ex_134031.htm

EX-99.3 5 ex_134186.htm EXHIBIT 99.3 ex_134031.htm

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2018, and the unaudited pro forma condensed combined consolidated statements of income for the nine months ended September 30, 2018, and the year ended December 31, 2017, have been prepared to show the impact on Business First’s historical financial position and results of operations of the consummation of the merger, including the issuance of 1,679,559 shares of Business First common stock to Richland State’s shareholders and a special distribution of $10,627,737 to Richland State’s shareholders in connection with the merger, pursuant to the merger agreement.

Additionally, the unaudited pro forma condensed combined consolidated statement of income for the year ended December 31, 2017, includes the effect of the acquisition of Minden Bancorp, which was consummated on January 1, 2018, as if the acquisition had been consummated on January 1, 2017.

The unaudited pro forma condensed combined consolidated financial statements give effect to the acquisitions of Richland State and Minden Bancorp as business combinations under GAAP. Accordingly, all assets and liabilities were recorded at estimated fair value. Pro forma adjustments are included only to the extent they are (i) directly attributable to the acquisition, (ii) factually supportable and (iii) with respect to the unaudited pro forma combined statement of income, expected to have a continuing impact on the combined results. The pro forma adjustments are based on estimates made for the purpose of preparing these pro forma statements and are described in the accompanying notes. Business First’s management believes that the estimates used in these pro forma financial statements are reasonable under the circumstances.

The pro forma adjustments included herein are subject to change as additional information becomes available and additional analyses are performed. The final allocation of the purchase price will be determined after further valuation analyses under GAAP are performed with respect to the fair values of certain tangible and intangible assets and liabilities as of the date of acquisition. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. In addition, the pro forma financial statements do not include the effects of any potential cost savings which management believes will result from combining certain operating procedures.

Business First anticipates that the acquisition of Richland State will provide the combined company with the ability to better serve its customers, reach new customers and reduce operating expenses. In addition, certain subjective estimates have been utilized in determining the pro forma adjustments applied to the historical results of operations of Richland State. 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 Business First, Richland State, and Minden Bancorp been combined during these periods.

The unaudited pro forma condensed combined consolidated financial information has been derived from, and should be read in conjunction with, the historical consolidated financial statements and related notes of Business First, Richland State, and Minden Bancorp which have been filed by Business First with the SEC.

BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET

September 30, 2018

	Business First			Richland State						Purchase				Pro Forma
	Bancshares, Inc.			Bancorp, Inc.			Combined			Accounting				Combined
	9/30/2018			9/30/2018			9/30/2018			Adjustments				9/30/2018
Assets
Cash and cash equivalents	$	51,875		$	24,672		$	76,547		$	(10,628	)	a	$	65,919
Held-to-maturity investment securities		-			28,441			28,441			-				28,441
Available-for-sale investment securities		243,585			40,023			283,608			113		d		283,721
Loans, net of unearned income		1,297,959			200,721			1,498,680			(3,248	)	b		1,495,432
Allowance for loan losses		(10,273	)		(1,787	)		(12,060	)		1,787		c		(10,273	)
Net loans		1,287,686			198,934			1,486,620			(1,461	)			1,485,159
Mortgage loans held for sale		280			-			280			-				280
Premises and equipment (net)		10,022			4,734			14,756			668		d		15,424
Bank owned life insurance		24,442			7,236			31,678			-				31,678
Others real estate owned		1,824			623			2,447			(89	)	d		2,358
Goodwill		32,427			-			32,427			15,357		e		47,784
Other intangible assets		4,103			-			4,103			3,947		f		8,050
Other assets		21,951			2,206			24,157			(220	)	g		23,937
Total assets	$	1,678,195		$	306,869		$	1,985,064		$	7,687			$	1,992,751
Liabilities
Non-interest-bearing	$	311,170		$	63,168		$	374,338		$	-			$	374,338
Interest bearing		1,042,901			205,416			1,248,317			346		h		1,248,663
Total deposits		1,354,071			268,584			1,622,655			346				1,623,001
Borrowings		102,572			-			102,572			-				102,572
Other liabilities		8,591			3,150			11,741			-				11,741
Total liabilities		1,465,234			271,734			1,736,968			346				1,737,314
Equity
Common stock		11,534			493			12,027			1,187		i		13,214
Surplus		171,345			355			171,700			40,441		j		212,141
Retained earnings		35,460			35,270			70,730			(35,270	)	i		35,460
Accumulated other comprehensive income		(5,378	)		(983	)		(6,361	)		983		i		(5,378	)
Total shareholders’ equity		212,961			35,135			248,096			7,341				255,437
Total liabilities and shareholders’ equity	$	1,678,195		$	306,869		$	1,985,064		$	7,687			$	1,992,751

