EX-99.2 3 mcbs-20260212xex99d2.htm EX-99.2

Exhibit 99.2

​

UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION

​

After the close of business on December 1, 2025, MetroCity Bankshares, Inc. (“Metro City”) (NASDAQ Global Select Market: MCBS) completed the acquisition of First IC Corporation, a Georgia corporation (“First IC”), pursuant to an Agreement and Plan of Reorganization, dated as of March 16, 2025 (the “Reorganization Agreement”), by and among Metro City, Metro City Bank, a Georgia state-chartered bank and wholly owned subsidiary of Metro City, First IC and First IC Bank, a Georgia state-chartered bank and wholly owned subsidiary of First IC. Pursuant to the Reorganization Agreement, First IC merged with and into Metro City, with Metro City as the surviving corporation (the “Merger”), and each share of First IC common stock outstanding was converted into the right to receive 0.3729 shares of Metro City's common stock and $12.20 in cash, with cash also to be paid in lieu of fractional shares. Total merger consideration payable to equity-holders consisted of approximately 3,384,066 shares of Metro City common stock and an aggregate of $111.9 million in cash, which included approximately $1.1 million in cash paid for stock option cancellations and $5,000 cash in lieu to fractional shares. The transaction is accounted for as an acquisition and accordingly, First IC assets and liabilities are recorded by Metro City at their fair market value as of December 1, 2025.

​

The following unaudited pro forma condensed combined financial information and notes present how the combined financial statements of Metro City and First IC may have appeared had the Merger been completed at the beginning of the periods presented. The unaudited pro forma condensed combined financial information reflects the impact of the Merger on the combined balance sheets and combined statements of income under the acquisition method of accounting with Metro City as the acquirer. Under the acquisition method of accounting, First IC assets and liabilities are recorded by Metro City at their fair market value as of the date that the Merger is completed. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 assumes the Merger was completed on that date. The unaudited condensed combined statement of income for the nine months ended September 30, 2025, and the year ending December 31, 2024 have been prepared as if the Merger was completed on January 1, 2024.

​

The unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the historical consolidated financial statements and related notes of Metro City, which are available on Metro City’s 2024 Annual Report on Form 10-K and the financial statements and related notes of First IC, which are incorporated into the Form 8-K/A as Exhibit 99.1.

​

The unaudited pro forma condensed combined financial information is presented for illustrative and informative purposes only and is not necessarily indicative or representative of the financial position or results of operations presented as of the date or for the periods indicated, or the results of operations or financial position that may be achieved in the future. In addition, the unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that Metro City may achieve as a result of its acquisition of First IC, the costs to integrate the operations of Metro City and First IC or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

​

​

​

​

​

​

​


METROCITY BANKSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Dollars in thousands, except per share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of September 30, 2025

​

​

​

​

​

​

​

​

Unaudited

​

Metro City

​

First IC

​

Adjustments

Footnotes

​

Pro Forma

ASSETS:

​

  ​

​

​

  ​

​

​

  ​

​

​

​

  ​

Cash and cash equivalents

$

227,158

​

$

139,004

​

$

(111,855)

2(a)

​

$

254,307

Investment securities

 

33,970

​

 

31,946

​

 

243

2(b)

​

 

66,159

Loans held for sale

 

237,682

​

 

14,114

​

 

—

​

​

 

251,796

Loans held for investment

 

2,960,436

​

 

1,035,940

​

 

(20,132)

2(c)

​

 

3,976,244

Allowance for credit losses

 

(17,940)

​

 

(12,433)

​

 

2,548

2(d)

​

 

(27,825)

Loans less allowance for credit losses

 

2,942,496

​

 

1,023,507

​

 

(17,584)

​

​

 

3,948,419

Premises and equipment, net

 

17,836

​

 

6,799

​

 

5,497

2(e)

​

 

30,132

Operating lease right-of-use asset

​

7,712

​

​

6,637

​

​

1,021

2(f)

