Attached files
Exhibit 99.3
SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2016 and the unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2016 and for the year ended December 31, 2015 are based on the historical financial statements of Republic First Bancorp, Inc. ("RFB") and Oak Mortgage Company, LLC ("OAK") after giving effect to the acquisition in which Republic First Bancorp, Inc.'s wholly owned subsidiary, Republic First Bank d/b/a Republic Bank, will acquire Oak Mortgage Company, LLC. The acquisition will be accounted for using the acquisition method of accounting in accordance with Financial Accounting Standards Board ("FASB") ASC 805, "Business Combinations" ("ASC 805)".
The unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2016 and for the year ended December 31, 2015 give effect to the acquisition as of the beginning of all periods presented. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2016 assumed the transaction took place on June 30, 2016.
The unaudited condensed consolidated balance sheet and statement of income as of and for the six months ended June 30, 2016 were derived from Republic First Bancorp, Inc.'s unaudited condensed financial statements, and Oak Mortgage Company, LLC's unaudited condensed financial statements as of and for the six months ended June 30, 2016. The unaudited condensed statement of income for the year ended December 31, 2015 was derived from Republic First Bancorp, Inc. and Oak Mortgage LLC's audited statements of income for the year ended December 31, 2015.
The pro forma condensed consolidated financial statements reflect management's best estimate of the fair value of the tangible and intangible assets acquired and liabilities assumed. As final valuations are performed, increases or decreases in the fair value of assets acquired and liabilities assumed will result in adjustments, which may be material, to the balance sheet and/or statement of income.
As required, the unaudited pro forma condensed consolidated financial data includes adjustments which give effect to the events that are directly attributable to the acquisition, expected to have a continuing impact and are factually supportable.
The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and are subject to a number of uncertainties and assumptions and do not purport to represent what the companies' actual performance or financial position would have been had the acquisition occurred on the dates indicated and does not purport to indicate the financial position or results of operations as of any date or for any future period. Please refer to the following information in conjunction with the accompanying notes to these pro forma financial statements and the historical financial statements.
Republic First Bancorp, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2016
(Dollars in thousands, except per share data)
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2016
(Dollars in thousands, except per share data)
Historical
|
||||||||||||||||||
RFB
|
OAK
|
Pro Forma
Acquisition Adjustments
|
Consolidated Pro Forma
|
|||||||||||||||
ASSETS
|
||||||||||||||||||
Cash and due from banks
|
$
|
18,561
|
$
|
4,087
|
$
|
(4,072
|
)
|
A
|
$
|
18,576
|
||||||||
Interest bearing deposits with banks
|
93,211
|
-
|
(7,136
|
)
|
B
|
86,075
|
||||||||||||
Cash and cash equivalents
|
111,772
|
4,087
|
(11,208
|
)
|
104,651
|
|||||||||||||
|
||||||||||||||||||
Investment securities available for sale, at fair value
|
253,289
|
-
|
-
|
253,289
|
||||||||||||||
Investment securities held to maturity, at amortized cost (fair value of $203,186)
|
199,074
|
-
|
-
|
199,074
|
||||||||||||||
Restricted stock, at cost
|
1,367
|
-
|
-
|
1,367
|
||||||||||||||
Loans held for sale
|
5,487
|
28,336
|
(583
|
) |
C
|
33,240
|
||||||||||||
Loans receivable (net of allowance for loan losses of $8,761)
|
920,993
|
-
|
1,017
|
C |
922,010
|
|||||||||||||
Premises and equipment, net
|
53,617
|
129
|
-
|
53,746
|
||||||||||||||
Goodwill
|
-
|
-
|
5,629
|
D
|
5,629
|
|||||||||||||
Other real estate owned, net
|
11,974
|
-
|
-
|
11,974
|
||||||||||||||
Accrued interest receivable
|
4,367
|
-
|
-
|
4,367
|
||||||||||||||
Other assets
|
20,307
|
54
|
-
|
20,361
|
||||||||||||||
Total Assets
|
$
|
1,582,247
|
$
|
32,606
|
$
|
(5,145
|
)
|
$
|
1,609,708
|
|||||||||
|
||||||||||||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||||||||||||
Liabilities
|
||||||||||||||||||
Deposits
|
||||||||||||||||||
Demand – non-interest bearing
|
$
|
281,496
|
$
|
-
|
$
|
-
|
$
|
281,496
|
||||||||||
Demand – interest bearing
|
472,575
|
-
|
-
|
472,575
|
||||||||||||||
Money market and savings
|
574,051
|
-
|
-
|
574,051
|
||||||||||||||
Time deposits
|
106,129
|
-
|
-
|
106,129
|
||||||||||||||
Total Deposits
|
1,434,251
|
-
|
-
|
1,434,251
|
