EX-99.2 4 ex_375786.htm EXHIBIT 99.2 ex_375786.htm

 

Exhibit 99.2

 


 

Unaudited Pro Forma Condensed Combined Financial Information

 

The following unaudited pro forma condensed combined financial information of Stock Yards Bancorp, Inc. (“Stock Yards”) and Commonwealth Bancshares, Inc. (“Commonwealth”) present the pro forma combined financial position of Stock Yards giving effect to its merger with Commonwealth (the “Merger”) using the acquisition method of accounting with Stock Yards treated as the accounting acquirer. Specifically, the unaudited pro forma condensed combined balance sheet as of December 31, 2021 combines the historical consolidated balance sheets of Stock Yards and Commonwealth as of such date and includes adjustments that depict the accounting for the Merger required by GAAP (“pro forma balance sheet merger accounting adjustments”) as of December 31, 2021. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2021 combines the historical consolidated statements of income of Stock Yards and Commonwealth for the same periods and includes adjustments that depict the effects of the pro forma adjustments assuming those adjustments were made as of January 1, 2021 (“pro forma income statement merger accounting adjustments”). We refer to the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of income collectively as “Unaudited Pro Forma Financial Information.” Also, we refer to pro forma balance sheet merger accounting adjustments and pro forma income statement merger accounting adjustments collectively as “Merger Accounting Adjustments.”

 

The Unaudited Pro Forma Financial Information is presented for illustrative purposes only and is not necessarily indicative of the results that might have occurred had the Merger taken place on January 1, 2021, for statement of income purposes and on December 31, 2021, for balance sheet purposes. Historical results for any prior period are not necessarily indicative of results to be expected in any future period and should not be assumed to be an indication of the actual results that would have been achieved had the Merger been completed as of the dates indicated or that may be achieved in the future.

 

The following Unaudited Pro Forma Financial Information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of Stock Yards and the related notes included in Stock Yard’s Annual Report on Form 10-K for the year ended December 31, 2021, and (ii) the historical audited consolidated financial statements of Commonwealth and the related notes included in Exhibit 99.1 of this Current Report on Form 8-K/A.

 

The Unaudited Pro Forma Financial Information has been prepared by Stock Yards in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the Securities and Exchange Commission on May 21, 2020.

 

The Merger was completed on March 7, 2022.  As a result of the Merger, each outstanding share of Commonwealth common stock was cancelled and converted into the right to receive 0.9267 shares of Stock Yards common stock and $11.20 in cash for each share of Commonwealth common stock.  Stock Yards issued 2,564,175 shares of its common stock as merger consideration. See Note 2- Preliminary Purchase Price Allocation for further information regarding the merger consideration which includes consideration for common stock, other cash consideration, and cash in lieu of fractional shares.

 


 

 

 


 

Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2021

 

                       

Transaction

     

Pro Forma

 
   

Historical

     

Historical

     

Accounting

     

Stock Yards &

 

(in thousands)

 

Stock Yards

     

Commonwealth

     

Adjustments

     

Commonwealth

 

Assets:

                                     

Cash and cash equivalents

  $ 961,192       $ 314,295       $ (30,994 )

a

  $ 1,244,493  

Available for sale debt securities

    1,180,298         263,985         (416 )

b

    1,443,867  

Federal Home Loan Bank stock, at cost

    9,376         4,436                 13,812  

Mortgage loans held for sale

    8,614         2,539                 11,153  

Loans

    4,169,303         679,635         (13,147 )

c

    4,835,791  

Allowance for credit losses on loans

    (53,898 )

d

    (16,147 )

e

    1,768  

f

    (68,277 )

Net loans

    4,115,405         663,488         (11,379 )       4,767,514  

Premises and equipment, net

    76,894         29,111         4,009  

g

    110,014  

Bank owned life insurance

    53,073                         53,073  

Accrued interest receivable

    13,745         2,557                 16,302  

Core deposit and customer list intangibles

    5,596                 27,084  

h

    32,680  

Mortgage servicing rights

    4,528         9,752         3,289  

i

    17,569  

Goodwill

    135,830         5,529         54,722  

j

    196,081  

Other assets

    81,474         11,397         (3,862 )

k

    89,009  

Total assets

  $ 6,646,025       $ 1,307,089       $ 42,453       $ 7,995,567  
                                       

Liabilities:

                                     

Deposits:

                                     