​

​

15,370

Foreclosed real estate, net

​

919

​

​

—

​

​

—

​

​

​

919

Goodwill

​

—

​

​

—

​

​

55,864

2(g)

​

​

55,864

Intangible assets

 

—

​

 

—

​

 

12,733

2(h)

​

 

12,733

Net deferred tax asset

​

4,284

​

​

2,101

​

​

(1,362)

2(i)

​

​

5,023

SBA/USDA loan servicing asset

 

6,988

​

 

4,243

​

 

(250)

2(j)

​

 

10,981

Bank owned life insurance

​

75,148

​

​

—

​

​

—

​

​

​

75,148

Federal Home Loan Bank stock

​

22,693

​

​

8,197

​

​

—

​

​

​

30,890

Accrued interest receivable

 

16,912

​

 

4,547

​

 

—

​

​

 

21,459

Other assets

​

35,665

​

​

1,934

​

​

—

​

​

​

37,599

Total assets

$

3,629,463

​

$

1,243,029

​

$

(55,693)

​

​

$

4,816,799

​

​

​

​

​

​

​

​

​

​

​

​

​

LIABILITIES AND SHAREHOLDER'S EQUITY:

 

​

​

 

​

​

 

​

​

​

 

​

Noninterest-bearing deposits

$

544,439

​

$

243,388

​

$

-

​

​

$

787,827

Interest-bearing deposits

​

2,148,645

​

​

675,706

​

​

528

2(k)

​

​

2,824,879

Total deposits

​

2,693,084

​

​

919,094

​

​

528

​

​

​

3,612,706

Federal Home Loan Bank advances

 

425,000

​

 

155,000

​

 

—

​

​

 

580,000

Operating lease liability

​

7,704

​

​

7,014

​

​

754

2(f)

​

​

15,472

Accrued interest payable

​

3,567

​

​

7,932

​

​

-

​

​

​

11,499

Other liabilities

 

54,220

​

 

6,453

​

 

105

2(l)

​

 

60,778

Total liabilities

​

3,183,575

​

​

1,095,493

​

​

1,387

​

​

​

4,280,455

Shareholder's Equity

​

445,888

​

​

147,536

​

​

(57,080)

2(m)

​

​

536,344

Total liabilities and shareholder's equity

$

3,629,463

​

$

1,243,029

​

$

(55,693)

​

​

$

4,816,799

​

​

​

​

​

​

​

​

​

​

​

​

​

Common shares

​

25,537,746

​

​

9,075,519

​

​

(5,691,453)

​

​

​

28,921,812

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​


METROCITY BANKSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Nine Months Ended September 30, 2025

​

​

​

​

​

​

​

​

Unaudited

​

Metro City

​

First IC

​

Adjustments

Footnotes

​

Proforma

Interest and dividend income:

​

  ​

​

​

  ​

​

​

  ​

​

​

​

  ​

Loans, including fees

$

152,164

​

$

57,200

​

$

2,873

3(a)

​

$

212,237

Investment securities

 

1,791

​

 

641

​

 

436

3(b)

​

 

2,868

Federal funds sold, interest-bearing cash and other investments

 

6,616

​

 

3,380

​

 

—

​

​

 

9,996

Total interest income

 

160,571

​

 

61,221

​

 

3,309

​

​

 

225,101

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense:

 

​

​

 

​

​

 

​

​

​

 

​

Deposits

 

53,272

​

 

19,923

​

 

—

​

​

 

73,195

Federal Home Loan Bank advances

 

12,775

​

 

2,818

​

 

—

​

​

 

15,593

Total interest expense

 

66,047

​

 

22,741

​

 

—

​

​

 

88,788

​

​

​

​

​

​

​

​

​

​

​

​

​

Net interest income

 

94,524

​

 

38,480

​

 

3,309

​

​

 

136,313

​

​

​

​

​

​

​

​

​

​

​

​

​

Provision for credit losses

 

(279)

​

 

1,421

​

 

—

​

​

 

1,142

​

​

​

​

​

​

​

​

​

​

​

​

​

Net interest income after provision for loan losses

 

94,803

​

 

