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EX-23.1 - EXHIBIT 23.1 - FIRST BANCSHARES INC /MS/ | tv494293_ex23-1.htm |
EX-99.2 - EXHIBIT 99.2 - FIRST BANCSHARES INC /MS/ | tv494293_ex99-2.htm |
8-K/A - FORM 8-K/A - FIRST BANCSHARES INC /MS/ | tv494293_8ka.htm |
Exhibit 99.3
Unaudited Pro Forma Condensed Combined Financial Information
The following unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of The First Bancshares, Inc. (hereinafter referred to as the “Company” or “we” and similar terms unless the context indicates otherwise) and Southwest Banc Shares, Inc. (“Southwest”) and are adjusted to give effect to the merger of Southwest with and into the Company on March 1, 2018 (the “Merger”). The unaudited pro forma condensed combined balance sheet as of December 31, 2017 gives effect to the Merger as if it had occurred on December 31, 2017. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 give effect to the Merger as if it had occurred on January 1, 2017.
The Merger has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805 - Business Combinations. Under the acquisition method of accounting, the total purchase consideration of the Merger is allocated to the tangible assets and identifiable intangible assets and liabilities assumed based on their relative fair values. The excess of the purchase consideration over the net tangible and identifiable intangible assets is recorded as goodwill. The purchase price allocation is preliminary because valuation of the net tangible and identifiable intangible assets is still being finalized. Accordingly, the pro forma adjustments related to the purchase price allocation and certain other adjustments are preliminary and have been made solely for the purpose of preparing the unaudited pro forma condensed combined financial statements. The estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date).
The unaudited pro forma condensed combined financial statements do not necessarily reflect what the combined companies’ financial condition or results of operations would have been had the Merger occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The unaudited pro forma condensed combined financial statements have been prepared for illustrative purposes only and are not intended to represent or be indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been achieved if the Company and Southwest had been a combined company during the period presented. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma condensed combined statement of operations does not reflect any operating efficiencies and/or cost savings that the Company may achieve with respect to the combined companies.
These unaudited pro forma condensed combined financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as well as Southwest’s historical consolidated financial statements and related notes for the year ended December 31, 2017 which are included as Exhibit 99.2 to this Current Report filed on Form 8-K/A.
THE FIRST BANCSHARES, INC.
PRO FORMA CONDENSED
COMBINED BALANCE SHEET
As of December 31, 2017
(in thousands)
(unaudited)
Historical | ||||||||||||||||
The First | Southwest | Pro Forma | Pro Forma | |||||||||||||
Bancshares, Inc. | Banc Shares, Inc. | Adjustments | Combined | |||||||||||||
Assets | ||||||||||||||||
Cash, due from banks and interest-bearing bank balances and interest-bearing time deposits | $ | 91,922 | $ | 27,296 | $ | (28,339 | ) | (4) | $ | 90,879 | ||||||
Securities and Federal Home Loan Bank Stock | 372,862 | 77,825 | - | 450,687 | ||||||||||||
Loans, net | 1,217,018 | 277,819 | (4,795 | ) | (3)(5)(7) | 1,490,042 | ||||||||||
Mortgage loans held for sale | 4,790 | - | - | 4,790 | ||||||||||||
Other assets | 51,201 | 8,118 | - | 59,319 | ||||||||||||
