ex99-4.htm

EX-99.4 6 ex99-4.htm EXHIBIT 99.4 ex99-4.htm

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2015 and for the year ended December 31, 2014 combine the historical consolidated financial statements of Bear State Financial, Inc. (the “Company”) and Metropolitan National Bank (“Metropolitan”). The unaudited pro forma condensed combined financial information give effect to the acquisition of Metropolitan as if such transaction occurred on September 30, 2015 with respect to the pro forma condensed combined balance sheet, and on January 1, 2014, with respect to the pro forma condensed combined income statements. In addition, the unaudited pro forma condensed combined income statement for the year ended December 31, 2014 gives effect to the Company’s completed acquisition of First National Security Company (“FNSC”) which closed on June 13, 2014 as if the transaction had been completed on January 1, 2014.

The notes to the unaudited pro forma condensed combined financial information describe the pro forma amounts and adjustments presented below. As explained in more detail in the accompanying notes, the fair values of the Metropolitan assets acquired and liabilities assumed reflected in the unaudited pro forma condensed combined financial information are subject to adjustment and may vary from the actual fair values assigned that will be recorded following the acquisition.

Ultimately, the Company anticipates that the acquisition will provide the combined company with financial benefits that include reduced operating expenses. These cost savings are not included in these pro forma statements and there can be no assurance that expected cost savings will be realized. The pro forma information, while helpful in illustrating financial results of the combined company under one set of assumptions, does not reflect the benefits of 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 the acquisitions been consummated during the period.

The preparation of the unaudited pro forma condensed combined financial information and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined financial information should be read together with:

●

the accompanying notes to the unaudited pro forma condensed combined financial information.

●

the Company’s separate audited historical financial statements and accompanying notes as of and for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 27, 2015 and the Company’s separate unaudited historical financial statements and accompanying notes as of and for the nine months ended September 30, 2015 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the SEC on November 13, 2015.

●

Metropolitan’s audited historical financial statements for the years ended December 31, 2013 and 2014 and unaudited historical financial statements as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014, included as Exhibit 99.2 and Exhibit 99.3, respectively, to this Current Report on Form 8-K/A.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2015

(In thousands)

	Bear State Financial, Inc.			Metropolitan National Bank			Pro Forma Adjustments				Pro Forma Combined
Assets
Cash and cash equivalents	$	58,746		$	14,069		$	(10,100	)	A	$	62,715
Interest bearing time deposits in banks		10,930			--							10,930
Federal funds sold		--			51							51
Investment securities available for sale		164,564			42,677			88		B		207,329
Loans receivable		1,077,075			373,784			(10,517	)	C		1,440,342
Allowance for loan and lease losses		(13,975	)		(5,839	)		5,839		D		(13,975	)
Loans receivable, net		1,063,100			367,945			(4,678	)			1,426,367
Loans held for sale		8,032			1,737							9,769
Other real estate owned, net		2,290			97							2,387
Office properties and equipment, net		51,768			11,484			1,796		E		65,048
Cash surrender value of life insurance		45,998			6,202							52,200
Goodwill		25,717			6,331			8,168		F		40,216
Core deposit and other intangibles		6,869			--			4,760		G		11,629
Deferred tax asset, net		17,121			--			144		H		17,265
Prepaid expenses and other assets		15,590			4,082							19,672
TOTAL ASSETS	$	1,470,725		$	454,675		$	178			$	1,925,578

Liabilities
Deposits – noninterest bearing	$	173,525		$	56,187		$				$	229,712
Deposits – interest bearing		1,035,651			314,275			187		I		1,350,113
Total deposits		1,209,176			370,462			187				1,579,825

Repurchase agreements		10,366			7,037							17,403
Federal funds purchased		--			14,100			17,900		J		32,000
Other borrowings		68,300			--							68,300
Other liabilities		4,213			20,190			(15,523	)	K		8,880
Total liabilities		1,292,055			411,789			2,564				1,706,408

Stockholders’ equity
Common stock		333			2,456			(2,410	)	L		379
Additional paid-in capital		169,570			23,855			18,099		M		211,524
Accumulated other comprehensive income		753			54			(54	)	N		753
Retained earnings		8,014			16,521			(18,021	)	O		6,514
Total stockholders’ equity		178,670			42,886			(2,386	)			219,170
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,470,725		$	454,675		$	178			$	1,925,578

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Unaudited Pro Forma Condensed Combined Income Statement

For the Nine Months Ended September 30, 2015

(In thousands, except share data)

	Bear State Financial, Inc.			Metropolitan National Bank			Pro Forma Adjustments				Pro Forma Combined
Interest Income:
Loans receivable	$	38,610		$	11,217		$	2,088		P	$	51,915
Investment securities – taxable		979			780							1,759
Investment securities - nontaxable		1,546			52							1,598
Other		243			14							257
Total interest income		41,378			12,063			2,088				55,529

