Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is based on the historical financial statements of FNB United Corp. and subsidiaries (“FNB United”) and Integrity Financial Corporation and subsidiaries (‘Integrity”) and has been prepared to illustrate the pro forma effect of the completion of the merger on April 28, 2006 for the FNB United acquisition of Integrity. The unaudited pro forma condensed combined balance sheet as of December 31, 2005 and the unaudited pro forma condensed combined statement of income for the twelve months ended December 31, 2005 give pro forma effect to this merger transaction, accounted for under the purchase method of accounting.
The unaudited pro forma condensed combined income statement for the twelve months ended December 31, 2005 is based on the audited financial statements of FNB United and Integrity. This unaudited pro forma condensed combined income statement gives effect to the transaction as if it had been consummated at the beginning of the period presented, or January 1, 2005. The unaudited pro forma condensed combined financial statements do not give effect to the anticipated cost savings or revenue enhancements in connection with the transaction.
The unaudited pro forma condensed combined financial statements should be considered together with the historical financial statements of FNB United and Integrity, including the respective notes to those statements. The pro forma information does not necessarily indicate the combined financial position or the results of operations in the future or the combined financial position or the results of operations that would have been realized had the merger transactions been consummated during the period or as of the date for which the pro forma information is presented.
The unaudited pro forma condensed combined balance sheet information is based on merger agreement terms that provide for the exchange of each share of Integrity common stock for 0.8743 shares of FNB United common stock and a cash payment of $5.20. The exchange ratio of 0.8743 reflects that 78% of Integrity’s shares are being exchanged for FNB United shares with the remaining 22% of Integrity’s shares being exchanged for cash.
FNB UNITED CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2005
FNB United Corp. and Subsidiaries |
Integrity Financial Corporation |
Pro Forma Adjustments |
Pro Forma Combined |
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(in thousands) | ||||||||||||||||
Assets |
||||||||||||||||
Cash and due from banks |
$ | 22,389 | $ | 7,071 | $ | 2,283 | (B) | $ | 31,743 | |||||||
Interest-bearing bank accounts |
2,310 | 11,696 | 0 | 14,006 | ||||||||||||
Federal funds sold |
20,180 | 0 | 0 | 20,180 | ||||||||||||
Investment securities: |
||||||||||||||||
Available for sale |
110,918 | 87,278 | 0 | 198,196 | ||||||||||||
Held to maturity |
48,888 | 3,850 | 120 | (C) | 52,858 | |||||||||||
Loans: |
||||||||||||||||
Loans held for sale |
17,615 | 1,858 | 0 | 19,473 | ||||||||||||
Loans held for investment |
795,051 | 501,250 | (6,109 | )(C) | 1,290,192 | |||||||||||
Less allowance for loan losses |
(9,945 | ) | (8,587 | ) | 0 | (18,532 | ) | |||||||||
Net Loans |
802,721 | 494,521 | (6,109 | ) | 1,291,133 | |||||||||||
Premises and equipment, net |
24,670 | 18,979 | (248 | )(C) | 43,401 | |||||||||||
Goodwill |
31,381 | 17,238 | (17,238 | )(E) | 111,687 | |||||||||||
80,306 | (D) | |||||||||||||||
Core deposit premium |
1,326 | 1,838 | (1,838 | )(E) | 7,982 | |||||||||||
6,656 | (C) | |||||||||||||||
Other assets |
37,302 | 19,644 | 2,521 | (A,B,C) | 59,467 | |||||||||||
Total assets |
$ | 1,102,085 | $ | 662,115 | $ | 66,453 | $ | 1,830,653 | ||||||||
Liabilities and Shareholders’ Equity |
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Deposits: |
