EX-99.1 2 dex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

IBERIABANK Corporation

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

The following tables show information about the financial condition and operations of IBERIABANK Corporation after giving effect to the acquisition of Pulaski Investment Corporation and Pocahontas Bancorp, and the $20 million in long-term borrowings to fund the cash portion of the Pulaski Investment Corporation acquisition. The preliminary unaudited pro forma condensed combined financial information shows the impact of the acquisitions as well as the $20 million long-term borrowing on the combined balance sheets and the combined statements of income under the purchase method of accounting with IBERIABANK Corporation treated as the acquirer. Under this method of accounting, the assets and liabilities of Pulaski Investment Corporation and Pocahontas Bancorp are recorded by us at their estimated fair values as of the date the respective acquisitions are completed. The preliminary unaudited pro forma condensed combined balance sheets as of December 31, 2006 assume the acquisitions were completed on that date. The private placement of IBERIABANK Corporation common stock and the trust preferred securities offering also used to fund the cash portion of the Pulaski acquisition were completed prior to December 31, 2006 and are included in IBERIABANK Corporation’s historical numbers. The preliminary unaudited pro forma income statements for the year ended December 31, 2006 were prepared assuming the acquisitions were completed on the first day of the respective period.

The historical financial numbers for Pulaski Investment Corporation and Pocahontas Bancorp, Inc. are as of and for the twelve months ended September 30, 2006. December 31, 2006 financial results are not complete.

It is anticipated that Pulaski Investment Corporation and Pocahontas Bancorp will provide IBERIABANK Corporation with financial benefits such as expense efficiencies and revenue enhancements, among other factors, although no assurances can be given that such benefits will be fully achieved. These benefits have not been reflected in the preliminary unaudited pro forma financial information. As required, the preliminary unaudited pro forma condensed combined financial information includes adjustments, which give effect to events that are directly attributable to the transaction and factually supportable; as such, any planned adjustments affecting the balance sheet, income statement, or shares of common stock outstanding subsequent to the assumed acquisition completion date are not included. The preliminary unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined companies had the companies actually been combined at the beginning of each period presented.

In addition, the allocation of the purchase price reflected in the preliminary pro forma condensed combined financial information is subject to adjustment. The preliminary purchase price allocation for the acquisitions will vary from the actual purchase price allocation that will be recorded upon the completion of the acquisitions based upon changes in the estimated fair value of the assets and liabilities acquired from Pulaski Investment Corporation and Pocahontas Bancorp. In addition, subsequent to the acquisition completion dates, there may be further refinements of the purchase price allocation as additional information becomes available.

The preliminary unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the historical consolidated financial statements and related notes, which are included our Annual Report on Form 10-K for the year ended December 31, 2006 and our Current Report on Form 8-K dated January 31, 2007.


IBERIABANK CORPORATION, PULASKI INVESTMENT CORPORATION, AND POCAHONTAS BANCORP, INC.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Financial Condition

As of December 31, 2006, except as noted below(A)

(dollars in thousands)

 

     IBERIABANK
Corporation
    Pulaski Investment
Corporation (A)
    Pro Forma
Adjustments
    Pro Forma
Combined Sub Total
    Pocahontas
Bancorp (A)
    Pro Forma
Adjustments
    Pro
Forma
Combined
 
              

Assets

                  

Cash and cash equivalents

   $ 84,905     $ 22,623     $ (48,141 )(10)   $ 59,387     $ 23,825     $ (5,037 )(j)   $ 78,175  

Securities available for sale, at fair value

     558,832       54,741       (52,800 )(5)     560,773       93,561       —         654,334  

Securities held to maturity

     22,520       150       14 (5)     22,684       133,120       1,351 (e)     157,155  

Mortgage loans held for sale

     54,273       40,368       —         94,641       3,244       —         97,885  

Loans, net

     2,204,080       344,669       (2,315 )(2),(3),(4)     2,546,434       431,768       11 (b),(c),(d)     2,978,213  

Premises and equipment, net

     71,007       24,398       9,390 (1)     104,795       15,876       1,756 (a)     122,427  

Goodwill

     92,779       613       80,691 (13)     174,083       8,848       20,161 (m)     203,092  

Other assets

     114,650       15,851       12,643 (7)     143,144       28,212       8,020 (g),(l)     179,376  
                                                        

Total Assets

   $ 3,203,046     $ 503,413     $ (518 )   $ 3,705,941     $ 738,454     $ 26,262     $ 4,470,657  
                                                        

