EX-99.4 7 unauditedproformacombine.htm EXHIBIT 99.4 unauditedproformacombine
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting giving effect to the merger of SBM Financial, Inc. (“SBM”) into Camden National Corporation (“Camden”) (the “Merger”). The unaudited pro forma combined condensed consolidated balance sheet combines the historical financial information of Camden and SBM as of June 30, 2015 and assumes that the Merger was completed on that date. The unaudited pro forma combined consolidated statements of income combine the historical financial information of Camden and SBM and give effect to the Merger as if it had been completed as of January 1, 2014 or January 1, 2015. The unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial condition had the Merger been completed on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. Certain reclassifications have been made to SBM’s historical financial information in order to conform to Camden’s presentation of financial information. The actual value of Camden common stock to be recorded as consideration in the Merger will be based on the closing price of Camden common stock on October 16, 2015, the closing date of the Merger. For purposes of the pro forma financial information, the fair value of Camden common stock to be issued in connection with the Merger was based on Camden’s closing price of $38.70 as of June 30, 2015. The pro forma financial information includes estimated adjustments, including adjustments to record assets and liabilities of SBM at its fair value, and represents the pro forma estimates by Camden based on available fair value information as of June 30, 2015. The pro forma adjustments included herein are subject to change depending on changes in interest rates and the components of assets and liabilities, and as additional information becomes available and additional analyses are performed. The final allocation of the purchase price for the Merger will be determined after it is completed and after completion of thorough analyses to determine the fair value of SBM’s tangible and identifiable intangible assets and liabilities as of October 16, 2015. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Camden’s statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to SBM’s shareholders’ equity, including results of operations from June 30, 2015 through October 16, 2015, will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. Camden anticipates that the Merger will provide the combined company with financial benefits that include reduced operating expenses. These cost savings are not included in these pro forma statements and there can be no assurance that expected cost savings will be realized. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during the period. The unaudited pro forma combined condensed consolidated financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of Camden and SBM, which are presented or incorporated by reference within this Form 8-K. The unaudited pro forma shareholders’ equity and net income are qualified by the statements set forth under this caption and should not be considered indicative of the market value of Camden common stock or the actual or future results of operations of Camden for any period. Actual results may be materially different than the pro forma information presented.


 
Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet as of June 30, 2015 (in Thousands) Camden SBM Pro Forma Adjustments Pro Forma Combined ASSETS Cash and due from banks 55,495$ 40,852$ (26,052)$ (1) 70,295$ Securities 822,991 83,169 393 (2) 906,553 Loans receivable and loans held for sale 1,808,433 649,508 (7,870) (3) 2,450,071 Allowance for loan losses (21,194) (7,197) 7,197 (4) (21,194) Net loans 1,787,239 642,311 (673) 2,428,877 Goodwill 44,806 - 52,592 (5) 97,398 Other intangible assets 2,790 - 4,717 (6) 7,507 Bank-owned life insurance 58,624 404 - 59,028 Premises and equipment, net 23,615 19,466 1,500 (7) 44,581 Deferred tax assets 13,682 25,366 (11,987) (8) 27,061 Other assets 28,679 8,724 - 37,403 Total Assets 2,837,921$ 820,292$ 20,490$ 3,678,703$ LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits 1,981,131$ 668,792$ 831$ (9) 2,650,754$ Borrowings and repurchase agreements 520,022 57,793 - 577,815 Junior subordinated debentures 44,075 - - 44,075 Other liabilities 38,153 7,241 - 45,394 Total liabilities 2,583,381 733,826 831 3,318,038 Shareholders' equity Common stock 41,919 6 106,119 (10) 148,044 Retained earnings 220,309 86,684 (86,684) (11) 220,309 Accumulated other comprehensive income (loss) (7,688) (224) 224 (12) (7,688) Total shareholders' equity 254,540 86,466 19,659 360,665 Total Liabilities and Shareholders' Equity 2,837,921$ 820,292$ 20,490$ 3,678,703$


 