Interest Expense:
Deposits		3,853			819			(33	)	Q		4,639
Other borrowings		767			13							780
Total interest expense		4,620			832			(33	)			5,419

Net interest income before provision for loan losses		36,758			11,231			2,121				50,110
Provision (credit) for loan losses		931			(887	)						44

Net interest income after provision for loan losses		35,827			12,118			2,121				50,066

Noninterest Income:
Net gain on sale of investment securities		88			--							88
Deposit fee income		5,569			1,278							6,847
Earnings on life insurance policies		1,096			166							1,262
Gain on sale of loans		2,359			554							2,913
Other		715			153							868
Total noninterest income		9,827			2,151			-				11,978

Noninterest Expense:
Salaries and employee benefits		17,521			7,408			113		R		25,042
Net occupancy expense		4,273			1,516			(304	)	S		5,485
Real estate owned, net		(431	)		(164	)						(595	)
Amortization of intangible assets		469			--			223		T		692
Other		12,141			3,241			(298	)	U		15,084
Total noninterest expense		33,973			12,001			(266	)			45,708

Income before provision for income taxes		11,681			2,268			2,387				16,336
Provision for income taxes		3,667			--			1,554		V		5,221
Net income available to common stockholders	$	8,014		$	2,268		$	833			$	11,115

Basic earnings per share:
Earnings per share	$	0.24		$	23.08						$	0.29
Weighted average shares outstanding		33,368,642			98,246							37,978,959

Diluted earnings per share:
Earnings per share	$	0.24		$	23.08						$	0.29
Weighted average shares outstanding		33,523,065			98,246							38,133,382

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Unaudited Pro Forma Condensed Combined Income Statement

For the Year Ended December 31, 2014

(In thousands, except share data)

	Bear State Financial, Inc. (BSFI) Historical			FNSC Historical (1)			FNSC Pro Forma Adjustments			BSFI & FNSC Historical and Pro Forma Combined			Metropolitan National Bank Historical			Pro Forma Adjustments				Pro Forma Combined
Interest Income:
Loans receivable	$	39,465			14,112			1,572	(2)		55,149			14,083		$	3,754		P	$	72,986
Investment securities – taxable		1,076			340						1,416			1,484							2,900
Investment securities - nontaxable		1,514			78						1,592			79							1,671
Other		436			159						595			69							664
Total interest income		42,491			14,689			1,572			58,752			15,715			3,754				78,221

Interest Expense:
Deposits		4,538			839			(41	)(3)		5,336			1,198			(147	)	Q		6,387
Other borrowings		600			3,245			(7	)(4)		3,838			19							3,857
Total interest expense		5,138			4,084			(48	)		9,174			1,217			(147	)			10,244

Net interest income before provision for loan losses		37,353			10,605			1,620			49,578			14,498			3,901				67,977
Provision for loan losses		1,588			600						2,188			(1,226	)						962

Net interest income after provision for loan losses		35,765			10,005			1,620			47,390			15,724			3,901				67,015

Noninterest Income:
Net gain on sale of investment securities		31			(1	)					30			16							46
Deposit fee income		5,349			2,198						7,547			1,780							9,327
Earnings on life insurance policies		1,126			21						1,147			242							1,389
Gain on sale of loans		2,774			84						2,858			596							3,454
Other		759			415						1,174			324							1,498
Total noninterest income		10,039			2,717			--			12,756			2,958			--				15,714

Noninterest Expense:
Salaries and employee benefits		21,819			6,266						28,085			10,892			160		R		39,137
Net occupancy expense		4,391			2,175						6,566			1,813			(260	)	S		8,119
Real estate owned, net		1,387			23						1,410			88							1,498
Amortization of intangible assets		339			78			260	(5)		677			--			298		T		975
Other		14,132			3,702						17,834			3,887							21,721
Total noninterest expense		42,068			12,244			260			54,572			16,680			198				71,450

Income before provision for income taxes		3,736			478			1,360			5,574			2,002			3,703				11,279
Provision (benefit) for income taxes		(20,570	)		(679	)		521	(6)		(20,728	)		--			2,220		V		(18,508	)
Net income available to common stockholders	$	24,306		$	1,157		$	839		$	26,302		$	2,002		$	1,483			$	29,787

Basic earnings per share:
Earnings per share	$	0.86		$	10.73					$	0.79		$	20.37						$	0.78
Weighted average shares outstanding		28,410,579			107,800						33,362,827			98,246							37,973,144

