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EX-99.1 - EX-99.1 - MACKINAC FINANCIAL CORP /MI/a18-17541_1ex99d1.htm
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Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Mackinac and First Federal, after giving effect to the merger, using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of First Federal will be recorded by Mackinac at their respective fair values as of May 18, 2018, the date that the merger was completed. The pro forma condensed combined balance sheet gives effect to the merger as if the transaction had occurred on March 31, 2018. The pro forma combined income statement for the three months ended March 31, 2018 gives effect to the merger as if the transaction had become effective on January 1, 2018.

 

The pro forma condensed combined 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, nor the impact of possible business model changes. The pro forma condensed combined financial information, while helpful in illustrating the financial characteristics of the combined organization under one set of assumptions, does not reflect the potential effects of changes in market conditions on revenues, expense efficiencies, and asset dispositions, among other factors, and, accordingly, does not attempt to predict or suggest future results. In addition, the preliminary allocation of the pro forma purchase price reflected in the pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded in future reports.

 



 

MFNC and FFNM

Pro Forma Condensed Combined Balance Sheet as of

March 31, 2018

 

 

 

 

 

 

 

 

 

Preliminary

 

 

 

 

 

MFNC

 

FFNM

 

Combined

 

Purchase Accounting

 

Pro Forma

 

 

 

3/31/2018

 

3/31/2018

 

3/31/2018

 

Adjustments

 

3/31/2018

 

 

 

Actual

 

Actual

 

Actual

 

Debit

 

Credit

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

40,411

 

$

5,185

 

$

45,596

 

$

1,161

 n

$

 

$

46,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

16

 

 

16

 

 

 

16

 

Cash and cash equivalents

 

40,427

 

5,185

 

45,612

 

1,161

 

 

46,773

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing deposits

 

11,391

 

3,714

 

15,105

 

 

 

15,105

 

Securities available for sale

 

73,902

 

95,787

 

169,689

 

 

1,512

 m

168,177

 

Federal Home Loan Bank stock

 

3,112

 

1,636

 

4,748

 

 

 

4,748

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

579,718

 

100,760

 

680,478

 

(65

) a

 

680,413

 

Tax exempt Loans & Leases

 

 

 

 

 

 

 

Mortgage

 

215,804

 

81,320

 

297,124

 

301

 a

 

297,425

 

Consumer

 

16,919

 

8,247

 

25,166

 

(19

) a

 

25,147

 

Purchase accounting marks

 

 

 

 

 

6,998

 b

(6,998

)

Total loans

 

812,441

 

190,327

 

1,002,768

 

217

 

6,998

 

995,987

 

Allowance for loan losses

 

(5,101

)

(1,734

)

(6,835

)

1,732

 c

 

(5,103

)

Net loans

 

807,340

 

188,593

 

995,933

 

1,949

 

6,998

 

990,884

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premises and equipment

 

16,329

 

5,253

 

21,582

 

 

88

 d

21,494

 

Other real estate held for sale

 

2,526

 

602

 

3,128

 

 

282

 e

2,846

 

Deposit Based Intangible

 

1,860

 

593

 

2,453

 

2,729

 f

579

 f

4,603

 

Goodwill

 

5,694

 

 

5,694

 

15,326

 g

 

21,020

 

Deferred Tax Asset

 

4,674

 

1,842

 

6,516

 

1,355

 h

1,858

 h

6,013

 

Other assets

 

16,674

 

7,258

 

23,932

 

 

 

23,932

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

983,929

 

$

310,463

 

$

1,294,392

 

$

22,520

 

$

11,317

 

$

1,305,595

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest bearing deposits

 

$

143,129

 

$

56,228

 

$

199,357

 

$

 

$

 

$

199,357

 

Interest-bearing deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest checking

 

69,406

 

8,147

 

77,553

 

 

 

77,553

 

NOW

 

70,054

 

43,730

 

113,784

 

 

 

113,784

 

Money market

 

120,591

 

56,694

 

177,285

 

 

 

177,285

 

Savings

 

63,867

 

40,196

 

104,063

 

 

 

104,063

 

Total transactional deposits

 

467,047

 

204,995

 

672,042

 

 

 

672,042

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IRA

 

19,654

 

912

 

20,566

 

 

 

20,566

 

CDs<$100,000

 

33,975

 

50,258

 