37,059

​

 

3,309

​

​

 

135,171

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest income:

 

​

​

 

​

​

 

​

​

​

 

​

Service charges on deposit accounts

 

1,556

​

 

1,759

​

 

—

​

​

 

3,315

Other service charges, commissions and fees

 

5,592

​

 

455

​

 

—

​

​

 

6,047

Gain on sale of loans

 

3,003

​

 

1,341

​

 

—

​

​

 

4,344

Loan servicing income, net

 

4,673

​

 

896

​

 

—

​

​

 

5,569

Other income

 

2,543

​

 

94

​

 

—

​

​

 

2,637

Total noninterest income

 

17,367

​

 

4,545

​

 

—

​

​

 

21,912

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest expense:

 

  ​

​

 

  ​

​

 

  ​

​

​

 

​

Salaries and employee benefits

 

26,000

​

 

11,361

​

 

—

​

​

 

37,361

Occupancy and equipment

 

4,207

​

 

2,772

​

 

47

3(c)

​

 

7,026

Data processing

 

1,068

​

 

887

​

 

—

​

​

 

1,955

FDIC insurance premiums

 

1,183

​

 

405

​

 

—

​

​

 

1,588

Merger-related expenses

​

897

​

​

1,917

​

​

—

​

​

​

2,814

Other expenses

 

9,231

​

 

5,007

​

 

955

3(d)

​

 

15,193

Total noninterest expense

 

42,586

​

 

22,349

​

 

1,002

​

​

 

65,937

​

​

​

​

​

​

​

​

​

​

​

​

​

Income before provision for income taxes

 

69,584

​

 

19,255

​

 

2,307

​

​

 

91,146

Provision for income taxes

 

19,191

​

 

6,185

​

 

601

3(e)

​

 

25,977

Net income

$

50,393

​

$

13,070

​

$

1,706

​

​

$

65,169

Basic Earnings Per Share

$

1.98

​

$

1.44

​

​

​

​

​

$

2.26

Diluted Earnings Per Share

$

1.96

​

$

1.43

​

​

​

​

​

$

2.24

Basic Average Shares

​

25,462,345

​

​

9,069,430

​

​

(5,685,364)

3(h)

​

​

28,846,411

Diluted Average Shares

​

25,735,688

​

​

9,154,582

​

​

(5,770,516)

3(h)

​

​

29,119,754

​

​

​

​

​

​

​


METROCITY BANKSHARES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Year Ended December 31, 2024

​

​

​

​

​

​

​

​

Unaudited

​

Metro City

​

First IC

​

Adjustments

Footnotes

​

Proforma

Interest and dividend income:

​

  ​

​

​

  ​

​

​

  ​

​

​

​

  ​

Loans, including fees

$

200,770

​

$

74,435

​

$

4,739

3(a)

​

$

279,944

Investment securities

 

546

​

 

882

​

 

580

3(b)

​

 

2,008

Federal funds sold, interest-bearing cash and other investments

 

11,597

​

 

8,611

​

 

—

​

​

 

20,208

Total interest income

 

212,913

​

 

83,928

​

 

5,319

​

​

 

302,160

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest expense:

 

​

​

 

​

​

 

​

​

​

 

​

Deposits

 

80,060

​

 

29,520

​

 

(528)

3(c)

​

 

109,052

Federal Home Loan Bank advances

 

14,707

​

 

2,538

​

 

—

​

​

 

17,245

Total interest expense

 

94,767

​

 

32,058

​

 

(528)

​

​

 

126,297

​

​

​

​

​

​

​

​

​

​

​

​

​

Net interest income (expense)

 

118,146

​

 

51,870

​

 

5,847

​

​

 

175,863

​

​

​

​

​

​

​

​

​

​

​

​

​

Provision for credit losses

 

516

​

 

400

​

 

—

​

​

 

916

​

​

​

​

​

​

​

​

​

​

​

​

​

Net interest income (expense) after provision for loan losses

 

117,630

​

 

51,470

​

 

5,847

​

​

 