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Noninterest-bearing demand |
$ | 100,465 | $ | 47,368 | $ | 0 | $ | 147,833 | ||||||||
Interest-bearing: |
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Demand, savings and money market |
252,855 | 209,565 | 0 | 462,420 | ||||||||||||
Time deposits |
488,289 | 293,763 | 296 | (C) | 782,348 | |||||||||||
Total deposits |
841,609 | 550,696 | 296 | 1,392,601 | ||||||||||||
Retail repurchase agreements |
21,338 | 3,974 | 0 | 25,312 | ||||||||||||
Federal Home Loan Bank advances |
86,225 | 27,063 | 0 | (C) | 113,288 | |||||||||||
Trust preferred securities |
20,619 | 10,310 | 30,928 | (A,B) | 61,672 | |||||||||||
(185 | )(C) | |||||||||||||||
Other borrowed funds |
18,385 | 0 | 0 | 18,385 | ||||||||||||
Other liabilities |
11,594 | 2,592 | 4,771 | (A,C) | 18,957 | |||||||||||
Total liabilities |
999,770 | 594,635 | 35,810 | 1,630,215 | ||||||||||||
Shareholders’ equity: |
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Common stock |
15,926 | 5,291 | 6,345 | (A) | 27,562 | |||||||||||
Surplus |
23,542 | 57,798 | 28,689 | (A) | 110,029 | |||||||||||
Retained earnings |
62,711 | 5,438 | (5,438 | )(A) | 62,711 | |||||||||||
Accumulated other comprehensive income (loss) |
136 | (1,047 | ) | 1,047 | (A) | 136 | ||||||||||
Total shareholders’ equity |
102,315 | 67,480 | 30,643 | 200,438 | ||||||||||||
Total liabilities and shareholders’ equity |
$ | 1,102,085 | $ | 662,115 | $ | 66,453 | $ | 1,830,653 | ||||||||
FNB UNITED CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
For the Twelve Months Ended December 31, 2005
FNB United Corp. and Subsidiaries |
Integrity Financial Corporation |
Pro Forma Adjustments |
Pro Forma Combined | ||||||||||
(in thousands, except share and per share data) | |||||||||||||
Interest income |
$ | 54,415 | $ | 38,918 | $ | 1,496 | (F) | $ | 95,319 | ||||
490 | (G) | ||||||||||||
Interest expense |
20,050 | 15,972 | (296 | )(H) | 37,298 | ||||||||
111 | (I) | ||||||||||||
1,461 | (J) | ||||||||||||
Net interest income |
34,365 | 22,946 | 710 | 58,021 | |||||||||
Provision for loan losses |
2,842 | 1,379 | 0 | 4,221 | |||||||||
Net interest income after provision for loan losses |
31,523 | 21,567 | 710 | 53,800 | |||||||||
Noninterest income |
14,926 | 4,822 | 0 | 19,748 | |||||||||
Noninterest expense |
31,678 | 19,324 | 666 | (K) | 51,349 | ||||||||
(319 | )(L) | ||||||||||||
Income before income taxes |
14,771 | 7,065 | 363 | 22,199 | |||||||||
Income taxes |
4,834 | 2,362 | 140 | (M) | 7,336 | ||||||||
Net income |
$ | 9,937 | $ | 4,703 | $ | 223 | $ | 14,863 | |||||
Net income per common share: |
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Basic |
$ | 1.73 | $ | 0.90 | $ | 1.43 | |||||||
Diluted |
$ | 1.69 | $ | 0.88 | $ | 1.39 | |||||||
Weighted average number of shares outstanding: |
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Basic |
5,731,966 | 5,215,277 | (560,773 | ) | 10,386,470 | ||||||||
Diluted |
5,869,023 | 5,373,393 | (541,657 | ) | 10,700,759 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
Note 1 – Basis of Presentation and Acquisitions
On April 28, 2006, FNB United Corp. completed a merger for the acquisition of Integrity Financial Corporation. Pursuant to the terms of the merger, each share of Integrity common stock was converted into 0.8743 shares of FNB United common stock and a cash payment of $5.20. The aggregate purchase price was $122,529,000, consisting of $$27,717,000 of cash payments and 4,654,504 shares of FNB United common stock valued at $94,812,000.
The unaudited pro forma condensed combined financial information gives effect to the acquisition under the purchase method of accounting, and the unaudited condensed combined balance sheet assumes the transaction occurred on December 31, 2005, reflecting the purchase price consideration noted above.