84,233

 

 

 

84,233

 

CDs>$100,000

 

94,663

 

5,604

 

100,267

 

 

 

100,267

 

Brokered/internet

 

191,458

 

 

191,458

 

 

 

191,458

 

Total deposits

 

806,797

 

261,769

 

1,068,566

 

 

 

1,068,566

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings

 

90,002

 

15,099

 

105,101

 

 

 

105,101

 

Other liabilities

 

5,273

 

1,401

 

6,674

 

 

133

 l

6,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

1,040

 

40

 

1,080

 

1,659

 i

 

(579

)

Additional paid in capital

 

61,040

 

34,121

 

95,161

 

(1,659

) i

8,816

 j

105,636

 

Retained earnings

 

20,457

 

 

20,457

 

 

 

20,457

 

Accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum Pension Liability

 

(185

)

 

(185

)

 

 

(185

)

Unrealized Gain/(Loss) A/F/S

 

(495

)

(1,967

)

(2,462

)

 

2,254

 k

(208

)

Total shareholders’ equity

 

81,857

 

32,194

 

114,051

 

 

11,070

 

125,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

983,929

 

$

310,463

 

$

1,294,392

 

$

 

$

11,203

 

$

1,305,595

 

 



 

MFNC and FFNM

Pro Forma Condensed Statement of Operations for the three months ended

March 31, 2018

 

 

 

Mackinac

 

First Federal

 

 

 

Pro Forma

 

 

 

3/31/2018

 

3/31/2018

 

Pro Forma

 

3/31/2018

 

 

 

(as reported)

 

(as reported)

 

Adjustments

 

Combined

 

Interest income

 

$

11,055

 

$

1,016

 

$

 

 

$

12,071

 

Accretion of performing loan credit mark

 

 

 

$

250

 (1)

250

 

Total interest income

 

11,055

 

1,016

 

250

 

12,321

 

Interest expense

 

1,746

 

98

 

(50

) (2)

1,794

 

Net interest income

 

9,309

 

918

 

300

 

10,527

 

Provision for loan losses

 

50

 

(69

)

 

 

(19

)

Net interest income after provision

 

9,259

 

987

 

300

 

10,546

 

Noninterest income

 

614

 

119

 

 

733

 

Noninterest expense

 

7,928

 

826

 

2,026

 (3)

10,780

 

Amortization of deposit based intangible

 

 

 

268

 (4)

268

 

Total noninterest expense

 

7,928

 

826

 

2,294

 

11,048

 

Income before taxes

 

1,945

 

280

 

(1,994

)

231

 

Federal income taxes

 

408

 

58

 

(419

) (5)

47

 

Net Income

 

$

1,537

 

$

222

 

$

(1,575

)

$

184

 

Shares outstanding at end of period

 

6,332,560

 

3,726,925

 

2,146,378

 (6)

8,478,938

 

Weighted average common shares outstanding

 

6,304,203

 

3,726,925

 

2,146,378

 (6)

8,450,581

 

Weighted average fully diluted common shares outstanding

 

6,330,210

 

3,726,925

 

2,146,378

 (6)

8,476,588

 

Basic earnings per share

 

$

0.24

 

$

0.06

 

 

 

$

0.02

 

Diluted earnings per share

 

$

0.24

 

$

0.06

 

 

 

$

0.02

 

 



 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

Note A—Basis of Presentation

 

The condensed consolidated financial information and explanatory notes show the impact on the historical financial condition and results of operations of Mackinac resulting from the First Federal acquisition under the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities of First Federal will be recorded by Mackinac at fair value as of May 18, 2018, the date on which the merger was completed. The condensed consolidated balance sheet combines the historical financial information of Mackinac and First Federal as of March 31, 2018, and assumes that the Merger was completed on that date. The condensed consolidated statements of operations for the three month period ended March 31, 2018 gives effect to the merger as if the transaction had become effective on January 1, 2018.

 

Since the transaction is recorded using the acquisition method of accounting, all loans are recorded at fair value, including adjustments for credit quality, and no allowance for credit losses is carried over to Mackinac’s balance sheet. In addition, certain nonrecurring costs of Mackinac associated with the pending Merger such as severance, professional fees, legal fees and conversion-related expenditures were expensed as incurred, however such expenses are reflected in the unaudited pro forma combined condensed consolidated statements of operations.