Buildings, Furniture & Fixtures and Equipment | 46,426 | 9,503 | 1,096 | (10) | 57,025 | |||||||||||
Deferred tax asset | 4,349 | - | 156 | (2) | 4,505 | |||||||||||
Core deposit intangible | 4,710 | 4,177 | (6) | 8,887 | ||||||||||||
Goodwill | 19,960 | - | 27,697 | (9) | 47,657 | |||||||||||
Total assets | $ | 1,813,238 | $ | 400,561 | $ | (8 | ) | $ | 2,213,791 | |||||||
Liabilities and Stockholders' Equity | ||||||||||||||||
Deposits | $ | 1,470,565 | $ | 354,132 | $ | (131 | ) | (1) | $ | 1,824,566 | ||||||
Federal Home Loan Bank Advances and other borrowings | 114,382 | 6,858 | - | 121,240 | ||||||||||||
Other liabilities | 5,823 | 2,837 | - | 8,660 | ||||||||||||
Total liabilities | 1,590,770 | 363,827 | (131 | ) | 1,954,466 | |||||||||||
Stockholders' equity | ||||||||||||||||
Equity | 222,468 | 36,734 | 123 | (8) | 259,325 | |||||||||||
Total liabilities and stockholders' equity | $ | 1,813,238 | $ | 400,561 | $ | (8 | ) | $ | 2,213,791 |
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
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THE FIRST BANCSHARES, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2017
(in thousands,
except per share data)
(unaudited)
Historical | Historical | |||||||||||||||
The First | Southwest | Pro Forma | Pro Forma | |||||||||||||
Bancshares, Inc. | Banc Shares, Inc. | Adjustments | Combined | |||||||||||||
INTEREST INCOME | ||||||||||||||||
Loans | $ | 56,827 | $ | 14,075 | $ | 1,475 | (11) | $ | 72,377 | |||||||
Investment securities and other | 9,242 | 1,946 | - | 11,188 | ||||||||||||
Total interest income | 66,069 | 16,021 | 1,475 | 83,565 | ||||||||||||
INTEREST EXPENSE | ||||||||||||||||
Deposits | 5,261 | 1,673 | 102 | (12) | 7,036 | |||||||||||
Borrowed funds | 1,648 | 258 | - | 1,906 | ||||||||||||
Total interest expense | 6,909 | 1,931 | 102 | 8,942 | ||||||||||||
Net interest income | 59,160 | 14,090 | 1,373 | 74,623 | ||||||||||||
Provision for loan losses | 505 | 518 | - | 1,023 | ||||||||||||
Net interest income after provision for loan losses | 58,655 | 13,572 | 1,373 | 73,600 | ||||||||||||
NON-INTEREST INCOME | ||||||||||||||||
Fees and service charges | 7,983 | 1,310 | - | 9,293 | ||||||||||||
Other | 6,380 | 1,808 | - | 8,188 | ||||||||||||
Total non-interest income | 14,363 | 3,118 | - | 17,481 | ||||||||||||
NON-INTEREST EXPENSE | ||||||||||||||||
Salaries and employee benefits | 30,548 | 7,337 | - | 37,885 | ||||||||||||
Occupancy and equipment | 6,053 | 1,472 | 28 | (13) | 7,553 | |||||||||||
Other operating expense | 12,135 | 4,019 | - | 16,154 | ||||||||||||
Amortization of core deposit intangible | - | - | 418 | (15) | 418 | |||||||||||
Merger related expense | 6,711 | - | 4,341 | (14) | 11,052 | |||||||||||
Total non-interest expense | 55,447 | 12,828 | 4,787 | 73,062 | ||||||||||||
Income before provision for income taxes | 17,571 | 3,862 | (3,414 | ) | 18,019 | |||||||||||
Provision for income taxes | 6,955 | 179 | 113 | (16) | 7,247 | |||||||||||
Net Income (loss) | 10,616 | 3,683 | (3,527 | ) | 10,772 | |||||||||||
Preferred dividends and stock accretion | - | - | - | - | ||||||||||||
Net income (loss) applicable to common shareholders | $ | 10,616 | $ | 3,683 | $ | (3,527 | ) | $ | 10,772 |
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
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THE FIRST BANCSHARES, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1 — Basis of Presentation
The unaudited pro forma condensed combined financial information included herein has been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted pursuant to such rules and regulations. However, management believes that the disclosures are adequate to make the information presented not misleading.
