Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
STATEMENT OF INCOME
HUNTINGTON BANCSHARES INCORPORATED AND SKY FINANCIAL
GROUP, INC.
The following Unaudited Pro Forma Condensed Combined Consolidated Statement of Income for the year
ended December 31, 2007, combines the historical consolidated statements of income of Huntington
Bancshares Incorporated and its subsidiaries (Huntington) and Sky Financial Group, Inc. and its
subsidiaries (Sky Financial). This statement and the accompanying notes, give effect to the merger
as if the merger had become effective January 1, 2007, as an acquisition by Huntington of Sky
Financial using the purchase method of accounting. Under this method of accounting, Huntington
recorded the assets and liabilities of Sky Financial at their estimated fair market values as of
July 1, 2007, the date the merger was completed.
The Unaudited Pro Forma Condensed Combined Consolidated Financial Statement included herein is
presented for informational purposes only. This information includes various estimates and may not
necessarily be indicative of the results of operations that would have occurred if the merger had
been consummated on that date or at the beginning of the period indicated or which may be attained
in the future. The unaudited pro forma condensed combined consolidated statements of income and
accompanying notes should be read in conjunction with and are qualified in their entirety by
reference to the historical financial statements and related notes thereto of Huntington and Sky
Financial, such information and notes thereto incorporated by reference herein.
The historical consolidated statements of income for the year ended December 31, 2007 of Huntington
and its subsidiaries and for the six months ended June 30, 2007 of Sky Financial and its
subsidiaries include a number of items that impacted the respective results for each company,
including:
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Huntingtons performance included a $423.6 million ($275.4 million after-tax, or $0.91
per common share) negative impact related to our Franklin Credit Management Corporation
(Franklin) relationship acquired in the Sky Financial acquisition. On December 28, 2007,
the loans associated with Franklin were restructured, resulting in a $405.8 million
provision for credit losses and a $17.9 million reduction of net interest income. The net
interest income reduction reflected the placement of the Franklin loans on nonaccrual
status from November 16, 2007, until December 28, 2007. |
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Huntington reported net market related losses of $95.4 million ($62.0 million after
tax, or $0.20 per common share). Net market related losses include: gains and losses from
public equity investing included in other non-interest income, net securities gains and
losses, net gains and losses from the sale of loans held for sale, and the impact from the
extinguishment of debt. It also includes the net impact of mortgage servicing rights and
related hedging activity. |
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Huntington also reported increased non-interest expense items because of costs incurred
as part of the merger integration activities, most notably retention bonuses, outside
programming services related to systems conversions, occupancy expenses, and marketing
related to customer retention initiatives. These net merger costs were $85.1 million
($55.3 million after tax, or $0.18 per common share). |
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Huntingtons performance also included an accrual of $24.9 million ($16.2 million
after-tax, or $0.05 per common share) for estimated indemnification losses arising from
third-party litigation against Visa®. Management expects that the value of our future
ownership in Visa®, currently not reflected in the financial statements, will ultimately
more than offset this accrual. However, no assurance can be given that the proceeds
received, if any, resulting from this future ownership would be sufficient to cover the
accrued indemnity liabilities. |
-1-
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In anticipation of the merger, Sky Financial sold certain investment securities during
the second quarter of 2007, resulting in a realized loss of $72.4 million. |
We anticipate that the merger will provide the combined company with financial benefits that
include reduced operating expenses. The pro forma information, while helpful in illustrating the
financial characteristics of the combined company under one set of assumptions, does not reflect
the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly,
does not attempt to predict or suggest future results. It also does not necessarily reflect what
the historical results of the combined company would have been had our companies been combined
during these periods.
-2-
HUNTINGTON BANCSHARES INCORPORATED AND SKY FINANCIAL GROUP, INC.