Unaudited Pro Forma Combined Consolidated Statements of Income For the Year Ended December 31, 2014 (in Thousands, Except Number of Shares and Per Share Data) Camden SBM Pro Forma Adjustments Pro Forma Combined Interest Income Interest and fees on loans 70,654$ 26,316$ (433)$ (3) 96,537$ Interest on U.S. government and sponsored enterprise obligations 16,118 2,416 (53) (2) 18,481 Interest on state and political subdivision obligations 1,256 - - 1,256 Interest on federal funds sold and other investments 393 132 - 525 Total interest income 88,421 28,864 (486) 116,799 Interest Expense Interest on deposits 6,267 2,587 554 (9) 9,408 Interest on borrowings 3,329 553 - 3,882 Interest on junior subordinated debentures 2,532 - - 2,532 Total interest expense 12,128 3,140 554 15,822 Net interest income 76,293 25,724 (1,040) 100,977 Provision for credit losses 2,220 1,000 - 3,220 Net interest income after provision for credit losses 74,073 24,724 (1,040) 97,757 Non-Interest Income Service charges on deposit accounts 6,229 1,983 - 8,212 Other service charges and fees 6,136 1,819 - 7,955 Income from fiduciary services 4,989 - - 4,989 Brokerage and insurance commissions 1,766 540 - 2,306 Bank-owned life insurance 1,437 15 - 1,452 Mortgage banking income, net 282 3,509 - 3,791 Net gain on sale of securities 451 94 - 545 Other income 3,044 607 - 3,651 Total non-interest income 24,334 8,567 - 32,901 Non-Interest Expense Salaries and employee benefits 32,669 15,725 - 48,394 Furniture, equipment and data processing 7,316 2,299 - 9,615 Net occupancy 5,055 3,113 75 (7) 8,243 Consulting and professional fees 2,368 756 - 3,124 Other real estate owned and collection costs 2,289 622 - 2,911 Regulatory assessments 1,982 1,283 - 3,265 Amortization of intangible assets 1,148 - 858 (6) 2,006 Other expenses 9,570 6,790 - 16,360 Total non-interest expense 62,397 30,588 933 93,918 Income before income tax expense 36,010 2,703 (1,973) 36,740 Income Tax Expense (Benefit) 11,440 1,017 (691) (13) 11,766 Net income 24,570$ 1,686$ (1,282)$ 24,974$ Per Share Data: Basic earnings per share 3.29$ $2.75 2.46$ Diluted earnings per share 3.28$ $2.75 2.46$ Weighted-average number of common shares outstanding 7,450,980 613,459 10,111,429 Diluted weighted-average number of common shares outstanding 7,470,593 613,459 10,131,042


 
Unaudited Pro Forma Combined Consolidated Statements of Income For the Six Months Ended June 30, 2015 (in Thousands, Except Number of Shares and Per Share Data) Camden SBM Pro Forma Adjustments Pro Forma Combined Interest Income Interest and fees on loans 37,426$ 13,525$ (217)$ (3) 50,734$ Interest on U.S. government and sponsored enterprise obligations 7,589 1,097 (27) (2) 8,659 Interest on state and political subdivision obligations 880 - - 880 Interest on federal funds sold and other investments 210 59 - 269 Total interest income 46,105 14,681 (244) 60,542 Interest Expense Interest on deposits 3,073 1,247 277 (9) 4,597 Interest on borrowings 1,707 280 - 1,987 Interest on junior subordinated debentures 1,256 - - 1,256 Total interest expense 6,036 1,527 277 7,840 Net interest income 40,069 13,154 (521) 52,702 Provision for credit losses 700 1,300 - 2,000 Net interest income after provision for credit losses 39,369 11,854 (521) 50,702 Non-Interest Income Service charges on deposit accounts 3,080 824 - 3,904 Other service charges and fees 3,094 951 - 4,045 Income from fiduciary services 2,548 - - 2,548 Brokerage and insurance commissions 951 276 - 1,227 Bank-owned life insurance 824 14 - 838 Mortgage banking income, net 585 2,989 - 3,574 Other income 1,375 188 - 1,563 Total non-interest income 12,457 5,242 - 17,699 Non-Interest Expense Salaries and employee benefits 16,859 9,089 - 25,948 Furniture, equipment and data processing 3,825 1,334 - 5,159 Net occupancy 2,711 1,471 38 (7) 4,220 Consulting and professional fees 1,264 687 - 1,951 Other real estate owned and collection costs 1,011 220 - 1,231 Regulatory assessments 1,021 443 - 1,464 Amortization of intangible assets 574 - 429 (6) 1,003 Merger and acquisition costs 863 243 - 1,106 Other expenses 4,830 2,943 - 7,773 Total non-interest expense 32,958 16,430 467 49,855 Income before income tax expense 18,868 666 (988) 18,546 Income Tax Expense (Benefit) 6,064 237 (346) (13) 5,955 Net income 12,804$ 429$ (642)$ 12,591$ Per Share Data: Basic earnings per share 1.72$ 0.70$ 1.24$ Diluted earnings per share 1.71$ 0.69$ 1.23$ Weighted-average number of common shares outstanding 7,438,626 614,383 10,103,082 Diluted weighted-average number of common shares outstanding 7,459,464 624,304 10,166,946


 
Footnotes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Statements (in Thousands) (1) Cash consideration paid to SBM shareholders. Cash portion of deal value at 20% of SBM shares outstanding at $206.00 per share. $ 26,052 (2) Adjustment to securities. Interest rate adjustment to record bond investments at fair value $ 1,127 Adjustment to record equity securities at fair value (734) $ 393 $ 53 $ 27 (3) Adjustment to record loan portfolio at fair value. Interest rate adjustment to record loans at fair value $ 2,206 Credit adjustment to record loans at fair value (10,076) $ (7,870) Reduction in interest income on loans to reflect the amortization from interest rate fair value adjustment; amortization based on estimated weighted average life of 5.1 years. $ 433 $ 217 No pro forma earnings impact was assumed from the loan credit adjustment. The estimated fair value of the covered loans approximates their carrying value. $ - $ - (4) Elimination of existing SBM allowance for loan losses. $ 7,197 (5) SBM tangible equity: Common stock $ 6 Retained earnings 86,684 Accumulated other comprehensive loss (224) Tangible equity $ 86,466 Purchase price $ 132,177 Tangible equity of SBM (86,466) 45,711 Estimated CDI (4,717) Net fair value adjustments 11,598 $ 52,592 (6) Adjustment to record CDI. Estimated CDI at 1% of SBM's non time deposits $ 4,717 Amortization of CDI using a 10-year amortization period and sum-of-the-years-digits amortization method. $ 858 $ 429 (7) Adjustment to record premises and equipment at fair value. Estimated fair value of premises and equipment, net $ 1,500 Additional depreciation expense included in net occupancy. Amortization based on an estimated average life of 20 years. $ 75 $ 38 Income Statement Reduction in interest income to reflect the amortization of the interest rate fair value adjustment on bond investments; amortization based on estimated weighted average life of 7.4 years. Excess of purchase price less SBM tangible equity, net fair value adjustments and creation of core deposit intangible (“CDI”). 12/31/14 Twelve Months 6/30/15 Six Months 6/30/15 Balance Sheet


 
Footnotes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Statements (in Thousands) Balance Sheet Twelve Months Six Months 6/30/15 12/31/14 6/30/15 (8) Current/deferred income taxes created as a result of purchase accounting adjustments. Adjustment to securities - interest rate mark $ (393) Adjustment to loans - interest rate mark 10,076 Adjustment to loans - expected credit losses (2,206) Adjustment to allowance for loan losses (7,197) Adjustment to CDI (4,717) Adjustment to properties and equipment, net (1,500) Adjustment to deposits 831 Subtotal for fair value adjustments (5,106) Calculated deferred taxes at Camden's estimated statutory rate of 35% (1,787) Valuation on deferred tax asset for limitation on net operating loss carryforward (10,200) $ (11,987) (9) Adjustment to record time deposits at fair value. Estimated fair value of time deposits $ 831 Additional interest expense on deposits; amortization based on estimated life of 1.5 years $ 554 $ 277 (10) Elimination of SBM’s common stock and issuance of 2,742,250 shares of Camden common stock, no par value, as consideration. Elimination of SBM’s common stock $ (6) Camden common stock issued as consideration 106,125 $ 106,119 (11) Elimination of SBM's retained earnings. $ (86,684) (12) Eli ination of SBM's accumulated other comprehensive loss. $ 224 (13) Adjustment to income tax provision. To reflect the income tax effect of pro forma adjustments at 35% $ (691) $ (346) Income Statement


 