Non-interest bearing demand

  $ 1,755,754       $ 294,306       $ -       $ 2,050,060  

Interest-bearing

    4,031,760         709,665         371  

l

    4,741,796  

Total deposits

    5,787,514         1,003,971         371         6,791,856  

Securities sold under agreements to repurchase

    75,466         154,295                 229,761  

Federal Home Loan Bank advances

            6,000                 6,000  

Federal funds purchased

    10,374                         10,374  

Subordinated note

            26,806         (794 )

m

    26,012  

Line of credit

            3,255                 3,255  

Accrued interest payable

    300         87                 387  

Other liabilities

    96,502         17,334         20,337  

n

    134,173  
                                       

Total liabilities

    5,970,156         1,211,748         19,914         7,201,818  

Stockholders' Equity:

                                     

Common stock

    49,501         24,940         (16,401 )

o

    58,040  

Additional paid-in capital

    243,107                 125,286  

p

    368,393  

Retained Earnings

    391,201         64,831         (83,870 )

q

    372,162  

Accumulated other comprehensive income

    (7,940 )       3,406         (3,406 )

r

    (7,940 )

Total stockholders' equity

    675,869         93,177         21,609         790,655  

Non-controlling interest

            2,164         930  

s

    3,094  

Total equity

    675,869         95,341         22,539         793,749  

Total liabilities and stockholders' equity

  $ 6,646,025       $ 1,307,089       $ 42,453       $ 7,995,567  

 

See accompanying notes to unaudited pro forma condensed combined financial statements.

 


 

 

 


 

Unaudited Pro Forma Condensed Combined Income Statement

For the Years Ended December 31, 2021

 

                       

Transaction

     

Pro Forma

 
   

Historical

     

Historical

     

Accounting

     

Stock Yards &

 

(in thousands, except per share data)

 

Stock Yards

     

Commonwealth

     

Adjustments

     

Commonwealth

 

Interest income:

                                     

Loans, including fees

  $ 164,073       $ 32,288       $ 4,299  

a

  $ 200,660  

Federal funds sold and interest bearing due from banks

    645         258                 903  

Mortgage loans held for sale

    249         585                 834  

Federal Home Loan Bank stock

    262         93                 355  

Securities available for sale

                                  -  

Taxable

    11,575         1,242         (208 )

b

    12,609  

Tax-exempt

    272         1,978                 2,250  

Total interest income

    177,076         36,444         4,091         217,611  

Interest expense:

                                     

Deposits

    5,627         2,662         (372 )

c

    7,917  

Securities sold under agreements to repurchase

    24         205                 229  

Federal funds purchased and other short-term borrowings

    14                         14  

Federal Home Loan Bank advances and other long-term borrowings

    337         247                 584  

Subordinated debentures

            662         396  

d

    1,058  

Total interest expense

    6,002         3,776         24         9,802  

Net interest income

    171,074         32,668         4,067         207,809  

Provision for credit losses under CECL framework

    (753 )

e

            4,429  

f

    3,676  

Provision for loan losses under incurred loss framework

            300  

e

            300  

Net interest income after provision

    171,827         32,368         (362 )       203,833  

Non-interest income:

                                     

Wealth management and trust services

    27,613         14,106                 41,719  

Deposit service charges

    5,852         1,022                 6,874  

Debit and credit card income

    13,456         2,594                 16,050  

Treasury management fees

    6,912         254                 7,166  

Mortgage banking income

    4,724         19,089         (528 )

g

    23,285  

Net investment product sales commissions and fees

    2,553         591                 3,144  

Bank owned life insurance

    914                         914  

Net gains on sales of securities

            16                 16  

Realized gain on equity securities

            10,393                 10,393  

Other

    3,826         970                 4,796  

Total non-interest income

    65,850         49,035         (528 )       114,357  

Non-interest expenses:

                                     

Compensation

    63,034         34,962                 97,996  

Employee benefits

    13,479         3,599                 17,078  

Net occupancy and equipment

    9,688         2,945         (55 )

h

    12,578  

Technology and communication

    11,145         5,761                 16,906  

Debit and credit card processing

    4,494         968                 5,462  

Marketing and business development

    4,150         1,226                 5,376  

Postage, printing and supplies

    2,213         107                 2,320  

Legal and professional

    2,583         2,408                 4,991  

FDIC insurance

    1,847         564                 2,411  

Amortization of investments in tax credit partnerships

    367         640                 1,007  

Capital and deposit based taxes

    2,090         377                 2,467  

Intangible amortization

    769         706         4,522  

i

    5,997  

Merger-related expenses

    19,025                 24,100  

j

    43,125  

Other

    7,396         3,983                 11,379  

Total non-interest expenses

    142,280         58,246         28,567         229,093  

Income before income tax expense

    95,397         23,157         (29,457 )       89,097  

Income tax expense

    20,752         -         (1,449 )

k

    19,303  

Net income

    74,645         23,157         (28,008 )       69,794  

Less: Net income attributable to non-controlling interest

    -         362                 362  

Net income attributable to shareholders

  $ 74,645       $ 22,795       $ (28,008 )     $ 69,432  

Pro Forma Combined Per Share Data (1)