Described below are the pro forma adjustments related to the allocation of a portion of the purchase price to goodwill and other intangible assets, recognizing other merger-related transactions and estimates of fair values of the assets and liabilities of Integrity (in thousands):
Total purchase price |
$ | 122,529 | ||
Net assets based on carrying amounts at December 31, 2005 |
67,480 | |||
Less: Fair value of stock options assumed |
(3,311 | ) | ||
Less: Direct acquisition costs |
(1,344 | ) | ||
Less: Elimination of prior goodwill |
(17,238 | ) | ||
Less: Elimination of prior core deposit intangible |
(1,838 | ) | ||
Increase (decrease) in net assets to reflect estimated fair value adjustments under the purchase method of accounting: |
||||
Held-to-maturity investment securities |
120 | |||
Loans held for investment |
(6,109 | ) | ||
Premises and equipment |
(248 | ) | ||
Other assets |
1,550 | |||
Deposits |
(296 | ) | ||
Trust preferred securities |
185 | |||
Other liabilities |
(3,427 | ) | ||
Fair value of net assets acquired |
35,524 | |||
Total purchase price in excess of fair value of net assets acquired |
87,005 | |||
Identifiable intangible assets: |
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Core deposit premium |
(6,656 | ) | ||
Goodwill |
$ | 80,349 | ||
Except as discussed in Note 2, there are no adjustments to other asset or liability groups, and the book values approximate fair values.
To provide liquidity for cash needs in connection with the merger and also to comply with capital adequacy standards, trust preferred securities were issued by FNB United to provide primary financing for the Integrity merger.
The effects of the transaction, as reflected in the unaudited pro forma condensed combined balance sheet, are being accounted for by FNB United under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations,” and Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). In accordance with SFAS No. 142, intangible assets other than goodwill must be amortized over their estimated useful lives. Goodwill will not be amortized to expense, but instead will be reviewed for impairment at least annually and to the extent goodwill is impaired, its carrying value will be written down to its implied fair value and a charge to earnings will be made.
Note 2 – Purchase Accounting and Pro Forma Acquisition Adjustments
(A) | Reflects the issuance of 4,654,504 shares of FNB United common stock at the value described in Note 1 above, the elimination of the existing equity accounts of Integrity plus other items associated with the transaction, including cash consideration of $27,717,000, the fair value of stock options assumed of $3,311,000 and estimated transaction costs of $1,344,000. |
(B) | Represents the issuance of trust preferred securities with net cash proceeds of $30,000,000 for the primary purpose of providing funds for the merger cash consideration of $27,717,000. |
(C) | Represents the recording of fair value adjustments relating to the assets and liabilities of Integrity. |
(D) | Represents an adjustment to record the estimated goodwill related to the transaction. |
(E) | Represents adjustments to eliminate core deposit premium and goodwill recorded in the historical financial statements of Integrity. |
(F) | Represents the adjustment to record the amortization of the fair value adjustment on acquired loans over their expected average life of 49 months. |
(G) | Represents the adjustment to record the amortization of the fair value adjustment on acquired securities over their expected average life of 39 months, such adjustment for both available-for-sale and held-to-maturity securities amounting to $1,592,000 in total. |
(H) | Represents the adjustment to record the amortization of the fair value adjustment on acquired time deposits over their expected average life of 9 months. |
(I) | Represents the adjustment to record the amortization of the fair value adjustment on previously acquired trust preferred securities over an assumed life of 20 months. |
(J) | Represents interest expense related to the borrowing described in (B) above based on a variable rate of three-month LIBOR plus 1.32%, using the average three-month LIBOR rate in effect for the period presented. |
(K) | Represents the adjustment to record the amortization of the fair value adjustment on acquired core deposits on a straight-line basis over their expected average life of 10 years. |
(L) | Represents reversal of amortization of core deposit intangible recorded in the historical financial statements of Integrity. |
(M) | Represents estimated tax savings on transaction adjustments at a combined rate of 38.55%. |