||||||||||||||
Warehouse lines of credit
|
-
|
26,433
|
-
|
26,433
|
||||||||||||||
Accrued interest payable
|
313
|
-
|
-
|
313
|
||||||||||||||
Other liabilities
|
6,637
|
326
|
500
|
E
|
7,463
|
|||||||||||||
Subordinated debt
|
22,476
|
-
|
-
|
22,476
|
||||||||||||||
Total Liabilities
|
1,463,677
|
26,759
|
500
|
1,490,936
|
||||||||||||||
Shareholders' Equity
|
||||||||||||||||||
Preferred stock, par value $0.01 per share: 10,000,000 shares authorized; no shares issued and outstanding
|
-
|
-
|
-
|
-
|
||||||||||||||
Common stock, par value $0.01 per share: 100,000,000 shares authorized; shares issued 38,442,473 as of June 30, 2016; shares outstanding 37,913,628 as of June 30, 2016
|
384
|
-
|
-
|
384
|
||||||||||||||
Additional paid in capital
|
153,476
|
-
|
202
|
F
|
153,678
|
|||||||||||||
Members' equity
|
-
|
5,847
|
(5,847
|
)
|
G
|
-
|
||||||||||||
Accumulated deficit
|
(30,725
|
)
|
-
|
-
|
(30,725
|
)
|
||||||||||||
Treasury stock at cost (503,408 shares as of June 30, 2016)
|
(3,725
|
)
|
-
|
-
|
(3,725
|
)
|
||||||||||||
Stock held by deferred compensation plan (25,437 shares as of June 30, 2016)
|
(183
|
)
|
-
|
-
|
(183
|
)
|
||||||||||||
Accumulated other comprehensive loss
|
(657
|
)
|
-
|
-
|
(657
|
)
|
||||||||||||
Total Shareholders' Equity
|
118,570
|
5,847
|
(5,645
|
)
|
118,772
|
|||||||||||||
Total Liabilities and Shareholders' Equity
|
$
|
1,582,247
|
$
|
32,606
|
$
|
(5,145
|
)
|
$
|
1,609,708
|
(See notes to consolidated financial statements)
Republic First Bancorp, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Six Months Ended June 30, 2016
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Six Months Ended June 30, 2016
Historical
|
||||||||||||||||
(dollars in thousands, except per share data)
|
RFB
|
OAK
|
Pro Forma Acquisition Adjustments
|
Consolidated
Pro Forma
|
||||||||||||
Interest income
|
$
|
25,971
|
$
|
264
|
$
|
-
|
$
|
26,235
|
||||||||
Interest expense
|
3,083
|
213
|
-
|
3,296
|
||||||||||||
Net interest income
|
22,888
|
51
|
-
|
22,939
|
||||||||||||
Provision for loan losses
|
950
|
-
|
-
|
950
|
||||||||||||
Net interest income after provision for loan losses
|
21,938
|
51
|
-
|
21,989
|
||||||||||||
Noninterest income
|
5,443
|
5,177
|
-
|
10,620
|
||||||||||||
Noninterest expense
|
25,310
|
4,133
|
-
|
29,443
|
||||||||||||
Income before income taxes
|
2,071
|
1,095
|
-
|
3,166
|
||||||||||||
Income tax expense
|
(37
|
)
|
-
|
-
|
(37
|
)
|
||||||||||
Net income
|
$
|
2,108
|
$
|
1,095
|
$
|
-
|
$
|
3,203
|
||||||||
Basic earnings per common share
|
$
|
0.06
|
|
|
|
|
$
|
0.08
|
||||||||
Diluted earnings per common share
|
$
|
0.05
|
|
|
|
|
$
|
0.08
|
||||||||
Basic weighted average shares outstanding
|
37,860
|
|
|
|
37,860
|
|||||||||||
Diluted weighted average share outstanding
|
38,344
|
|
|
|
38,344
|
(See notes to consolidated financial statements)
Republic First Bancorp, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2015
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 2015
Historical
|
||||||||||||||||
(dollars in thousands, except per share data)
|
RFB
|
OAK
|
Pro Forma Acquisition Adjustments
|
Consolidated
Pro Forma
|
||||||||||||
Interest income
|
$
|
45,436
|
$
|
775
|
$
|
-
|
$
|
46,211
|
||||||||
Interest expense
|
5,381
|
600
|
-
|
5,981
|
||||||||||||
Net interest income
|
40,055
|
175
|
-
|
40,230
|
||||||||||||
Provision for loan losses
|
500
|
-
|
-
|
500
|
||||||||||||
Net interest income after provision for loan losses
|
39,555
|
175
|
-
|
39,730
|
||||||||||||
Noninterest income
|
9,943
|
12,174
|
-
|
22,117
|
||||||||||||
Noninterest expense
|
47,091
|
9,992
|
-
|
57,083
|
||||||||||||
Income before income taxes
|
2,407
|
2,357
|
-
|
4,764
|
||||||||||||
Income tax expense
|
(26
|
)
|
-
|
-
|
(26
|
)
|
||||||||||
Net income
|
$
|
2,433
|
$
|
2,357
|
$
|
-
|
$
|
4,790
|
||||||||
Basic earnings per common share
|
$
|
0.06
|
|
|
|
|
$
|
0.13
|
||||||||
Diluted earnings per common share
|
$
|
0.06
|
|
|
|
|
$
|
0.13
|
||||||||
Basic weighted average shares outstanding
|
37,818
|
|
|
|
37,818
|
|||||||||||
Diluted weighted average share outstanding
|
38,094
|
|
|
|
38,094
|
(See notes to consolidated financial statements)
Notes to Unaudited Condensed Pro Forma Financial Statements
1) | Description of the Acquisition and Basis of Preparation |
The Acquisition
On July 26, 2016, Republic First Bank d/b/a Republic Bank (the "Bank"), the wholly owned subsidiary of Republic First Bancorp, Inc. (the "Company"), entered into a Limited Liability Company Interest Purchase Agreement ("Purchase Agreement") with the three equity owners of Oak Mortgage Company LLC ("Sellers"), pursuant to which the Sellers agreed to sell to the Bank all of the issued and outstanding limited liability interests of Oak Mortgage Company, LLC ("Oak Mortgage").