 

Note B—Merger and Acquisition Integration Costs

 

In connection with the pending Merger, the plan to integrate the operations of First Federal is still ongoing. The specific details of the plan to integrate the operations of First Federal will continue to be refined over the next several months, and will include assessing personnel, benefit plans, premises, equipment and service contracts to determine where Mackinac may take advantage of redundancies. Certain decisions arising from these assessments may involve involuntary termination of employees, vacating leased premises, changing information systems, canceling contracts with certain service providers, selling or otherwise disposing of certain premises, furniture and equipment, and re-assessing a possible deferred tax asset valuation allowance from a potential change in control for tax purposes. Mackinac also has incurred merger-related costs including professional fees, legal fees, system conversion costs and costs related to communications with customers and others, which are generally recognized when incurred.  Such costs were considered and included in the accompanying unaudited pro forma combined condensed consolidated statements of operations.

 

Note C—Estimated Annual Cost Savings

 

Mackinac expects to realize cost savings from the merger. These cost savings are not reflected in the unaudited pro forma condensed consolidated financial information. While any costs savings achieved would have a positive effect on the condensed consolidated financial information, there can be no assurance they will be achieved.

 

Note D—Pro Forma Adjustments

 

The following pro forma adjustments have been reflected in the unaudited pro forma combined condensed consolidated financial information. All adjustments are based on current assumptions and valuations, which are subject to change.

 

Adjustments to Balance Sheet

 

(a)         Adjustments to record elimination of FASB 91 fees and costs.

 

(b)          Represents preliminary purchase accounting marks to both impaired and non-impaired loans.

 

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(c)          The allowance for loan losses is adjusted to reflect the reversal of FFNM’s recorded allowance for loan losses. Purchased loans acquired in a business combination are required to be recorded at fair value, and the recorded allowance for loan losses may not be carried over.

 

(d)         Based on Mackinac’s initial evaluation of premises and equipment, a fair value adjustment is made to the carrying value of such assets in the amount of $88 thousand.

 

(e)          Fair value adjustment to the net book value of other real estate owned by FFNM is $.282 million based on Mackinac’s initial evaluation of the portfolio.

 

(f)            Based on Mackinac’s initial evaluation of core deposits, the identified estimated core deposit intangible of $2.729 will be amortized on a straight-line basis over an estimated useful life of ten years. The amortization expense associated with the core deposit intangible will result in an increase to noninterest expense of $.273 million on an annual basis. The previous core deposit intangible of $.579 million on the balance sheet of FFNM will be eliminated in purchase accounting.

 

(g)          Goodwill of $15.326 million is generated as a result of the total purchase price and net assets acquired. The adjustment has no impact on the Pro Forma Condensed Consolidated Income Statements.

 

(h)         The net adjustment of $.503 million reflects deferred taxes associated with the adjustments to record the assets and liabilities of FFNM at fair value using Mackinac’s statutory rate of 21%.

 

(i)             Common stock and additional paid in capital and retained earnings was adjusted to reverse FFNM’s historical shareholders’ equity balances to reflect the consideration paid in the acquisition.  The adjustment has no impact on the Pro Forma Combined Condensed Consolidated Statements of Income.

 

(j)    To record resulting increase in equity garnered in the acquisition.

 

(k)         Accumulated other comprehensive income of FFNM is eliminated to reflect the consideration to be paid.

 

(l)             Represents deferred tax liability created from bank-owned life insurance policy.

 

(m)     To record purchase accounting mark to market of FFNM investment portfolio.

 

(n)         To record cash retained at FFNM upon closing of transaction.

 

Adjustments to Condensed Consolidated Statement of Operations

 

(1)         The impact of the accretion of the performing purchase accounting mark is an increase to income by approximately $.250 million.

 

(2)         Reflects the reduction in interest expense resulting from the decrease in brokered deposits after the closing of the transaction.

 

(3)         Reflects the transaction expenses recognized in the merger.

 

(4)         The amortization expense associated with the core deposit intangible will result in an increase to noninterest expense of $.268 million on an annual basis.

 

(5)         Reflects the tax effect of the adjustments noted in items (1)-(4) above.

 

(6)         Basic and weighted shares outstanding were adjusted to reverse FFNM’s basic shares outstanding and to record shares of Mackinac’s common stock issued to effect the transaction.

 

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