Unaudited Pro Forma Condensed Combined Consolidated Statement of Income
For the year ended December 31, 2007
(in thousands except number of shares)
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Huntington |
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Sky |
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Pro Forma |
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Pro Forma |
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Historical(1) |
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Historical(2) |
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Adjustments |
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Combined |
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Interest income: |
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Interest and fee income on loans (See Note 2) |
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$ |
2,394,012 |
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$ |
490,540 |
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$ |
22,038 |
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$ |
2,906,590 |
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Interest and fee income on securities (See Note 2) |
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248,797 |
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73,376 |
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5,475 |
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327,648 |
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Other interest income |
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100,154 |
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2,682 |
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102,836 |
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Total interest income |
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2,742,963 |
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566,598 |
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27,513 |
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3,337,074 |
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Interest expense: |
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Interest expense on deposits (See Note 2) |
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1,026,388 |
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212,613 |
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(3,137 |
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1,235,864 |
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Interest expense on borrowings (See Note 2) |
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415,063 |
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64,152 |
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7,387 |
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486,602 |
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Total interest expense |
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1,441,451 |
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276,765 |
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4,250 |
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1,722,466 |
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Net interest income |
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1,301,512 |
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289,833 |
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23,263 |
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1,614,608 |
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Provision for credit losses |
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643,628 |
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39,524 |
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683,152 |
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Net interest income after provision for credit losses |
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657,884 |
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250,309 |
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23,263 |
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931,456 |
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Service charges on deposit accounts |
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254,193 |
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43,639 |
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297,832 |
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Trust services |
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121,418 |
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14,017 |
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135,435 |
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Brokerage and insurance income |
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92,375 |
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34,609 |
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126,984 |
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Other service charges and fees |
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71,067 |
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11,600 |
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82,667 |
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Bank owned life insurance income |
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49,855 |
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3,613 |
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53,468 |
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Mortgage banking income |
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29,804 |
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12,697 |
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42,501 |
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Securities losses |
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(29,738 |
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(71,818 |
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(101,556 |
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Other income |
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87,629 |
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23,263 |
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110,892 |
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Total non-interest income |
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676,603 |
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71,620 |
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748,223 |
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Personnel costs |
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686,828 |
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147,928 |
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834,756 |
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Outside data processing and other services |
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127,245 |
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24,524 |
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151,769 |
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Net occupancy |
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99,373 |
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19,427 |
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118,800 |
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Equipment |
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81,482 |
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9,597 |
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91,079 |
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Amortization of intangibles (See Note 2) |
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45,151 |
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9,015 |
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23,947 |
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78,113 |
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Marketing |
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46,043 |
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8,722 |
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54,765 |
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Professional services |
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40,320 |
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6,914 |
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47,234 |
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Telecommunications |
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24,502 |
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4,448 |
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28,950 |
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Printing and supplies |
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18,251 |
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2,747 |
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20,998 |
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Other expense |
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142,649 |
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38,761 |
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181,410 |
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Total non-interest expense |
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1,311,844 |
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272,083 |
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23,947 |
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1,607,874 |
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Income from continuing operations before income taxes |
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22,643 |
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49,846 |
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(684 |
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71,805 |
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(Benefit) provision for income taxes |
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(52,526 |
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16,322 |
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(239 |
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(36,443 |
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Earnings from continuing operations |
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$ |
75,169 |
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$ |
33,524 |
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$ |
(445 |
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$ |
108,248 |
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Average common shares basic |
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300,908 |
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117,522 |
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365,727 |
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Average common shares diluted |
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303,455 |
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118,463 |
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367,859 |
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Per common share |
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Net income basic |
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$ |
0.25 |
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$ |
0.29 |
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$ |
0.30 |
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Net income diluted |
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0.25 |
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0.28 |
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0.29 |
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(1) Huntington Historical amounts are for the year ended December 31, 2007, and include Sky Financials results of operations since July 1, 2007.
(2) Sky Historical amounts are for the six-months ended June 30, 2007.
-3-
HUNTINGTON BANCSHARES INCORPORATED AND SKY FINANCIAL GROUP, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 2007
Note 1. Basis of Presentation
The merger was accounted for as an acquisition by Huntington of Sky Financial using the purchase
method of accounting and, accordingly, the assets and liabilities of Sky Financial were recorded at
their respective fair values on the date the merger was completed. The merger was effected by the
issuance of Huntington $0.01 par value common stock to Sky Financial shareholders. Each share of
Sky Financial common stock was exchanged for 1.098 shares of Huntington common stock plus cash
consideration of $3.023. The shares of Huntington common stock issued to effect the merger were
recorded at $23.85 per share. This amount was determined by averaging the closing price of shares
of Huntington common stock over a five-day period beginning two days before the date the merger was
announced and ending two days after the date the merger was announced. The pro forma adjustments
included herein are subject to change as additional information becomes available and as additional
analyses are performed.
The pro forma financial information for the merger is included only for the year ended December 31,
2007. The combined pro forma income statement for the year ended December 31, 2007, includes
Huntingtons historical results of operations for all twelve months, and Sky Financial results of
operations for the six-months ended June 30, 2007.
The unaudited pro forma information is not necessarily indicative of the results of
operations that would have resulted had the merger been completed at the beginning
of the applicable period presented, nor is it necessarily indicative of the results of operations
in future periods.
Certain reclassifications have been made to the income statement of Sky Financial to conform to
Huntingtons presentation.
