Attached files
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| 8-K/A - FORM 8-K/A - CHARTER FINANCIAL CORP | chfn-8ka05062016.htm |
Exhibit 99.3
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma combined consolidated financial information and explanatory notes present the combined financial statements of CHFN and CBS how they may have appeared had the businesses actually been combined as of and for the dates presented. The unaudited pro forma combined consolidated financial information shows the impact of the merger of CHFN and CBS on the companies’ respective historical financial positions and results of operations under the acquisition method of accounting with CHFN treated as the acquirer. Under this method of accounting, the assets and liabilities of CBS will be recorded by CHFN at their estimated fair values as of the date the merger is completed. The unaudited pro forma combined consolidated balance sheet gives effect to the merger as if the transaction had occurred on December 31, 2015. The unaudited pro forma combined consolidated statements of income for the three months ended December 31, 2015, and for the fiscal year ended September 30, 2015, give effect to the merger as if these transactions had been completed on October 1, 2014. The unaudited pro forma combined selected financial data is derived from such balance sheets and statements of income.
The unaudited pro forma combined consolidated financial information should be read together with CHFN's separate audited historical consolidated financial statements and accompanying notes as of and for the fiscal year ended September 30, 2015, included in CHFN's Annual Report on Form 10-K for the fiscal year ended September 30, 2015; CHFN's separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended December 31, 2015, included in CHFN's Quarterly Report on Form 10-Q for the quarter ended December 31, 2015; and other information pertaining to CHFN contained in previous Securities and Exchange Commission filings.
The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the period presented and had the impact of possible revenue enhancements and expense efficiencies, among other factors, been considered 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 the companies been combined during this period. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma combined consolidated financial information, the preliminary determination of fair values of CBS’s assets acquired and liabilities assumed reflected in the unaudited pro forma combined consolidated financial information is subject to adjustment and may vary from the actual fair values assigned that will be recorded upon completion of the merger. CHFN is in the process of finalizing its determination of the fair values of the acquired assets and assumed liabilities which could significantly change both the amount and the composition of these estimated accounting adjustments.
Exhibit 99.3
UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 2015
CHFN (as reported) | CBS | Pro Forma Adjustments | Pro Forma Notes | Pro Forma Combined | |||||||||||||
Assets | |||||||||||||||||
Cash and amounts due from depository institutions | $ | 14,243,071 | $ | 5,338,197 | $ | — | $ | 19,581,268 | |||||||||
Interest-earning deposits in other financial institutions | 37,638,231 | 32,229,581 | (29,920,000 | ) | A, B, C | 39,947,812 | |||||||||||
Cash and cash equivalents | 51,881,302 | 37,567,778 | (29,920,000 | ) | 59,529,080 | ||||||||||||
Loans held for sale | 2,285,847 | 199,200 | — | 2,485,047 | |||||||||||||
Securities | 175,988,229 | 23,279,846 | (28,505,645 | ) | C, D | 170,762,430 | |||||||||||
Federal Home Loan Bank stock | 3,005,600 | 313,400 | — | 3,319,000 | |||||||||||||
Restricted securities, at cost | — | 279,000 | — | 279,000 | |||||||||||||