Diluted earnings per share:
Earnings per share	$	0.84		$	10.73					$	0.78		$	20.37						$	0.77
Weighted average shares outstanding		28,883,111			107,800						33,835,359			98,246							38,445,676

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

As of and for the Nine Months Ended September 30, 2015

And for the Year Ended December 31, 2014

Note 1 – Pro Forma Adjustments

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

Notes to Pro Forma Balance Sheet Adjustments as of September 30, 2015

(dollars in thousands)

A.	Adjustment to cash and cash equivalents
	To reflect cash used by the Company to purchase Metropolitan. The Company’s portion of $10.1 million was funded by dividends from Bear State Bank. The remainder of the $28 million total cash consideration amounting to $17.9 million was paid by Metropolitan at closing of the acquisition. The Metropolitan dividend of $17.9 million was reflected at September 30, 2015 as a dividend payable and was funded at closing by a short-term borrowing.	$		(10,100	)

B.	Adjustment to investment securities, available for sale
	To reflect the fair value adjustment based on the pricing of the acquired securities portfolio.	$		88

C.	Adjustment to loans receivable
	To reflect estimated fair value at acquisition date. The adjustment to loans reflects an estimate of fair value based upon current interest rates for similar loans and expected losses in the acquired loan portfolio. The weighted average remaining maturity of this acquired loan portfolio is approximately 5.7 years	$		(10,517	)

D.	Adjustment to allowance for loan and lease losses
	To remove Metropolitan’s allowance at acquisition date as the credit risk is contemplated in the fair value adjustment in adjustment C above.	$	5,839

E.	Adjustment to premises and equipment
	To reflect estimated fair value of Metropolitan premises and equipment at acquisition date, based on third-party estimates. The estimated useful lives of the premises is in the range from 25 to 40 years	$	1,796

F.	Adjustment to goodwill
	The consideration paid for Metropolitan exceeded the fair value of the net assets received resulting in goodwill recorded for the Metropolitan acquisition of $14.499 million. The adjustment reflects the difference in the recorded goodwill and the goodwill existing prior to the acquisition of $6.331 million.	$	8,168

G.	Adjustment to core deposit intangible
	This intangible asset represents the value of the relationships Metropolitan has with its deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base, and the net maintenance cost attributable to customer deposits. The acquired core deposit intangible will be amortized over 16 years.	$	4,760

H.	Adjustment to deferred tax asset, net
	The book and tax basis of assets acquired will be the same based on the Internal Revenue Code Section 338(h)(10) election made, resulting in no deferred tax adjustment for asset purchase accounting adjustments.
	The deferred tax asset for applicable liability adjustments is calculated as follows:
	Adjustment to deposits	$	187
	Adjustment to other liabilities for unfavorable lease contracts		190
	Subtotal of fair value adjustments	$	377
	Deferred tax asset at the Company’s estimated statutory federal and state income tax rate of 38.29%	$	144

I.	Adjustment to deposits
	To reflect estimated fair value at acquisition date based on current market rates for similar products. This adjustment will be accreted into income over the estimated lives of the deposits of approximately four years.	$	187

J.	Adjustment to federal funds purchased
	To reflect the short-term borrowing through federal funds purchased by Metropolitan to fund the dividend payable of $17.9 million that was used to fund a portion of the cash consideration of the acquisition.	$	17,900

K.	Adjustments to other liabilities
	To reflect accrual for estimated transaction costs	$	1,500
	To reflect unfavorable lease contracts.		190
	To reflect liability for change in control agreements		687
	To reflect reversal of Metropolitan’s dividend payable that was funded at closing of the acquisition		(17,900	)
		$	(15,523	)

L.	Adjustment to common stock
	To eliminate historical Metropolitan common stock	$	(2,456	)
	To reflect issuance of the Company’s common stock to Metropolitan’s shareholder		46
			(2,410	)

M.	Adjustments to additional paid-in capital
	To eliminate historical Metropolitan additional paid-in capital	$	(23,855	)
	To reflect the issuance of the Company’s common stock to Metropolitan’s shareholder		41,954
		$	18,099

N.	Adjustment to accumulated other comprehensive income
	To eliminate historical Metropolitan accumulated other comprehensive income		(54	)

O.	Adjustment to retained earnings
	To reflect offset for accrual for estimated transaction costs	$	(1,500	)
	To eliminate historical Metropolitan retained earnings		(16,521	)
		$	(18,021	)

Notes to Pro Forma Income Statement Adjustments

(dollars in thousands)

Material nonrecurring charges which result directly from the Metropolitan acquisition and which will be included in the income statement of the Company within 12 months of the closing were not included in the pro forma income statement. The estimated amount of these charges is $3.2 million.