Notes
a.	Includes cash consideration distributed by RSBI to its shareholders prior to acquisition close.
b.	Purchased loan discount
c.	Elimination of Richland State Bank's Allowance for Loan Losses
d.	Fair value adjustments.
e.	Recognition of goodwill
f.	Core deposit intangible
g.	Net of deferred tax asset and liability entries associated with transaction
h.	Deposit premium
i.	Purchase accounting adjustments
j.	Stock consideration based on closing price of $25.29.

BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONSOLIDATED CONDENSED INCOME STATEMENT

Nine Months Ended September 30, 2018

	Nine Months Ended 9/30/18
	Business First Bancshares, Inc.		Richland State Bancorp, Inc.		Pro Forma Adjustments				Adjusted Pro Forma Combined

Total interest income	$	54,642	$	10,369	$	242		a,e	$	65,253
Total interest expense		9,530		917		(239	)	d		10,208
Net interest income		45,112		9,452		481				55,045
Provision for loan losses		1,451		170		(170	)	a		1,451
Non-interest income		5,288		2,310		-				7,598
Gain on sale of securities		-		-		-				-
Non-interest expense		35,839		7,949		296		b,c		44,084
Merger-related expense		-		118		(118	)	g		-
Net income before taxes		13,110		3,525		473				17,108
Income tax expenses (benefit)		2,464		-		840		f		3,304
Net income	$	10,646	$	3,525	$	(367	)		$	13,804

a	Based on Business First’s preliminary evaluation of the acquired portfolio of loans, a fair value adjustment of $3.25 million was recorded. The provision for loan losses is eliminated and included in the fair value adjustment. Interest income was adjusted to recognize the estimated accretion based on the weighted average remaining maturity of the loan portfolio.
b	The net fair value adjustment to the net book value of property held by RSBI was based on preliminary appraisals. The adjustments to depreciation expense due to adjustments in estimated useful life is considered immaterial.
c	Based on Business First’s preliminary evaluation of core deposits, the identified core deposit intangible of $3.95 million will be amortized on a straight line basis over an estimated useful life of 10 years.
d	RSBI's fixed-rate deposit liabilities were estimated to result in a $0.35 million deposit premium based on Business First's preliminary assessment. The premium was accreted over the weighted average remaining maturity of the portfolio.
e	Estimated fair value adjustments would not have a material impact on the income stream of the security portfolio.
f	Income taxes were adjusted to reflect the tax effects of the purchase accounting adjustments using Business First’s statutory rate of 21% for 2018 and the tax effect of RSBI being taxed using Business First’s C-Corp rate since RSBI was an S-Corp at September 30, 2018.
g	Add back of RSBI merger expenses.

BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONSOLIDATED CONDENSED INCOME STATEMENT

Year Ended December 31, 2017

	Business First Bancshares, Inc. (as reported)			Minden Bancorp, Inc. (as reported)			Pro Forma Adjustments				Pro Forma Combined			Richland State Bancorp, Inc.		As Adjusted for Offering			Pro Forma Adjustments				Adjusted Pro Forma Combined
Interest income:
Interest and fees on loans	$	47,516		$	11,368		$	646		a	$	59,530		$	11,432				$	323		a	$	71,285
Interest income on securities		3,829			2,155			-		e		5,984			1,388					-		e		7,372
Other interest income		256			155			-				411			162					-				573
Total interest income		51,601			13,678			646				65,925			12,982					323				79,230
Interest expense:
Interest expense on deposits		6,328			1,421			-		d		7,749			867					(318	)	d		8,298
Interest expense on borrowings		901			46			-				947			63					-				1,010
Total interest expense		7,229			1,467			-				8,696			930					(318	)			9,308
Net interest income		44,372			12,211			646				57,229			12,052					641				69,922
Provision for loan losses		4,237			130			(130	)	a		4,237			360					(360	)	a		4,237
Net interest income after provision		40,135			12,081			776				52,992			11,692					1,001				65,685
Non-interest income:
Service charges on deposit accounts		2,109			545			-				2,654			1,818					-				4,472
Gain on sale of securities		31			(263	)		-				(232	)		-					-				(232	)
Other non-interest income		3,478			369			-				3,847			618					-				4,465
Total non-interest income		5,618			651			-				6,269			2,436					-				8,705
Non-interest expense:																								-
Salaries and employee benefits		21,482			4,039			-				25,521			6,048					-				31,569
Net occupancy and depreciation expense		4,820			637			-		b		5,457			1,576					-		b		7,033
Amortization of intangibles		276			-			249		c		525			-					395		c		920
Other non-interest expense		10,224			1,998			(2,175	)	f		10,047			2,615					-				12,662
Total non-interest expense		36,802			6,674			(1,926	)			41,550			10,239					395				52,184
Net income before taxes		8,951			6,058			2,702				17,711			3,889					606				22,206
Income tax expenses (benefit)		4,103			2,126			919		g		7,148			-					1,528		j		8,676
Net income	$	4,848		$	3,932		$	1,783			$	10,563		$	3,889				$	(922	)		$	13,530
																								-
Basic earnings per common share	$	0.47		$	1.66						$	1.03		$	39.95								$	1.03
Weighted average common shares outstanding		10,228,093	h		2,369,775							10,228,093			97,346		1,207,500	i		1,679,559		k		13,115,152
																								-
Diluted earnings per common share	$	0.46		$	1.62						$	1.00		$	39.49								$	1.01
Weighted average diluted common shares outstanding		10,573,915	h		2,432,084							10,573,915			98,492		1,207,500	i		1,679,559		k		13,460,974

a	Based on Business First’s evaluation of the acquired portfolio of loans, a fair value adjustment of $2.65 million for MBI and $3.25 million for RSBI was recorded to reflect the discount on the portfolio. The provision for loan losses is eliminated and included in the fair value adjustment. Interest income was adjusted to recognize the estimated accretion based on the weighted average remaining maturity of the loan portfolios.
b	The adjustments to depreciation expense due to adjustments in estimated fair value and useful life are considered immaterial.
c	Based on Business First’s evaluation of core deposits, the identified core deposit intangible of $2.49 million for MBI and $3.95 million for RSBI will be amortized on a straight line basis over an estimated useful life of 10 years.

d	RSBI's fixed-rate deposit liabilities were estimated to result in a $0.35 million deposit premium based on Business First's assessment. The premium was accreted over the weighted average remaining maturity of the portfolio. MBI's fixed-rate deposit liabilities were estimated to equal current market rates.
e	Estimated fair value adjustments would not have a material impact on the income stream of the security portfolio.
f	Add back of merger expenses recorded by Business First and MBI.
g	Income taxes were adjusted to reflect the tax effects of the purchase accounting adjustments using Business First’s statutory rate of 34% for 2017.
h	Business First common shares outstanding were adjusted to record shares of Business First stock sold in the capital offering used to fund the transaction; recalculated YTD December 31, 2017 weighted average shares assuming capital raise completed January 1, 2017.
i	Offering of 1,207,500 shares at public offering price of $24.00 per share, less underwriting and offering costs. Adjusted to record shares assuming transaction occurred on January 1, 2017.
j	Income taxes were adjusted to reflect the tax effects of RSBI being taxed using Business First’s statutory rate of 34% for 2017 since RSBI was an S-Corp at December 31, 2017.
k	1,679,559 shares issued to RSBI shareholders and adjusted to record shares of Business First stock assuming the transaction occurred on January 1, 2017.