Loans receivable | 690,687,371 | 303,970,620 | (6,858,000 | ) | E | 987,799,991 | |||||||||||
Unamortized loan origination fees, net | (1,121,570 | ) | (399,080 | ) | 399,080 | F | (1,121,570 | ) | |||||||||
Allowance for loan losses | (9,695,387 | ) | (4,938,285 | ) | 4,938,285 | G | (9,695,387 | ) | |||||||||
Loans receivable, net | 679,870,414 | 298,633,255 | (1,520,635 | ) | 976,983,034 | ||||||||||||
Other real estate owned | 3,164,705 | 736,000 | (447,000 | ) | H | 3,453,705 | |||||||||||
Accrued interest and dividends receivable | 2,495,117 | 958,173 | — | 3,453,290 | |||||||||||||
Premises and equipment, net | 19,455,816 | 7,980,457 | 59,677 | I | 27,495,950 | ||||||||||||
Goodwill | 4,325,282 | — | 27,958,432 | J | 32,283,714 | ||||||||||||
Other intangible assets, net of amortization | 108,241 | — | 2,261,000 | K | 2,369,241 | ||||||||||||
Cash surrender value of life insurance | 48,744,173 | — | — | 48,744,173 | |||||||||||||
Deferred income taxes | 6,218,864 | — | — | 6,218,864 | |||||||||||||
Other assets | 7,336,384 | 89,315 | — | 7,425,699 | |||||||||||||
Total assets | $ | 1,004,879,974 | $ | 370,036,424 | $ | (30,114,171 | ) | $ | 1,344,802,227 | ||||||||
Liabilities and Stockholders’ Equity | |||||||||||||||||
Liabilities: | |||||||||||||||||
Deposits | $ | 744,233,967 | $ | 330,958,263 | $ | 1,578,000 | L | $ | 1,076,770,230 | ||||||||
Federal Home Loan Bank advances | 50,000,000 | — | — | 50,000,000 | |||||||||||||
Advance payments by borrowers for taxes and insurance | 790,435 | 46,802 | — | 837,237 | |||||||||||||
Floating rate junior subordinated debt | — | 9,279,000 | (2,763,000 | ) | M | 6,516,000 | |||||||||||
Other liabilities | 11,487,837 | 823,188 | — | 12,311,025 | |||||||||||||
Total liabilities | 806,512,239 | 341,107,253 | (1,185,000 | ) | 1,146,434,492 | ||||||||||||
Stockholders’ equity: | |||||||||||||||||
Common stock | 152,291 | 13,658,140 | (13,658,140 | ) | N | 152,291 | |||||||||||
Additional paid-in capital | 85,546,958 | 12,821,185 | (12,821,185 | ) | O | 85,546,958 | |||||||||||
Treasury stock | — | (90,000 | ) | 90,000 | P | — | |||||||||||
Unearned compensation – ESOP | (5,106,169 | ) | — | — | (5,106,169 | ) | |||||||||||
Retained earnings | 118,228,061 | 2,281,858 | (2,281,858 | ) | Q | 118,228,061 | |||||||||||
Accumulated other comprehensive (loss) income | (453,406 | ) | 257,988 | (257,988 | ) | R | (453,406 | ) | |||||||||
Total stockholders’ equity | 198,367,735 | 28,929,171 | (28,929,171 | ) | 198,367,735 | ||||||||||||
Total liabilities and stockholders’ equity | $ | 1,004,879,974 | $ | 370,036,424 | $ | (30,114,171 | ) | $ | 1,344,802,227 | ||||||||
__________________________________
(A) | Adjustment reflects cash consideration of $58.8 million paid in acquisition of CBS. |
(B) | Adjustment reflects the fair value adjustment (premium) of $80,000 based upon the evaluation of CBS' certificates of deposit held at other banks. |
(C) | Adjustment reflects the sale of $28.8 million of securities to fund the acquisition of CBS. |
(D) | Adjustment reflects the fair value adjustment (premium) of $327,000 based upon the evaluation of CBS' investment securities portfolio. |
(E) | Adjustment reflects the fair value adjustments (discounts) of $4.2 million in acquired non-credit impaired loans and $2.7 million in acquired credit impaired loans based upon the evaluation of CBS' loan portfolio. |
(F) | Adjustment reflects the reversal of CBS' unamortized loan origination fees of $399,000. |
(G) | Adjustment reflects the reversal of CBS' allowance for loan and lease losses (ALLL) of $4.9 million. |
(H) | Adjustment reflects the fair value adjustment (discount) of $447,000 based upon the evaluation of CBS' portfolio of other real estate owned. |