                                     

Weighted average outstanding shares:

                                     

Basic

    24,898         2,767         (203 )

l

    27,462  

Diluted

    25,156         2,767         (203 )

l

    27,720  

Net income per share - basic

  $ 3.00       $ 8.24                 $ 2.53  

Net income per share - diluted

  $ 2.97       $ 8.24                 $ 2.50  

 

See accompanying notes to unaudited pro forma condensed combined financial statements.

 


 

 

 


 

 

(1)

The pro forma combined earnings per share amounts were calculated by totaling the historical earnings of Stock Yards and Commonwealth, adjusted for the merger accounting adjustments, and dividing the resulting amount by the average pro forma shares of Stock Yards and Commonwealth, giving effect to the number of Stock Yards common shares issued in the Merger as if such shares were issued as of the beginning of period presented. The Stock Yards common stock issued in the Merger is based on the fixed exchange ratio of 0.9267 shares of Stock Yards common stock for each share of Commonwealth common stock.

 

 

Note 1. Basis of Presentation

 

The Unaudited Pro Forma Financial Information and explanatory notes have been prepared to illustrate the effects of the Merger under the acquisition method of accounting with Stock Yards treated as the accounting acquirer. Under the acquisition method of accounting, Stock Yards generally records the acquired assets and assumed liabilities at their respective fair values. Goodwill is recorded if the purchase price consideration exceeds the fair value of the net assets acquired. Conversely, a gain on acquisition is recorded if the purchase price consideration is less than the fair value of the net assets acquired. The Unaudited Pro Forma Financial Information is presented for illustrative purposes only and is not necessarily indicative of the results that might have occurred had the Merger taken place on January 1, 2021, for statement of income purposes and on December 31, 2021, for balance sheet purposes.

 

The Merger, which closed on March 7, 2022, provided for Commonwealth shareholders to receive 0.9267 shares of Stock Yards common stock and $11.20 in cash for each share of Commonwealth common stock held immediately prior to the Merger closing, plus cash in lieu of any fractional shares. Based on the closing trading price of Stock Yards common stock on the Nasdaq Global Select Market (“Nasdaq”) on March 7, 2022, the value of the Merger consideration per share of Commonwealth common stock was $59.56. The aggregate amount of consideration, inclusive of consideration for common stock, other cash consideration, and cash in lieu of fractional shares was approximately $168 million.

 

 

 

Note 2. Preliminary Purchase Price Allocation for Commonwealth

 

The Merger Accounting Adjustments reflect the estimated accounting impacts of the Merger, including allocation of the purchase price. The estimates in the Merger Accounting Adjustments are based on available information and certain assumptions considered reasonable and may be subject to change as additional information becomes available.

 

The Merger Accounting Adjustments include core deposit and customer list intangibles of approximately $27.1 million resulting from the Merger. The Merger Accounting Adjustments assume that the intangibles will amortize over an estimated ten and 12 year average life, respectively.

 

Based on the closing trading price of Stock Yards common stock on the NASDAQ on March 7, 2022, the preliminary purchase price allocation resulted in Goodwill of approximately $60.3 million.

 


 

 

 

 


 

The preliminary purchase price allocation is as follows:

 

(in thousands, except per share data)

       

Pro Forma Purchase Price Allocation

       

Common Share Consideration:

       

Shares of Commonwealth

    2,767  

Exchange ratio

    0.9267  

Stock Yards shares to be issued

    2,564  

Price per share of Stock Yards common stock on March 7, 2022

  $ 52.19  

Consideration for common stock

  $ 133,825  

Cash consideration

    30,994  

Non-controlling interest of acquired entity

    3,094  

Total pro forma purchase price consideration

  $ 167,913  
         

Pro Forma Goodwill

       

Fair value of assets acquired:

       

Cash and cash equivalents

  $ 314,295  

Available for sale debt securities

    263,569  

Federal Home Loan Bank stock, at cost

    4,436  

Mortgage loans held for sale

    2,539  

Loans, net

    652,109  

Premises and equipment

    33,120  

Core deposit intangible

    12,724  

Customer list intangibles

    14,360  

Mortgage servicing rights

    13,041  

Other assets

    10,093  

Total assets acquired

  $ 1,320,286  
         

Fair value of liabilities assumed:

       

Deposits

  $ 1,004,342  

Securities sold under agreements to repurchase

    154,295  

Federal Home Loan Bank advances

    6,000  

Subordinated note

    26,012  

Line of credit

    3,255  

Other liabilities

    18,720  

Total liabilities assumed

  $ 1,212,624  

Net assets acquired

    107,662  

Pro forma goodwill

  $ 60,251  

 


 

 

 


 

Note 3. Merger Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

 

The following Merger Accounting Adjustments have been reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet. All taxable adjustments were calculated using a 23% tax rate, which represents the blended statutory rate, to arrive at deferred tax asset or liability adjustments. All adjustments are based on preliminary assumptions and valuations, which are subject to change.

 

(a)

Adjustment to cash and cash equivalents to reflect the cash portion of consideration to be paid to Commonwealth shareholders.

 

(b)

Adjustments to reflect estimated fair value of acquired available for sale debt securities associated with changes in interest rates.

 

(c)

Adjustments to loans to reflect estimated fair value adjustments. The net adjustment includes the following:

 

(in thousands)

 

December 31, 2021

 
         

Estimate of fair value - acquired non PCD loans

  $ (9,216 )

Estimate of fair value - acquired PCD loans

    (14,044 )

Eliminate unrecognized loan fees on acquired loans and fair value hedge

    163  

Net fair value pro forma adjustments

    (23,097 )
         

Gross up of PCD loans

    9,950  

Cumulative pro forma adjustment to loans

  $ (13,147 )

 

(d)

On January 1, 2020, Stock Yards adopted ASU 2016-13 “Financial Instruments Credit Losses (Topic 326), which required that loans held for investment be accounted for under the CECL framework. As such, Stock Yard’s allowance for credit losses is presented under the CECL framework.

 

(e)

In accordance with ASU 2016-13 “Financial Instruments Credit Losses (Topic 326), Commonwealth was not required to adopt CECL as of January 1, 2020. As such, Commonwealth’s allowance for loan losses is presented under the incurred loss framework.

 

(f)

Under the incurred loss framework used by Commonwealth, the merger adjustment represents the reversal of the Commonwealth allowance for loan losses of $16.1 million, as purchased loans acquired in a business combination are recorded at fair value and the recorded allowance of the acquired company is not carried over. In addition, loans with evidence of credit deterioration were adjusted for estimated losses in the amount of $10.0 million, which represented a credit mark of approximately 1.46% on Commonwealth’s outstanding loan portfolio. Under the CECL framework, this adjustment is reflected as a gross up to both loans and the allowance for credit losses. In addition, CECL requires an additional allowance for non-PCD loans which will be recognized through the income statement of the combined company following the closing of the merger. As such the financial statements of the resulting company will differ from the analysis presented above.

 

(in thousands)

 

December 31, 2021

 
         

Reversal of historical Commonweatlh allowance for loan losses

  $ 16,147  

Estimate of lifetime credit losses for PCD loans

    (9,950 )

Estimate of lifetime credit losses for non-PCD loans

    (4,429 )

Net change in allowance for credit losses

  $ 1,768  

 

(g)

Adjustment to premises and equipment to reflect the estimated fair value of acquired premises and equipment and right of use leased assets.

 


 

 

 


 

(h)

Adjustments to record core deposit and customer list intangibles related to the acquisition.

 

(i)

Adjustment to reflect the estimated fair value of mortgage servicing rights.

 

(j)

Adjustments to eliminate the historical Commonwealth goodwill of $5.5 million at the closing date and record estimated goodwill associated with the acquisition. See Note 2 Preliminary Purchase Price Allocation for additional detail.

 

(k)

Reflects adjustments to net deferred tax assets associated with the effects of the purchase accounting adjustments and adjustments to other and prepaid assets to reflect estimated fair value.

 

(l)

Adjustment to deposits to reflect the estimated fair value of time deposits based on analysis of current market interest rates and maturity dates.

 

(m)

Adjustment to reflect the estimated fair value of subordinated debentures for differences in interest rates, which based on analysis of current market interest rates and maturity dates.

 

(n)

Adjustments to other liabilities for the following:

 

(in thousands)

 

December 31, 2021

 
         

Estimate of Commonwealth's operating lease liability

  $ 1,729  

Miscellaneous accrual adjustments

    (931 )

Estimate of Commonwealth's reserve for unfunded loan commitments under CECL

    500  

Accrued merger-related transactions costs (tax effected)

    19,039  

Net other liabilities adjustments

  $ 20,337  

 

(o)

Adjustments to common stock for the following.