Note 2 — First Bancshares’ Acquisition of Southwest Banc Shares, Inc.
On March 1, 2018, First Bancshares completed its acquisition of Southwest Banc Shares, Inc. an Alabama corporation (“Southwest”), pursuant to an Agreement and Plan of Merger, dated as of October 24, 2017 (the “Merger Agreement”), whereby Southwest was merged with and into First Bancshares (the “Merger”). Pursuant to the Merger Agreement, Southwest shareholders received for each share of Southwest common stock outstanding immediately prior to the Merger (i) 15.8804 shares of the Company’s common stock and (ii) cash in the amount of $336.08. Each outstanding share of First Bancshares common stock remained outstanding and was unaffected by the Merger.
The following table summarizes the calculation of the purchase price and the preliminary allocation of the purchase price to the estimated fair value of assets and liabilities (in thousands):
Purchase Price: | | | ||||||
Cash paid and value of stock issued | | $ | 60,005 | |||||
Fair Value of assets acquired: | | |||||||
Cash and due from banks | $ | 44,904 | | |||||
Securities, FHLB Stock and FNBB Stock | 67,150 | | ||||||
Loans, net | 269,874 | | ||||||
Buildings, Furniture & Fixtures and Equipment | 10,538 | | ||||||
Core Deposit Intangible | 4,177 | | ||||||
Other Assets | 1,843 | |||||||
Total assets acquired | $ | 398,486 | ||||||
Fair Value of deposits acquired: | | |||||||
Deposits | 357,290 | | ||||||
FHLB Advances | 6,858 | | ||||||
Other liabilities | 2,030 | | ||||||
Total liabilities assumed | $ | 366,178 | | |||||
Fair Value of net assets acquired | | 32,308 | ||||||
Preliminary pro forma goodwill | | $ | 27,697 |
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Note 3 — Pro Forma Adjustments
The following pro forma adjustments 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:
(1) | Adjustment reflects the preliminary fair value adjustment on time deposits which was calculated by discounting future contractual payments at a current market interest rate. |
(2) | Adjustment reflects the deferred tax impact of fair value adjustments and core deposit intangible. |
(3) | Adjustment reflects elimination of historical allowance for loan losses. |
(4) | Adjustment reflects payment of cash consideration of $24.0 million and transaction costs of $4.3 million. |
(5) | Adjustment reflects estimated fair value discount due to credit worthiness. |
(6) | Adjustment reflects estimated fair value of acquired core deposit intangible of $4.2 million. The anticipated core deposit intangible will be calculated as the present value of the difference between a market participant’s cost of obtaining alternative funds and the cost to maintain the acquired deposit base. Deposit accounts that are evaluated as part of the core deposit intangible include demand deposit, money market and savings accounts. |
(7) | Adjustment reflects an estimated fair value premium due to interest rates. |
(8) | Adjustment reflects common stock issued in the Merger, net of the elimination of Southwest’s historical stockholders’ equity. |
(9) | Adjustment reflects the excess of the purchase price over the estimated fair value of net assets acquired. |
(10) | Adjustment reflects an adjustment for the fair value of buildings. |
(11) | Interest income on loans was adjusted to reflect the anticipated difference between the contractual interest rate earned on loans and estimated discount accretion over the remaining life of the acquired loans based on current market yields for similar loans. |
(12) | Interest expense on deposits was adjusted to reflect the anticipated amortization of the time deposit fair value adjustment over the remaining life of the deposits. |
(13) | Adjustment to depreciation expense relating to the fair value of buildings over their estimated useful lives. |
(14) | Adjustment reflects nonrecurring Merger costs. |
(15) | Adjustment reflects the anticipated amortization of core deposit intangible over an estimated ten-year useful life and calculated on a straight-line basis. |
(16) | Adjustment reflects the tax impact of the pro forma acquisition accounting adjustments, as well as the tax impact due to the S Corp status of Southwest at effective tax rate |
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