(I) | Adjustment reflects the fair value adjustment (premium) of $60,000 based upon the evaluation of CBS' property, plant and equipment. |
Exhibit 99.3
(J) | Adjustment reflects $28.0 million goodwill generated as a result of the consideration paid being greater than the net assets acquired (see "Purchase Price Allocation" below). |
(K) | Adjustment reflects $2.3 million of core deposit intangible recorded by CHFN for CBS core deposits. |
(L) | Adjustment reflects the fair value adjustment (premium) of CBS' time deposits of $1.6 million. |
(M) | Adjustment reflects the fair value adjustment (discount) of $2.8 million based upon the evaluation of CBS' floating rate junior subordinated debt. |
(N) | Adjustment reflects the reversal of CBS' common stock of $13.7 million. |
(O) | Adjustment reflects the reversal of CBS' additional paid-in capital of $12.8 million. |
(P) | Adjustment reflects the reversal of CBS' treasury stock of $90,000. |
(Q) | Adjustment reflects the reversal of CBS' retained earnings of $2.3 million. |
(R) | Adjustment reflects the reversal of CBS' accumulated other comprehensive income of $258,000. |
Exhibit 99.3
Purchase Price Allocation
The following table summarizes the calculation of the purchase price and the allocation of the purchase price to the estimated fair value of assets and liabilities:
Purchase Price: | |||||||
Cash paid to CBS shareholders | $ | 58,833,000 | |||||
Fair value of assets acquired: | |||||||
Cash and due from banks | $ | 37,647,778 | |||||
Investment securities available for sale | 23,607,201 | ||||||
Loans for sale | 199,200 | ||||||
Loans, net | 297,112,620 | ||||||
FHLB stock | 313,400 | ||||||
Restricted stock | 279,000 | ||||||
Premises and equipment | 8,040,134 | ||||||
Accrued interest receivable | 958,173 | ||||||
Deferred income taxes | — | ||||||
Other real estate owned | 289,000 | ||||||
Core deposit intangible | 2,261,000 | ||||||
Other assets | 89,315 | ||||||
Total assets acquired | 370,796,821 | ||||||
Fair value of liabilities assumed: | |||||||
Deposits | 332,536,263 | ||||||
Trust preferred subordinated debt | 6,516,000 | ||||||
Escrow | 46,802 | ||||||
Other liabilities | 823,188 | ||||||
Total liabilities assumed | $ | 339,922,253 | |||||
Fair value of net assets acquired | 30,874,568 | ||||||
Preliminary pro forma goodwill | $ | 27,958,432 | |||||
Exhibit 99.3
UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED DECEMBER 31, 2015
CHFN (as reported) | CBS | Pro Forma Adjustments | Pro Forma Notes | Pro Forma Combined | Other Notes | ||||||||||||||
Interest income: | |||||||||||||||||||
Loans receivable | $ | 9,441,525 | $ | 3,929,000 | $ | 932,157 | A, B, C | $ | 14,302,682 | ||||||||||
Mortgage-backed securities and collateralized mortgage obligations | 682,456 | — | — | 682,456 | |||||||||||||||
Federal Home Loan Bank stock | 38,928 | 3,402 | — | 42,330 | |||||||||||||||
Other investment securities available for sale | 264,054 | 128,148 | (140,860 | ) | D, E | 251,342 | |||||||||||||
Interest-earning deposits in other financial institutions | 12,391 | 87,471 | (45,500 | ) | F, G | 54,362 | |||||||||||||
Dividends on restricted equity securities | — | 2,118 | — | 2,118 | |||||||||||||||
Total interest income | 10,439,354 | 4,150,139 | 745,797 | 15,335,290 | |||||||||||||||
Interest expense: | |||||||||||||||||||
Deposits | 665,433 | 506,748 | (181,469 | ) | H | 990,712 | |||||||||||||
Borrowings | 552,882 | — | — | 552,882 | |||||||||||||||
Subordinated debt expense | — | 76,849 | 34,326 | I | 111,175 | ||||||||||||||
Total interest expense | 1,218,315 | 583,597 | (147,143 | ) | 1,654,769 | ||||||||||||||
Net interest income | 9,221,039 | 3,566,542 | 892,940 | 13,680,521 | |||||||||||||||
Provision for loan losses | — | — | — | — | |||||||||||||||
Net interest income after provision for loan losses | 9,221,039 | 3,566,542 | 892,940 | 13,680,521 | |||||||||||||||