174,947

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest income:

 

​

​

 

​

​

 

​

​

​

 

​

Service charges on deposit accounts

 

2,073

​

 

2,356

​

 

—

​

​

 

4,429

Other service charges, commissions and fees

 

6,848

​

 

570

​

 

—

​

​

 

7,418

Gain on sale of loans

 

4,859

​

 

3,807

​

 

—

​

​

 

8,666

Loan servicing income, net

 

6,691

​

 

2,320

​

 

—

​

​

 

9,011

Other income

 

2,592

​

 

221

​

 

—

​

​

 

2,813

Total noninterest income

 

23,063

​

 

9,274

​

 

—

​

​

 

32,337

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest expense:

 

  ​

​

 

  ​

​

 

  ​

​

​

 

​

Salaries and employee benefits

 

33,207

​

 

15,039

​

 

—

​

​

 

48,246

Occupancy and equipment

 

5,524

​

 

3,653

​

 

60

3(d)

​

 

9,237

Data processing

 

1,293

​

 

1,093

​

 

—

​

​

 

2,386

FDIC insurance premiums

 

1,715

​

 

812

​

 

—

​

​

 

2,527

Merger-related expenses

​

—

​

​

—

​

​

—

​

​

​

—

Other expenses

 

11,640

​

 

7,447

​

 

1,273

3(e)

​

 

20,360

Total noninterest expense

 

53,379

​

 

28,044

​

 

1,333

​

​

 

82,756

​

​

​

​

​

​

​

​

​

​

​

​

​

Income before provision for income taxes

 

87,314

​

 

32,700

​

 

4,514

​

​

 

124,528

Provision for income taxes

 

22,810

​

 

8,000

​

 

1,177

3(f)

​

 

31,987

Net income

$

64,504

​

$

24,700

​

$

3,337

​

​

$

92,541

Basic Earnings Per Share

$

2.55

​

$

2.72

​

​

​

​

​

$

3.23

Diluted Earnings Per Share

$

2.52

​

$

2.70

​

​

​

​

​

$

3.20

Basic Average Shares

​

25,283,345

​

​

9,068,699

​

​

(5,693,879)

3(g)

​

​

28,658,165

Diluted Average Shares

​

25,582,121

​

​

9,154,577

​

​

(5,779,757)

3(g)

​

​

28,956,941

​

​

​

​

​

​


NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

​

Note 1. Merger Costs

​

Actual merger costs incurred for the nine months ended September 30, 2025 and twelve months ended December 31, 2024 are included in the pro forma financial statements. Estimated merger costs of $14.0 million (net of $2.9 million of taxes) are excluded from the pro forma financial statements. It is expected that these costs will be recognized over time. These cost estimates for both Metro City and First IC are forward-looking. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs. The current estimates of the merger costs, primarily comprised of anticipated cash charges, are as follows.

​

​

​

​

(Dollars in thousands)

​

Change of control contracts

$

4,046

Severance and Retention payments

​

575

Vendor and system contracts terminations

 

3,716

Professional and legal fees

​

3,931

Other acquisition related expenses

 

3,002

Pre-tax merger costs

​

15,270

Taxes

​

(3,619)

Total merger costs

$

11,651

​

Note 2. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheets

​

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma combined balance sheet as of September 30, 2025, as follows:

​

(a)Represents total cash consideration paid in conjunction with the merger.
(b)Adjustment to reflect acquired securities available for sale at their estimated fair value
(c)Adjustment to reflect acquired loans at their estimated fair value, including current interest rates and liquidity.
(d)Adjustments to the allowance for credit losses include the following:

​

​

​

(Dollars in thousands)

​

Reversal of historical First IC's allowance for credit losses

$

12,433

Increase in allowance for credit losses for gross-up of estimated credit losses for purchased credit-deteriorated ("PCD") loans

​

(2,028)

Increase in allowance for credit losses for gross-up of estimated credit losses for non-purchased credit-deteriorated ("Non-PCD") loans

 

(7,857)