		Nine Months Ended September 30, 2015			Year Ended December 31, 2014
P.	Adjustment to loan interest income
	To reflect accretion of loan discount resulting from loan fair value pro forma adjustment based on weighted average remaining life of 5.7 years. The estimated accretion adjustments are approximately $3.8 million in year 1, approximately $2.7 million in year 2, approximately $2.2 million in year 3, approximately $628,000 million in year 4 and approximately $256,000 in year 5.	$	2,088		$	3,754

Q.	Adjustment to deposit interest expense
	To reflect amortization of deposit premium resulting from deposit fair value pro forma adjustment based on remaining life of time deposits.	$	(33	)	$	(147	)

R.	Adjustment to salaries and employee benefits
	To reflect new compensation arrangement executed with key executive in connection with the business combination resulting in a salary increase. The pro forma income statements do not include $425,000 for the value of restricted stock units granted to the executive which will vest within one year of the closing of the acquisition.	$	113		$	160

S.	Adjustments to occupancy
	To reflect adjustment to depreciation expense resulting from the premises and equipment pro forma adjustment	$	(249	)	$	(187	)
	To reflect the discount accretion of an unfavorable lease based on the remaining term of the lease of 31 months.		(55	)		(73	)
		$	(304	)	$	(260	)

T	Adjustment to amortization of intangibles
	To reflect amortization of acquired intangible assets based on amortization period of 16 years and using the straight-line method of amortization.	$	223		$	298

U.	Adjustment to merger related expense
	To remove direct, incremental costs of the acquisition incurred by the Company and Metropolitan.	$	(298	)	$	--

V.	Adjustment to income tax provision
	To reflect the income tax effect of pro forma adjustments P-U above at the Company’s estimated statutory federal and state income tax rate of 38.29%.	$	914		$	1,418
	To reflect the estimated federal and state income tax on Metropolitan’s income at 38.62%, the statutory federal and state income tax rate that would have applied for Metropolitan. Metropolitan was a qualified subchapter S subsidiary and was therefore not subject to federal or state income tax.		640			802
		$	1,554		$	2,220

The following notes describe the pro forma adjustments for FNSC and reflect the period prior to the FNSC merger from January 1, 2014 through June 13, 2014. Actual accretion and amortization for purchase accounting adjustments related to the FNSC merger for the period after June 13, 2014 through December 31, 2014 are reflected in the BSFI historical income statement column.

FNSC Historical includes the historical income statement for FNSC from January 1, 2014 through June 13, 2014, the date the FNSC merger transaction closed.

This adjustment reflects the estimate of additional accretion on the acquired loan portfolio for FNSC that would have been recorded during 2014 assuming the FNSC merger transaction closed on January 1, 2014.

This adjustment reflects the estimate of additional accretion on the assumed time deposits from FNSC that would have been recorded during 2014 assuming the FNSC merger transaction closed on January 1, 2014.

This adjustment reflects the estimate of additional accretion on Federal Home Loan Bank of Dallas advances assumed from FNSC that would have been recorded during 2014 assuming the FNSC merger transaction closed on January 1, 2014.

This adjustment reflects the additional amortization of the core deposit intangible during 2014 assuming the FNSC merger transaction closed on January 1, 2014.

This adjustment reflects income tax expense on the pro forma adjustments at the Company’s statutory federal and state income tax rate of 38.29%.

Note 2 – Pro Forma Allocation of Purchase Price

(In thousands, except share data)

The following table shows the pro forma allocation of purchase price to net assets acquired and the pro forma goodwill generated for the Metropolitan transaction:

Purchase Price
Cash			$	10,100
Company shares to be issued for Metropolitan shares		4,610,317
Price per share, based on Buyer Average Stock Price, as defined	$	9.11
Pro forma value of Company shares to be issued				42,000
Total pro forma purchase price			$	52,100

Net Assets Acquired at Fair Value
Cash and cash equivalents and fed funds sold		14,120
Investment securities		42,765
Loans receivable and loans held for sale		365,004
Other real estate owned		97
Office properties		13,280
Core deposit intangible		4,760
Prepaid and other assets		10,428
Total assets		450,454

Deposits – noninterest bearing		56,187
Deposits – interest bearing		314,462
Borrowings		39,037
Other liabilities		3,167
Total liabilities		412,853
Net assets acquired at fair value				37,601
Pro forma goodwill			$	14,499

The Company is continuing to determine their fair values and the purchase price allocation. The Company expects to finalize its analysis of the acquired assets and liabilities over the next few months and within one year of the acquisition.

Note 3 – Reclassifications

Certain historical amounts for the Company and Metropolitan have been reclassified to ensure consistency and comparability of pro forma amounts. The reclassifications had no effect on net income.