Noninterest income: | |||||||||||||||||||
Service charges on deposit accounts | 1,752,558 | 116,043 | — | 1,868,601 | |||||||||||||||
Bankcard fees | 1,145,826 | 61,137 | — | 1,206,963 | |||||||||||||||
Gain on investment securities available for sale | 35,965 | — | — | 35,965 | |||||||||||||||
Bank owned life insurance | 320,663 | — | — | 320,663 | |||||||||||||||
Gain on sale of loans and loan servicing release fees | 347,856 | 371,811 | — | 719,667 | |||||||||||||||
Brokerage commissions | 141,715 | 6,793 | — | 148,508 | |||||||||||||||
Recoveries on acquired loans previously covered under FDIC loss share agreements | 2,875,000 | — | — | 2,875,000 | M | ||||||||||||||
Other | 210,957 | 29,150 | — | 240,107 | |||||||||||||||
Total noninterest income | 6,830,540 | 584,934 | — | 7,415,474 | |||||||||||||||
Noninterest expenses: | |||||||||||||||||||
Salaries and employee benefits | 5,262,989 | 1,579,939 | — | 6,842,928 | N | ||||||||||||||
Occupancy | 1,910,452 | 340,814 | (218 | ) | J | 2,251,048 | O | ||||||||||||
Legal and professional | 379,838 | 270,258 | — | 650,096 | |||||||||||||||
Marketing | 260,914 | 25,089 | — | 286,003 | |||||||||||||||
Federal insurance premiums and other regulatory fees | 223,843 | 73,106 | — | 296,949 | |||||||||||||||
Net (benefit) cost of operations of real estate owned | (21,243 | ) | 1,401 | — | (19,842 | ) | |||||||||||||
Furniture and equipment | 168,415 | 78,797 | — | 247,212 | |||||||||||||||
Postage, office supplies and printing | 184,712 | 35,449 | — | 220,161 | |||||||||||||||
Core deposit intangible amortization expense | 48,985 | — | 106,750 | K | 155,735 | ||||||||||||||
Other | 659,125 | 160,343 | — | 819,468 | |||||||||||||||
Total noninterest expenses | 9,078,030 | 2,565,196 | 106,532 | 11,749,758 | |||||||||||||||
Income before income taxes | 6,973,549 | 1,586,280 | 786,408 | 9,346,237 | |||||||||||||||
Income tax expense | 2,359,271 | — | 267,379 | L | 2,626,650 | ||||||||||||||
Net income | $ | 4,614,278 | $ | 1,586,280 | $ | 519,029 | $ | 6,719,587 | |||||||||||
Basic net income per share | $ | 0.31 | $ | 0.45 | |||||||||||||||
Diluted net income per share | $ | 0.30 | $ | 0.43 | |||||||||||||||
Weighted average number of common shares outstanding | 14,885,529 | 14,885,529 | |||||||||||||||||
Weighted average number of common and potential common shares outstanding | 15,545,216 | 15,545,216 | |||||||||||||||||
Exhibit 99.3
__________________________________
(A) | Adjustment reflects accretion of CBS accretable discounts on acquired credit impaired loans of $189,000. |
(B) | Adjustment reflects amortization of CBS yield adjustments on acquired non-credit impaired loans of $42,000. |
(C) | Adjustment reflects accretion of CBS credit adjustments on acquired non-credit impaired loans of $785,000. |
(D) | Adjustment reflects amortization of premium on acquired CBS investment securities of $33,000 over the remaining estimated life of the securities of 2.5 years. |
(E) | Adjustment reflects reduction in interest due to sales of $28.8 million of securities to fund acquisition of $108,000 using a 150-basis point yield on securities. |
(F) | Adjustment reflects reduction of interest on interest-bearing deposits in other financial institutions of $38,000 due to net reduction of $30.0 million in cash as a result of the acquisition of CBS using a 50-basis point yield on deposits. |
(G) | Adjustment reflects amortization of premium on CBS certificates of deposits held in other financial institutions of $8,000 over the remaining estimated life of the deposits of 2.5 years. |
(H) | Adjustment reflects amortization of premium on deposits of $181,000. |
(I) | Adjustment reflects accretion of discount on CBS floating rate junior subordinated debt of $34,000. |