​

$

2,548

​

(e)Adjustment to reflect bank premises and equipment values at their estimated fair values.
(f)Adjustment to reflect estimated fair value of right of use asset and lease liability related to operating lease agreements.
(g)Adjustment to establish goodwill for amount of consideration paid in excess of fair value of assets received over liabilities assumed.
(h)Adjustment to reflect $12.7 million of core deposit intangibles at the preliminary estimated fair value.
(i)Adjustment to recognize net deferred tax assets associated with the fair value adjustments recorded in the merger.
(j)Adjustment to reflect the estimated fair value of acquired SBA loan servicing rights.
(k)Adjustment to reflect the estimated fair value of acquired time deposits.
(l)Credit related reserve adjustment for acquired unfunded loan commitment balances.

​


(m)Adjustments to shareholder’s equity:

​

​

​

(Dollars in thousands)

​

To eliminate First IC's shareholder's equity

$

(147,536)

To reflect issuance of Metro City common stock in merger

​

90,456

Total shareholder's equity adjustment

$

(57,080)

​

Note 3. Adjustments to the Unaudited Pro Forma Condensed Statements of Income

​

Transaction accounting adjustments include the following adjustments related to the unaudited pro-forma combined income statements for the year ended December 31, 2024, and for the nine months ended September 30, 2025, as follows:

​

(a)Adjustment reflects the yield adjustment for interest income on loans.
(b)Adjustment reflects the accretable purchased discount on investment securities.
(c)Adjustment reflects the yield adjustment for interest expense on time deposits.
(d)Adjustments reflects the estimated net increase associated with the fair value adjustment for the acquired premises and equipment.
(e)Adjustment reflects the net increase in amortization for the acquired core deposit intangible asset.
(f)Adjustment represents income tax expense on the pro-forma adjustments as an estimated tax rate of 26.1%.
(g)Adjustment to weighted-average shares of Metro City’s common stock outstanding to eliminate weighted-average shares of First IC common stock outstanding and to reflect the number of shares of Metro City’s common stock to be issued to holders of First IC common stock using an exchange ratio of 0.3729.

​

Note 4. Calculation of Merger Consideration and Preliminary Purchase Price Allocation

​

Merger Consideration

​

The total merger consideration is calculated as follows:

​

​

​

​

(Dollars in thousands)

As of December 1, 2025

Total fair value of Metro City common stock issued per Reorganization Agreement(1)

$

90,456

Cash consideration paid per Reorganization Agreement

​

110,727

Obligation to settle outstanding First IC stock option awards

​

1,128

Total merger consideration

$

202,311

________________________

​

(1)Represents the fair value of 3,384,066 shares of Metro City common stock issued to First IC shareholders pursuant to the Reorganization Agreement. The fair value is based on the number of eligible shares of First IC common stock as of December 1, 2025 at a 0.3729 exchange ratio and Metro City’s closing stock price of $26.73 as of December 1, 2025, the last trading day prior to merger closing date.

​


Preliminary Purchase Price Allocation

​

The following table sets forth a preliminary allocation of the estimated merger consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of First IC, with the excess recorded to goodwill:

​

​

​

​

(Dollars in thousands)

As of September 30, 2025

Total purchase consideration

$

202,311

First IC Net Assets at Fair Value

​

​

Assets:

​

​

Cash and cash equivalents

​

139,004

Investment securities

​

32,189

Loans held for sale

​

14,114

Loans held for investment

​

1,015,808

Allowance for credit losses

​

(9,885)

Premises and equipment, net

​

12,296

Operating lease right-of-use asset

​

7,658

Core deposit intangible

​

12,733

SBA/USDA loan servicing asset

​

3,993

Other assets

​

15,417

Total assets to be acquired

​

1,243,327

Liabilities:

​

​

Deposits

​

919,622

Federal Home Loan Bank advances

​

155,000

Operating lease liability

​

7,768

Other liabilities

​

14,490

Total liabilities to be assumed

​

1,096,880

Net assets to be acquired

​

146,447

Preliminary Goodwill

$

55,864

​