to EPS. . Creates the 9th largest bank in Virginia and the Washington, DC MSA. . Increases United's Virginia franchise to 40% of total consolidated company assets. . Merger consideration represents 15% of Century's assets as compared to 21.5% for First Virginia's acquisition of James River and 28.9% for BB&T's acquisition of F&M National, the two most recently announced Virginia transactions. . The resulting banking company remains well capitalized. . Anticipated to close during the 4th quarter of 2001. . Represents an in-market transaction. 11