(J) | Adjustment reflects reduction in depreciation expense of $218 due to discount on CBS depreciable property, plant and equipment of $34,000 amortized over estimated useful life of 39 years. |
(K) | Adjustment reflects amortization of core deposit intangible of $107,000. |
(L) | Adjustment reflects estimated tax expense of $267,000 on income derived from the acquisition using an effective tax rate of 34%. CBS did not pay income tax as a result of its status as an S-Corporation. |
(M) | Item reflects $2.9 million of recoveries on loans formerly covered under loss-sharing agreements with the FDIC and accounted for under purchase accounting rules, a non-recurring item. |
(N) | CHFN management expects $475,000 in cost savings in salaries upon the full integration of CBS post-acquisition. |
(O) | CHFN management expects $367,000 in cost savings in occupancy upon the full integration of CBS post-acquisition. |
Exhibit 99.3
UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2015
CHFN (as reported) | CBS | Pro Forma Adjustments | Pro Forma Notes | Pro Forma Combined | Other Notes | ||||||||||||||
Interest income: | |||||||||||||||||||
Loans receivable | $ | 36,375,782 | $ | 15,568,492 | $ | 2,855,594 | A, B, C | $ | 54,799,868 | ||||||||||
Mortgage-backed securities and collateralized mortgage obligations | 3,050,233 | — | — | 3,050,233 | |||||||||||||||
Federal Home Loan Bank stock | 142,947 | 19,443 | — | 162,390 | |||||||||||||||
Other investment securities available for sale | 617,677 | 498,560 | (563,437 | ) | D, E | 552,800 | |||||||||||||
Interest-earning deposits in other financial institutions | 93,432 | 313,279 | (182,000 | ) | F, G | 224,711 | |||||||||||||
Dividends on restricted equity securities | — | 9,146 | — | 9,146 | |||||||||||||||
Amortization of FDIC loss share receivable | (2,387,205 | ) | — | — | (2,387,205 | ) | |||||||||||||
Total interest income | 37,892,866 | 16,408,920 | 2,110,157 | 56,411,943 | |||||||||||||||
Interest expense: | |||||||||||||||||||
Deposits | 2,727,372 | 2,029,841 | (535,562 | ) | H | 4,221,651 | |||||||||||||
Borrowings | 2,285,550 | 7,206 | — | 2,292,756 | |||||||||||||||
Subordinated debt expense | — | 303,426 | 137,305 | I | 440,731 | ||||||||||||||
Total interest expense | 5,012,922 | 2,340,473 | (398,257 | ) | 6,955,138 | ||||||||||||||
Net interest income | 32,879,944 | 14,068,447 | 2,508,414 | 49,456,805 | |||||||||||||||
Provision for loan losses | — | (1,900,000 | ) | — | (1,900,000 | ) | N | ||||||||||||
Net interest income after provision for loan losses | 32,879,944 | 15,968,447 | 2,508,414 | 51,356,805 | |||||||||||||||
Noninterest income: | |||||||||||||||||||
Service charges on deposit accounts | 6,449,248 | 473,727 | — | 6,922,975 | |||||||||||||||
Bankcard fees | 4,032,421 | 243,725 | — | 4,276,146 | |||||||||||||||
Loss on investment securities available for sale | (27,209 | ) | — | — | (27,209 | ) | |||||||||||||
Bank owned life insurance | 1,245,382 | — | — | 1,245,382 | |||||||||||||||
Gain on sale of loans and loan servicing release fees | 1,612,335 | 474,614 | — | 2,086,949 | |||||||||||||||
Brokerage commissions | 732,336 | 25,754 | — | 758,090 | |||||||||||||||
FDIC receivable for loss sharing agreements impairment | (2,434,903 | ) | — | — | (2,434,903 | ) | O | ||||||||||||
Other | 719,620 | 90,015 | — | 809,635 | |||||||||||||||
Total noninterest income | 12,329,230 | 1,307,835 | — | 13,637,065 | |||||||||||||||
Noninterest expenses: | |||||||||||||||||||
Salaries and employee benefits | 20,712,215 | 5,784,484 | — | 26,496,699 | P | ||||||||||||||
Occupancy | 7,670,236 | 1,171,886 | (870 | ) | J | 8,841,252 | Q | ||||||||||||
Legal and professional | 1,382,300 | 472,209 | — | 1,854,509 | |||||||||||||||
Marketing | 1,282,226 | 110,056 | — | 1,392,282 | |||||||||||||||
Federal insurance premiums and other regulatory fees | 755,872 | 430,288 | — | 1,186,160 | |||||||||||||||