Liabilities

                  

Deposits

   $ 2,422,582     $ 406,611     $ (163 )(6)   $ 2,829,030     $ 557,788     $ (404 )(f)   $ 3,386,414  

Short-term borrowings

     202,605       26,000       —         228,605       12,000       —         240,605  

Long-term debt

     236,997       23,439       (31,072 )(8),(12)     229,364       109,381       1,108 (h)     339,853  

Other liabilities

     21,311       5,905       6,358 (11)     33,574       6,329       3,111 (k)     43,014  
                                                        

Total Liabilities

     2,883,495       461,955       (24,877 )     3,320,573       685,498       3,815       4,009,886  
                                                        

Shareholders’ Equity

                  

Common stock

     12,379       610       523       13,512       76       1,212       14,800  

Additional paid-in-capital

     227,854       699       63,985       292,538       57,135       16,980       366,653  

Retained earnings

     173,794       40,569       (40,569 )     173,794       24,784       (24,784 )     173,794  

Unearned compensation

     (13,371 )     —         —         (13,371 )     (1,799 )     1,799       (13,371 )

Accumulated other comprehensive income

     (3,306 )     (420 )     420       (3,306 )     (2,837 )     2,837       (3,306 )

Treasury stock at cost

     (77,799 )     —         —         (77,799 )     (24,403 )     24,403       (77,799 )
                                                        

Total Shareholders’ Equity

     319,551       41,458       24,359 (9)     385,368       52,956       22,447 (i)     460,771  
                                                        

Total Liabilities and Shareholders’ Equity

   $ 3,203,046     $ 503,413     $ (518 )   $ 3,705,941     $ 738,454     $ 26,262     $ 4,470,657  
                                                        

(A) The Pulaski Investment Corporation and Pocahontas Bancorp, Inc. historical numbers are as of September 30, 2006.

IBERIABANK CORPORATION, PULASKI INVESTMENT CORPORATION, AND POCAHONTAS BANCORP, INC.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Income

For the Year ended December 31, 2006, except as noted below (A)

( in thousands, except per share data)

 

     IBERIABANK
Corporation
    Pulaski Investment
Corporation (A)
   Pro Forma
Adjustments
    Pro Forma
Combined Sub Total
    Pocahontas
Bancorp (A)
    Pro Forma
Adjustments
    Pro Forma
Combined
 

Interest and Dividend Income

                   

Loans, including fees

   $ 133,763     $ 28,830    $ 813 (2)   $ 163,406     $ 28,772     $ (118 )(b)   $ 192,060  

Investment securities

     28,954       2,489      (2,838 )(5)     28,605       10,410       (311 )(e)     38,704  

Other

     2,575       498      —         3,073       —         —         3,073  
                                                       

Total interest and dividend income

     165,292       31,817      (2,025 )     195,084       39,182       (429 )     233,837  
                                                       

Interest Expense

                   

Deposits

     58,116       9,476      163 (6)     67,755       17,105       (569 )(f),(g)     84,291  

Borrowings

     15,654       2,226      (1,365 )(8),(10),(12)     16,515       7,026       (128 )(h),(j)     23,413  
                                                       

Total interest expense

     73,770       11,702      (1,202 )     84,270       24,131       (697 )     107,704  
                                                       

Net interest income

     91,522       20,115      (823 )     110,814       15,051       268       126,133  

Provision for (reversal of) loan losses

     (7,803 )     1,179      —         (6,624 )     845       —         (5,779 )
                                                       

Net interest income after provision for loan losses

     99,325       18,936      (823 )     117,438       14,206       268       131,912  
                                                       

Noninterest income

     23,450       38,277      —         61,727       5,022       —         66,749  

Noninterest expense

     73,127       47,128      1,564 (1),(7)     121,819       17,104       1,189 (a),(g)     140,112  
                                                       

Income (loss) before income tax expense

     49,648       10,085      (2,387 )     57,346       2,124       (921 )     58,549  

Income tax expense (benefit)

     13,953       3,832      (835 )(11)     16,950       (90 )     (322 )(k)     16,538  
                                                       

Net Income (Loss)

   $ 35,695     $ 6,253    $ (1,552 )   $ 40,396     $ 2,214     $ (599 )   $ 42,011  
                                                       

Earnings (loss) per share - basic

   $ 3.80     $ 2.56      $ 3.83     $ 0.49         $ 3.55  
                                             

Earnings (loss) per share - diluted

   $ 3.57     $ 2.56      $ 3.63     $ 0.48         $ 3.38  
                                             

Average shares outstanding

     9,401       2,439      (1,306 )(14)     10,534       4,509       (3,221 )(n)     11,822  

Average shares outstanding-diluted

     9,993       2,439      (1,306 )(14)     11,126       4,577       (3,289 )(n)     12,414  

(A) The Pocahontas Bancorp, Inc. historical numbers are for its fiscal year ended September 30, 2006. The Pulaski Investment Corp. historical numbers are for the twelve months ended September 30, 2006.