Note 2. Pro Forma Statement of Income
The pro forma condensed combined consolidated statement of income for the year ended December 31,
2007, included adjustments for the accretion / amortization of fair value adjustments made to
loans, securities, interest-bearing deposits and long-term borrowings. They also include an
adjustment for the amortization of the estimated identifiable intangible assets. The amortization
or accretion of the purchase accounting adjustments made to securities, loans, interest-bearing
deposits, and long-term borrowings is based on the weighted average maturities, using the interest
method for recognition. The amortization of identifiable intangible assets was estimated using a
10 to 16 year, sum-of-the-years digits method. Using this method, amortization is expected to be
$67.4 million in the first year, $62.3 million in the second year, $55.2 million in the third year,
$48.7 million in the fourth year, $42.9 million in the fifth year and $20.0 million thereafter.
The adjustment for pro forma amortization expense for the year ended December 31, 2007, includes
$67.4 million of new amortization expense less $34.5 million, which represents the amount of
amortization related to Sky Financials intangibles recorded by Huntington during the second half
of 2007, less Sky Financials historical amortization expense of $9.0 million. We are in the
process of preparing valuations of acquired branches and operating facilities and will make
adjustments upon completion of the valuation process.
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Estimated |
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Estimated |
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Estimated |
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six month |
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Adjustment |
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Weighted |
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Increase/ |
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for Fair |
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Average |
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(Decrease) |
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Value |
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Life (in years) |
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to income |
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Accretion/amortization of fair value adjustments |
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Loans |
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$ |
119,005 |
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2.7 |
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$ |
22,038 |
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Securities |
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32,850 |
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3.0 |
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5,475 |
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Deposits |
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(12,549 |
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0.7 |
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(3,137 |
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Borrowings |
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12,955 |
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7.0 |
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926 |
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Total accretion/amortization of fair value adjustments |
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$ |
25,302 |
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The estimated restructuring and merger-related expenses discussed in Note 3 are not included in the
pro forma statement of income since they will be recorded in the combined results of income as they
are incurred after completion of the merger and are not indicative of what the historical results
of the combined company would have been had the companies been actually combined during the periods
presented.
Additionally, Huntington currently estimates that it will realize approximately $115 million in
annual cost savings following the merger, which Huntington expects to be phased in subsequent to
the merger, but there is no assurance that the anticipated cost savings will be realized on the anticipated time
schedule or at all. These cost savings are not fully reflected in the pro forma financial
information.
The impact of conforming Sky Financials accounting policy to reflect the adoption of FASB
Statement No. 156 has not been included in the pro forma financial results as the impact on the
income statement is not material.
Huntington issued $250 million in new debt in connection with the merger. This new debt qualifies
as bank regulatory capital and has an interest rate of 6.65%, resulting in an increase for six
months of interest expense totaling $8.3 million. The adjustment for pro forma interest expense on
borrowings for the year ended December 31, 2007, includes $8.3 million of new interest expense,
less amortization of $0.9 million, related to the fair value adjustments to borrowings.
Note 3. Merger Costs
In connection with the merger, Huntington and Sky Financial have developed their plans to
consolidate the operations of Huntington and Sky Financial. Huntington and Sky Financial have
assessed the two companies personnel, benefit plans, premises, equipment, computer systems and
service contracts and determined where we may take advantage of redundancies or where it may be
beneficial or necessary to convert to one system.
Certain decisions arising from these assessments involved, among other things, involuntary
termination of Sky Financials employees, vacating Sky Financials leased premises, terminating
contracts between Sky Financial and certain service providers and selling or otherwise disposing of
certain premises, furniture and equipment owned by Sky Financial. The costs associated with such
decisions will be recorded as purchase accounting adjustments, which have the effect of increasing
the amount of the purchase price allocable to excess purchase price. It is expected that all such
costs will be identified and recorded within one year of completion of the merger and all such
actions required to effect these decisions would be taken within one year after finalization of
these plans.
In addition to decisions regarding Sky Financials employees and activities, certain decisions were
made to, among other things, involuntarily terminate Huntington employees, vacate Huntington leased
premises, cancel contracts and sell or otherwise dispose of certain premises, furniture and
equipment owned by Huntington. These exit and disposal costs have been recorded in accordance with
Financial Accounting
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Standards Board Statement No. 146, Accounting for Costs Associated with Exit
or Disposal Activities, in the results of income of Huntington in the period incurred.
Huntington has also incurred merger-related expenses in the process of combining the operations of
the two companies. These merger-related expenses include system conversion costs, employee
retention arrangements and costs of incremental communications to customers and others.
It is expected that the exit and disposal costs, along with the merger-related costs, will be
incurred over a two-year period after completion of the merger. For the year ended December 31,
2007, these merger related costs total $85.1 million. Other merger costs were recorded by Sky
Financial or were recorded as purchase accounting adjustments. We have not included an estimate
for these in the pro forma statement of income since these costs will be recorded in the combined
results of income as they are incurred after completion of the merger and are not indicative of
what the historical results of Huntington would have been had Huntington and Sky Financial actually
been combined during the periods presented.
-6-