 

(in thousands)

 

December 31, 2021

 
         

Eliminate Commonwealth's common stock

  $ (24,940 )

Preliminary consideration for common stock

    8,539  

Cumulative pro forma adjustment to common stock

  $ (16,401 )

 

(p)

Adjustment to additional paid in capital to reflect consideration for common stock.

 

(q)

Adjustments to retained earnings for the following:

 

(in thousands)

 

December 31, 2021

 
         

Eliminate Commonweatlh's retained earnings

  $ (64,831 )

Accrual of Stock Yards Bancorp tax effected merger-related transaction costs

    (19,039 )

Cumulative pro forma adjustment to retained earnings

  $ (83,870 )

 

(r)

Adjustment to eliminate Commonwealth’s accumulated other comprehensive income.

 


 

 

 


 

(s)

Adjustments to non-controlling interest for the following:

 

(in thousands)

 

December 31, 2021

 
         

Eliminate Commonweatlh's non-controlling interest

  $ (2,164 )

Non-conrolling interest of acquired entity

    3,094  

Cumulative pro forma adjustment to non-controlling interest

  $ 930  

 

 

 

Merger Accounting Adjustments to the Unaudited Condensed Combined Income Statement

 

 

The following Merger Accounting Adjustments have been reflected in the Unaudited Pro Forma Condensed Combined Income Statements. All taxable adjustments were calculated using a 23% tax rate, which represents the blended statutory rate, to arrive at deferred tax asset or liability adjustments. All adjustments are based on preliminary assumptions and valuations, which are subject to change.

 

(a)

Net adjustment to loan interest income to recognize estimated accretion from the loan interest rate marks attributable to recording the Commonwealth loans at fair value as of the merger date. The premium amortization is expected to be recognized over 35 months.

 

(b)

Adjustment to investment securities to reflect estimated fair value of acquired securities related to changes in interest rates over 24 months.

 

(c)

Adjustment to deposit interest expense to reflect amortization of deposit fair value adjustment to Commonwealth’s time deposits over 10 months.

 

(d)

Adjustment to subordinated debentures interest expense to reflect the amortization of fair value adjustments of Commonwealth’s borrowing over 24 months.

 

(e)

On January 1, 2020, Stock Yards adopted ASU 2016-13 “Financial Instruments  Credit Losses (Topic 326), which requires that loans held for investment be accounted for under the CECL framework. In accordance with ASU 2016-13 “Financial Instruments  Credit Losses (Topic 326), Commonwealth was not required to adopt CECL as of January 1, 2020. Provision for loan losses for Commonwealth represents the expense under the incurred loss framework.

 

(f)

Adjustment to provision for credit losses to the record the estimated lifetime credit losses on Commonwealth’s non-PCD loans.

 

(g)

Adjustment to mortgage banking income to reflect the amortization of fair value adjustments of Commonwealth’s mortgage servicing rights over 75 months.

 

(h)

Adjustment to net occupancy and equipment expense to reflect the net reduction of depreciation expense as a result of estimated fair value on acquired property and equipment. Depreciation expense was calculated on a straight-line method utilizing estimated lives of 39 and 5 years, respectively.

 

(i)

Net adjustment to core deposit intangible amortization to record Commonwealth’s core deposit intangible and customer list amortization expense related to the acquisition. These intangible assets will be amortized using the sum-of-the-years-digits method between ten and 12 years.

 

(j)

Adjustment to reflect combined pre-tax merger-related merger costs.

 

(k)

Adjustment to income tax expense to record the income tax effects of pro forma merger accounting adjustments at the estimated blended combined statutory federal and statutory rate of 23%. Also includes the income tax effect of historical Commonwealth’s year to date 2021 earnings, as Commonwealth elected to be taxed under Subchapter S of the Internal Revenue Code, with taxable income of the corporation being passed through to its individual shareholders.

 


 

 

 


 

(l)

Adjustments to weighted-average shares of Stock Yards common stock outstanding to eliminate weighted-average shares of Commonwealth’s common stock outstanding and record shares of Stock Yards common stock outstanding, calculated using an exchange ratio of 0.9267 per share for all shares and payment of the cash portion of the aggregate merger consideration.

 

Year Ended December 31, (shares in thousands)

 

2021

 
         

Basic:

       

Eliminate Commonwealth's outstanding shares

    (2,767 )

Stock Yards Bancorp shares issued

    2,564  

Merger adjustment

    (203 )
         

Diluted:

       

Eliminate Commonwealth's outstanding shares

    (2,767 )

Stock Yards Bancorp shares issued

    2,564  

Merger adjustment

    (203 )