Pulaski Investment Corporation

 

1) Adjustment to fair value Pulaski Investment Corporation’s fixed assets. The adjustment reflected, which totals $9.4 million, is based upon currently available fair value information. The adjustment will be depreciated over the estimated remaining life of the adjusted fixed assets using the straight-line method. The preliminary pro forma combined income statement impact of the adjustment resulted in a pre-tax increase to depreciation expense of $0.3 million for the twelve months ended December 31, 2006. The final adjustment may be significantly different.

 

2) Adjustment to fair value Pulaski Investment Corporation’s loan portfolio. The adjustment reflected, which totals $1.2 million, is based upon currently available fair value information. The adjustment will be recognized over the estimated remaining life of the loan portfolio using the effective yield method. The preliminary pro forma combined income statement impact of the adjustment resulted in a pre-tax increase to interest income of $0.8 million for the twelve months ended December 31, 2006. The final adjustment may be significantly different.

 

3) Adjustment to the allowance for loan losses for certain loans for which IBERIABANK Corporation’s plans for ultimate recovery differ from those of Pulaski Investment Corporation. IBERIABANK Corporation intends to dispose of these loans through sales or other means. The adjustment, which totals $0.5 million, is based upon a partial review of the Pulaski Investment Corporation loan portfolio. As IBERIABANK Corporation obtains additional information on the Pulaski Investment Corporation loan portfolio, the final adjustment may be significantly different from the adjustment reflected herein.

 

4) Adjustment to reflect the estimated discount on impaired loans of $0.7 million in accordance with AICPA Statement of Position 03-3. The final adjustment may be significantly different.

 

5) Adjustment to recognize securities classified as held to maturity by Pulaski Investment Corporation at fair value. The adjustment, which totals $14.0 thousand, is based upon currently available fair value information. Adjustments to securities also include the sale of $52.8 million of available for sale securities subsequent to the acquisition of Pocahontas Bancorp. The preliminary pro forma combined income statement impact of the fair value adjustment is a decrease in interest income of $3.0 thousand for the twelve months ended December 31, 2006. The preliminary pro forma combined income statement impact of the sale of securities is a decrease in interest income of $2.8 million for the twelve months ended December 31, 2006. The proceeds from the securities sale will be used to pay down Pocahontas Bancorp long-term debt. The final adjustment may be significantly different.

 

6) Adjustment to fair value Pulaski Investment Corporation’s interest-bearing deposits. The adjustment of $0.2 million will be recognized over the estimated remaining life of the respective deposits using the effective yield method. The preliminary pro forma combined income statement impact for the adjustment resulted in an increase to interest expense of $0.2 million for the twelve months ended December 31, 2006. The final adjustments may be significantly different.

 

7) Adjustment to recognize core deposit intangibles of $12.6 million associated with the acquisition, and the related preliminary pro forma combined income statement impact resulting from the acquisition. Core deposit intangibles will be amortized over a ten-year period using the straight-line method. The preliminary pro forma combined income statement impact for the adjustment resulted in an increase to other non-interest expense of $1.3 million for the core deposit intangibles amortization for the twelve months ended December 31, 2006. The final adjustment may be significantly different.

 

8) Adjustment to fair value Pulaski Investment Corporation’s borrowings. The adjustment of $1.7 million will be recognized over the estimated remaining life of the respective borrowings using the effective yield method. The preliminary pro forma combined income statement impact for the adjustment resulted in an increase to interest expense of $7 thousand for the twelve months ended December 31, 2006, 2005. The final adjustments may be significantly different.