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA The following table summarizes selected share and per share information about Camden and SBM giving effect to the Merger (which is referred to as “pro forma” information). The data in the table should be read together with the financial information and the financial statements of Camden and SBM, which are reflected presented or incorporated by reference within this Form 8-K. The data does not necessarily indicate the combined financial position per share or combined results of earnings per share that would have been reported if the Merger had occurred when indicated, nor is the data a forecast of the combined financial position or combined results of operations for any future period. The unaudited pro forma and pro forma per equivalent share information gives effect to the Merger as if the Merger had been effective on December 31, 2014 or June 30, 2015 in the case of the book value data, and as if the Merger had been effective as of January 1, 2014 or January 1, 2015 in the case of the earnings per share and the cash dividends data. The unaudited pro forma data combines the historical results of SBM into Camden’s consolidated statements of income. While certain adjustments were made for the estimated impact of fair value adjustments and other acquisition-related activity, they are not indicative of what could have occurred had the acquisition taken place on January 1, 2014 or January 1, 2015. The information about book value per share and shares outstanding assumes that the Merger took place as of the dates presented and is based on the assumptions set forth in the preceding unaudited pro forma combined condensed consolidated balance sheet. The information about dividends and earnings per share assumes that the Merger took place as of the periods presented and is based on the assumptions set forth in the preceding unaudited pro forma combined consolidated statements of income. No pro forma adjustments have been included in these statements of income which reflect potential effects of the Merger related to integration expenses, cost savings or operational synergies which are expected to be obtained by combining the operations of Camden and SBM, or the costs of combining the companies and their operations. (1) The pro forma combined book value per share of Camden common stock is based on the pro forma common shareholders’ equity divided by total pro forma common shares. (2) Pro forma dividends per share represent Camden’s historical dividends per share. (3) The pro forma combined net income per share of Camden common stock is based on the pro forma combined net income for the merged entities divided by total pro forma diluted common shares of the combined entities. (4) Represents the pro forma combined information multiplied by the 5.421 exchange ratio. Per share data for the year ended December 31, 2014: Basic earnings per share $ 3.29 $ 2.75 $ 2.46 $ 13.35 Diluted earnings per share 3.28 2.75 2.46 13.32 Cash dividends declared 1.11 - 1.11 6.02 Weighted average shares outstanding: Basic 7,450,980 613,459 10,111,429 Diluted 7,470,593 613,459 10,131,042 Book value per share as of December 31, 2014 $ 33.01 $ 139.96 $ 34.76 $ 188.44 Per share data for the six months ended June 30, 2015: Basic earnings per share $ 1.72 $ 0.70 $ 1.24 $ 6.73 Dilute ea nings per share 1.71 0.69 1.23 6.69 C sh di id nds declared 0.60 - 0.60 3.25 W igh d verage shares outstanding: Basic 7,438,626 614,383 10,103,082 Diluted 7,459,464 624,304 10,166,946 Book value per share as of June 30, 2015 $ 34.17 $ 140.75 $ 35.66 $ 193.32 Pro Forma Per EquivalentSBM Historical Historical Combined(1)(2)(3) SBM Share (4) Camden