Net cost of operations of real estate owned | 35,562 | 545,731 | (445,581 | ) | K | 135,712 | |||||||||||||
Furniture and equipment | 881,465 | 304,975 | — | 1,186,440 | |||||||||||||||
Postage, office supplies and printing | 872,837 | 117,615 | — | 990,452 | |||||||||||||||
Core deposit intangible amortization expense | 266,451 | — | 427,000 | L | 693,451 | ||||||||||||||
Other | 2,972,536 | 831,241 | — | 3,803,777 | |||||||||||||||
Total noninterest expenses | 36,831,700 | 9,768,485 | (19,451 | ) | 46,580,734 | ||||||||||||||
Income before income taxes | 8,377,474 | 7,507,797 | 2,527,865 | 18,413,136 | |||||||||||||||
Income tax expense | 2,805,312 | — | 859,474 | M | 3,664,786 | ||||||||||||||
Net income | $ | 5,572,162 | $ | 7,507,797 | $ | 1,668,391 | $ | 14,748,350 | |||||||||||
Basic net income per share | $ | 0.35 | $ | 0.94 | |||||||||||||||
Diluted net income per share | $ | 0.34 | $ | 0.90 | |||||||||||||||
Weighted average number of common shares outstanding | 15,717,421 | 15,717,421 | |||||||||||||||||
Weighted average number of common and potential common shares outstanding | 16,399,831 | 16,399,831 | |||||||||||||||||
Exhibit 99.3
__________________________________
(A) | Adjustment reflects accretion of CBS accretable discounts on acquired credit impaired loans of $760,000. |
(B) | Adjustment reflects amortization of CBS yield adjustments on acquired non-credit impaired loans of $81,000. |
(C) | Adjustment reflects accretion of CBS credit adjustments on acquired non-credit impaired loans of $2.2 million. |
(D) | Adjustment reflects amortization of acquired CBS investment securities of $131,000 over the remaining estimated life of the securities of 2.5 years. |
(E) | Adjustment reflects reduction in interest due to sales of $28.8 million of securities to fund acquisition of $432,000 using a 150-basis point yield on securities. |
(F) | Adjustment reflects reduction of interest on interest-bearing deposits in other financial institutions of $150,000 due to net reduction of $30 million in cash as a result of the acquisition of CBS using a 50-basis point yield on deposits. |
(G) | Adjustment reflects amortization of premium on CBS certificates of deposits held in other financial institutions of $32,000 over the remaining estimated life of the deposits of 2.5 years. |
(H) | Adjustment reflects amortization of premium on CBS deposits of $536,000. |
(I) | Adjustment reflects accretion of discount on CBS floating rate junior subordinated debt of $137,000. |
(J) | Adjustment reflects reduction in depreciation expense of $870 due to discount on CBS depreciable property, plant and equipment of $34,000 amortized over estimated useful life of 39 years. |
(K) | Adjustment reflects reversal of CBS net gains on sale and write-downs of other real estate owned of $446,000 under the assumption that CHFN would purchase the assets at fair value under purchase accounting rules. |
(L) | Adjustment reflects amortization of core deposit intangible of $427,000. |
(M) | Adjustment reflects estimated tax expense of $859,000 on income derived from the acquisition using an effective tax rate of 34%. CBS did not pay income tax as a result of its status as an S-Corporation. |
(N) | Item reflects $1.9 million of negative provision recorded by CBS during Fiscal 2015, a non-recurring item. |
(O) | Item reflects a $2.5 million impairment charge taken as a result of CHFN's early termination of its FDIC loss-sharing agreements in September 2015, a non-recurring item. |
(P) | CHFN management expects cost savings of $1.9 million in salaries and employee benefits upon full integration of CBS post-acquisition. |
(Q) | CHFN management expects cost savings of $1.5 million in occupancy upon full integration of CBS post-acquisition. |