 

9) Adjustment to eliminate Pulaski Investment Corporation’s historical stockholders’ equity. In addition to the cash consideration, the acquisition will result in the issuance of approximately 1.1 million shares of IBERIABANK Corporation common stock. The issuance of IBERIABANK Corporation common stock in the acquisition is recognized in the preliminary pro forma balance sheets at a value of $57.60 per share, which was the average closing price of IBERIABANK Corporation common stock on the five days surrounding the date of acquisition. The final adjustment may be significantly different.

 

10) Adjustment to cash consists of cash consideration of $65.0 million paid to complete the acquisition, cash received from $20.0 million of long-term borrowings, acquisition related costs of $0.5 million in costs related to investment banking, legal, and consulting fees to be incurred directly in connection with the acquisition and an estimated $2.7 million in after tax costs related to change-in-control and other agreements that exist prior to the acquisition consummation date. The preliminary pro forma combined income statement impact of the reduction in cash resulted in a pre-tax increase to interest expense of $0.2 million for the twelve months ended December 31, 2006, due to additional borrowings needed as a result of the cash payments.

 

11) Adjustment to recognize deferred tax liabilities at 35% resulting from the fair value adjustments in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes,” (“SFAS 109”).

 

12) Adjustment to recognize the $20.0 million of long-term borrowings undertaken to complete the acquisition as well as the reduction of $52.8 million in long-term debt resulting in the above-mentioned Pocahontas Bancorp available for sale securities sale. The adjustments resulted in a pre-tax decrease to interest expense of $1.5 million for the twelve months ended December 31, 2006.

 

13) Adjustment to eliminate Pulaski Investment Corporation’s historical goodwill and recognize goodwill resulting from the acquisition of $81.3 million. See purchase price allocation table in Note 3 for more information.

 

14) The pro forma basic and diluted potential common shares for the incremental shares issued in connection with the Pulaski Investment Corporation acquisition, assuming the transaction occurred at the beginning of the periods presented.


Pocahontas Bancorp, Inc.

 

a) Adjustment to fair value Pocahontas Bancorp’s fixed assets. The adjustment reflected, which totals $1.8 million, is based upon currently available fair value information. The adjustment will be depreciated over the estimated remaining life of the adjusted fixed assets using the straight-line method. The preliminary pro forma combined income statement impact of the adjustment resulted in a pre-tax increase to depreciation expense of $0.1 million for the twelve months ended December 31, 2006. The final adjustment may be significantly different.

 

b) Adjustment to fair value Pocahontas Bancorp’s loan portfolio. The adjustment reflected, which totals $1.8 million, is based upon currently available fair value information. The adjustment will be recognized over the estimated remaining life of the loan portfolio using the effective yield method. The preliminary pro forma combined income statement impact of the adjustment resulted in a pre-tax decrease to interest income of $0.1 million for the twelve months ended December 31, 2006. The final adjustment may be significantly different.

 

c) Adjustment to the allowance for loan losses for certain loans for which the Company’s plans for ultimate recovery differ from those of Pocahontas Bancorp. IBERIABANK Corporation intends to dispose of these loans through sales or other means. The adjustment, which totals $1.0 million, is based upon a partial review of the Pocahontas Bancorp loan portfolio. As IBERIABANK Corporation obtains additional information on the Pocahontas Bancorp loan portfolio, the final adjustment may be significantly different from the adjustment reflected herein.

 

d) Adjustment to reflect the estimated discount on impaired loans of $0.8 million in accordance with AICPA Statement of Position 03-3. The final adjustment may be significantly different.

 

e) Adjustment to recognize securities classified as held to maturity by Pocahontas Bancorp at fair value. The adjustment reflected which totals $1.4 million, is based upon currently available fair value information. The preliminary pro forma combined income statement impact of the adjustment resulted in a pre-tax decrease to interest income of $0.3 million for the twelve months ended December 31, 2006. The final adjustment may be significantly different.

 

f) Adjustment to fair value Pocahontas Bancorp’s interest-bearing deposits. The adjustment of $0.4 million will be recognized over the estimated remaining life of the respective deposits using the effective yield method. The preliminary pro forma combined income statement impact for the adjustment resulted in an increase to interest expense of $0.4 million for the twelve months ended December 31, 2006. The final adjustments may be significantly different.

 

g) Adjustment to eliminate Pocahontas Bancorp’s historical core deposit intangibles and recognize core deposit intangibles of $10.8 million associated with the acquisition, and the related preliminary pro forma combined income statement impact resulting from the acquisition. Core deposit intangibles will be amortized over a ten-year period using the straight-line method. The preliminary pro forma combined income statement impact for the adjustment resulted in an increase to other non-interest expense of $1.1 million for the core deposit intangibles amortization for the twelve months ended December 31, 2006. The preliminary pro forma combined income statement impact for the adjustment also resulted in a decrease to interest expense of $1.0 million to eliminate the historical core deposit intangibles amortization for the twelve months ended December 31, 2006. The final adjustment may be significantly different.

