EX-7.2 4 dex72.txt PRO FORMA FINANCIAL INFORMATION EXHIBIT 7.2 SUMMARY UNAUDITED PROFORMA COMBINED CONDENSED FINANCIAL DATA The accompanying summary unaudited proforma combined condensed balance sheet and income statement combines the historical consolidated financial statements of Henderson Citizens Bancshares, Inc. and Subsidiaries with the historical consolidated financial statements of Rusk County Bancshares, Inc. and Subsidiaries and are intended to give a better picture of what the companies might have looked like as a combined entity. The summary unaudited proforma condensed combined balance sheet data assumes that the Rusk County Bancshares, Inc. and Subsidiaries merger was consummated on June 30, 2001. The summary unaudited proforma condensed combined statements of income data assumes that the Rusk County Bancshares, Inc. and Subsidiaries merger was consummated as of January 1, 2001. The companies may have performed differently if they had been combined. The merger of Rusk County Bancshares, Inc. and Subsidiaries will be accounted for under the "purchase method" of accounting in accordance with generally accepted accounting principles. We anticipate that approximately $4.6 million in goodwill will be created as a result of the Rusk County Bancshares, Inc. and Subsidiaries acquisition. The accompanying unaudited proforma combined condensed financial statements should be read in conjunction with the historical consolidated financial statements and notes thereto of Henderson Citizens Bancshares, Inc. and Subsidiaries and the historical consolidated financial statements and notes thereto of Rusk County Bancshares, Inc. and Subsidiaries. The following unaudited proforma combined condensed financial statements are presented for information purposes only and are not necessarily indicative of the results of future operations of the combined entity or the actual results that would have been achieved had the merger been consummated on the dates presented. No adjustments for possible cost synergies are reflected in the table below. HENDERSON CITIZENS BANCSHARES, INC. AND SUBSIDIARIES Proforma Combined Condensed Balance Sheet June 30, 2001 (Dollars in Thousands) (Unaudited)

HENDERSON CITIZENS BANCSHARES, INC. AND SUBSIDIARIES Proforma Combined Condensed Statement of Income For the Six Months Ended June 30, 2001 (Dollars in Thousands) (Unaudited)

HENDERSON CITIZENS BANCSHARES, INC. AND SUBSIDIARIES (1) Represents adjustment of Rusk County Bancshares, Inc. and Subsidiaries net assets to estimated fair value. (2) Represents excess of purchase price over estimated fair value of net assets of Rusk County Bancshares, Inc. and Subsidiaries. (3) Represents agreed-upon purchase price of all outstanding stock of Rusk County Bancshares, Inc. and Subsidiaries. (4) Represents reallocation of equity section due to purchase and subsequent merger of Rusk County Bancshares, Inc. and Subsidiaries with and into Henderson Citizens Bancshares, Inc. and Subsidiaries. (5) No adjustment for amortization of goodwill and other intangibles created in conjunction with acquisition of Rusk County Bancshares, Inc. and Subsidiaries has been taken into consideration, pending implementation of Statements of Financial Accounting Standards Number 141, "Business Combinations" and Number 142 "Goodwill and Other Intangible Assets".

HENDERSON CITIZENS BANCSHARES INC 8-K/A