On July 28, 2016, the Bank completed the acquisition of all of the outstanding limited liability company interests of Oak Mortgage held by the Sellers, pursuant to the terms of the Purchase Agreement. As a result of the completion of the transaction, Oak Mortgage became a wholly owned subsidiary of the Bank on July 28, 2016. The aggregate purchase price paid to the Sellers for their limited liability company interests at closing was $7.8 million, $1.0 million of which was deposited in an escrow account to be disbursed one year from closing subject to adjustment for any covered indemnity claims under the Purchase Agreement. The purchase price is subject to certain post-closing adjustments.
Basis of Presentation
The unaudited pro forma condensed consolidated financial statements have been prepared based on Republic Bank and Oak Mortgage Company, LLC's historical financial information. Certain disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted as permitted by SEC rules and regulations.
These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the results of operations that would have been achieved had the acquisition actually taken place at the dates indicated and do not purport to be indicative of future financial condition or operating results.
The tax impact of converting Oak Mortgage from a pass-through entity as a limited liability corporation to the Bank's corporate tax structure was calculated for purposes of the pro-forma financial statements. An offsetting adjustment of an equal amount was calculated when taking into consideration the effect to the Bank's deferred tax asset valuation allowance.
2) | Acquisition Method |
The pro forma condensed consolidated financial statements reflect the accounting for the transaction under the acquisition method, where the purchase is allocated to the assets and liabilities assumed based on their estimated fair values, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded as goodwill. Goodwill of $5.6 million arising from the acquisition consisted largely of synergies and the cost savings resulting from the combining of the operations of the companies and is deductible for tax purposes.
The purchase price allocation for Oak Mortgage Company, LLC is summarized as follows (in thousands):
Consideration
|
||||
Cash
|
$
|
7,136
|
||
Equity Instruments
|
202
|
|||
Deferred Additional Purchase Price
|
500
|
|||
Fair Value of Total Consideration Transferred
|
$
|
7,838
|
||
Fair value of identifiable assets acquired and liabilities assumed
|
||||
Cash and cash equivalents
|
$
|
15
|
||
Loans held for sale
|
27,753
|
|||
Loans receivable
|
1,017
|
|||
Premises and equipment
|
129
|
|||
Other assets
|
54
|
|||
Total assets acquired
|
$
|
28,968
|
||
Warehouse lines of credit
|
$
|
26,433
|
||
Other liabilities
|
326
|
|||
Total liabilities assumed
|
|
26,759
|
||
Total net assets at fair value
|
2,209
|
|||
|
||||
Goodwill
|
$ |
5,629
|
||
3) | Pro Forma Adjustments and Assumptions |
A | Reflects the one-time dividend made to the Oak Mortgage members at closing in accordance with the terms of the purchase agreement. |
B | Reflects cash consideration paid to Oak Mortgage members in accordance with the terms of the purchase agreement. |
C | Reflects a purchase accounting adjustment in the amount of $0.8 million to adjust loans held for sale to fair value, using recent historical sales data, and the reversal of the historical deferred loan cost balance in the amount of $0.4 million and a reclassification in the amount of $1.0 million from loans held for sale to loans receivable. |
D | Recognition of goodwill associated with the acquisition. |
E | Reflects additional non-contingent consideration due in future periods under the terms of the purchase agreement. |
F | Represents the fair value of stock options in accordance with the terms of the purchase agreement, valued via a Black Scholes Model with a strike price of $4.39, dividend yield of 0.0%, expected volatility of 46.38%, risk-free interest rate of 1.29%, expected life of 6.0 years, and an assumed forfeiture rate of 10.0%. |
G | Reflects the elimination of the remaining historical net equity of Oak Mortgage as a result of the acquisition. |