 

h) Adjustment to fair value Pocahontas Bancorp’s borrowings. The adjustment of $1.1 million will be recognized over the estimated remaining life of the respective borrowings using the effective yield method. The preliminary pro forma combined income statement impact for the adjustment resulted in a decrease to interest expense of $0.4 million for the twelve months ended December 31, 2006. The final adjustment may be significantly different.

 

i) Adjustment to eliminate Pocahontas Bancorp’s historical stockholders’ equity. The acquisition will result in the issuance of approximately 1.3 million shares of IBERIABANK Corporation common stock. The issuance of IBERIABANK Corporation common stock is recognized in the preliminary pro forma balance sheet at a value of $58.55 per share, which was the average closing price per share of IBERIABANK Corporation common stock for the five-day period surrounding the date the acquisition was announced.

 

j) Adjustment to cash for acquisition related costs. Adjustment includes an estimated $1.3 million in costs related to investment banking, legal, and consulting fees to be incurred directly in connection with the acquisition and an estimated $3.7 million in costs related to change-in-control, stock option exercises and other agreements that existed prior to the acquisition consummation date. The preliminary pro forma combined income statement impact of the reduction in cash resulted in a pre-tax increase to interest expense of $0.3 million for the twelve months ended December 31, 2006, due to additional borrowings needed as a result of the cash payments. The final adjustments may be significantly different.

 

k) Adjustment to recognize deferred tax liabilities at 35% resulting from the fair value adjustments in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes,” (“SFAS 109”).

 

l) Adjustment to recognize the cancellation of Pocahontas Bancorp’s ESOP. The adjustment reflected, which totals $1.5 million, is based upon currently available fair value information. The final adjustment may be significantly different.

 

m) Adjustment to eliminate historical Pocahontas Bancorp’s goodwill and recognize goodwill resulting from the acquisition of $29.0 million. See purchase price allocation table in Note 3 for more information.

 

n) The pro forma basic and diluted potential common shares for the incremental shares issued in connection with the Pocahontas Bancorp acquisition, assuming the transaction occurred at the beginning of the periods presented.


IBERIABANK CORPORATION, PULASKI INVESTMENT CORPORATION AND

POCAHONTAS BANCORP, INC.

NOTES TO PRELIMINARY UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1—BASIS OF PRELIMINARY PRO FORMA PRESENTATION

The acquisitions will be accounted for as acquisitions by IBERIABANK Corporation of Pulaski Investment Corporation and Pocahontas Bancorp, Inc. using the purchase method of accounting. Accordingly, the assets and liabilities of Pulaski Investment Corporation and Pocahontas Bancorp will be recorded at their respective fair values on the date the acquisitions are completed. The pro forma adjustments included herein are subject to change as additional information becomes available and as additional analyses are performed.

The final allocation of the purchase price will be determined after the acquisitions are completed and additional analyses are performed to determine the fair values of Pulaski Investment Corporation’s and Pocahontas Bancorp’s tangible and identifiable intangible assets and liabilities as of the dates the acquisitions are completed. Changes in the fair value of the net assets of Pulaski Investment Corporation and Pocahontas Bancorp as of the dates of the acquisitions will change the amount of purchase price allocable to excess purchase price. The further refinement of transaction costs will change the amount of excess purchase price recorded. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

The pro forma financial information for the acquisitions is included only as of and for the year ended December 31, 2006. The unaudited pro forma information is not necessarily indicative of the results of operations or the combined financial position that would have resulted had the acquisitions been completed at the beginning of the applicable period presented, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined company. The historical data presented for Pulaski Investment Corporation and Pocahontas Bancorp are as of and for the twelve months ended September 30, 2006.

NOTE 2—PURCHASE PRICES

The purchase price of Pulaski Investment Corporation is based on exchanging 0.2274 shares (fixed portion) of IBERIABANK Corporation common stock for each outstanding Pulaski Investment Corporation share at the closing price per share of IBERIABANK Corporation common stock on January 31, 2007, the date of the acquisition, as well as issuing shares of IBERIABANK Corporation common stock determined by the quotient obtained by dividing $13.323 by the average trading price of the IBERIABANK Corporation common stock on the 15 trading days ending one business day prior to the effective date of the merger (variable portion) for each outstanding share of Pulaski Investment Corporation common stock.

Based upon values as of January 31, 2007, the date of the acquisition, the total market value of the IBERIABANK Corporation common stock issued in connection with the Pulaski Investment Corporation acquisition is calculated as follows:

 

Pulaski Investment Corporation common shares outstanding on January 31, 2007

     2,439,356

Exchange ratio (fixed portion)

     0.2274

Exchange ratio (variable portion)

     0.2371
      

IBKC common stock to be issued

     1,133,064

Value of IBKC common stock

   $ 57.60
      

Total market value of IBKC common stock to be issued

   $ 65,816,883
      

In addition to the IBERIABANK Corporation common stock issued in connection with the Pulaski Investment Corporation acquisition, $65.0 million in cash was paid to complete the acquisition.

The purchase price of Pocahontas Bancorp is based on exchanging 0.2780 shares of IBERIABANK Corporation common stock for each outstanding Pocahontas Bancorp share at the average closing price per share of IBERIABANK Corporation common stock for the five-day period surrounding the date the acquisition was announced as well as $20 thousand in cash to settle fractional shares.

The total market value of the IBERIABANK Corporation common stock issued in connection with the Pocahontas Bancorp acquisition is calculated as follows:

 

Pocahontas Bancorp, Inc. common shares outstanding on February 1, 2007

     4,631,983

Exchange ratio

     0.2780
      

IBKC common stock to be issued

     1,287,793

Value of IBKC common stock

   $ 58.55
      

Total market value of IBKC common stock to be issued

   $ 75,402,856
      

In addition to the above market value of the IBERIABANK Corporation common stock issued in both acquisitions, the total purchase prices include other direct acquisition costs of IBERIABANK Corporation, such as legal, investment banking and other professional fees.


NOTE 3—PRIVATE PLACEMENT

Proceeds of $30 million we received from the private placement (together with the proceeds from the sale of $15 million of trust preferred securities and $20 million of long-term debt) were used to fund the cash portion of our acquisition of Pulaski Investment Corporation. The proceeds are based on a sale price of $52.00 per share and 576,923 shares.

NOTE 4—PURCHASE PRICE ALLOCATIONS

The preliminary unaudited pro forma condensed combined financial statements reflect the following purchase price allocations for Pulaski Investment Corporation and Pocahontas Bancorp (in thousands):

Pulaski Investment Corporation

 

Historical net assets applicable to Pulaski Investment Corporation’s common stock at September 30, 2006

     $ 41,458  

After tax merger related charges, severance payments and contract termination cost

       (3,140 )

Increase (decrease) to Pulaski Investment Corporation’s net asset value at

    

September 30, 2006 as a result of estimated fair value adjustments:

    

Investment securities

   $ 14    

Loans

     (2,315 )  

Fixed assets

     9,390    

Core deposit intangibles

     12,643    

Other assets

     —      

Deposits

     163    

Borrowings

     (1,728 )  

Deferred taxes on fair value adjustments

     (6,358 )  
          

Net estimated fair value adjustments

       11,809  

Elimination of Pulaski Investment Corporation’s existing intangibles

       (613 )
          

Total preliminary allocation of purchase price

       49,514  

Goodwill due to the merger

       81,304  
          

Total purchase price, including cash

     $ 130,818  
          

Pocahontas Bancorp, Inc.

 

Historical net assets applicable to Pocahontas Bancorp Inc.’s common stock at September 30, 2006

     $ 52,956  

After tax merger related charges, severance payments and contract termination cost

       (5,037 )

Increase (decrease) to Pocahontas Bancorp Inc.’s net asset value at

    

September 30, 2006 as a result of estimated fair value adjustments:

    

Investment securities

   $ 1,351    

Loans

     11    

Fixed assets

     1,756    

Core deposit intangibles

     10,824    

Other assets

     1,546    

Deposits

     404    

Borrowings

     (1,108 )  

Deferred taxes on fair value adjustments

     (3,111 )  
          

Net estimated fair value adjustments

       11,673  

Elimination of Pocahontas Bancorp Inc.’s existing intangibles

       (13,198 )
          

Total preliminary allocation of purchase price

       46,394  

Goodwill due to the merger

       29,009  
          

Total purchase price

     $ 75,403