Exhibit 99.3
COMBINED COMPANY PRO FORMA FINANCIAL INFORMATION (unaudited)
Condensed Consolidated Statement of Financial Condition
As of June 30, 2017
| | | | | | Purchase | | | Pro Forma | |
| | | Historical | | | Accounting | | | After | |
| (Dollars in thousands, except share data) | | HCBF | | | Jefferson | | | Adjustments | | | Adjustments | |
| Assets | | | | | | | | | | | | | | | | |
| Cash, overnights, fed funds sold | | $ | 62,986 | | | $ | 20,795 | | | $ | (9,181 | )(a) | | $ | 74,600 | |
| Investment securities | | | 609,929 | | | | 45,529 | | | | - | | | | 655,458 | |
| Loans held for sale | | | 6,441 | | | | - | | | | - | | | | 6,441 | |
| Loans | | | 1,064,481 | | | | 243,457 | | | | (2,745 | )(b) | | | 1,305,193 | |
| Allowance for loan losses | | | (7,120 | ) | | | (2,265 | ) | | | 2,265 | (c) | | | (7,120 | ) |
| Net loans | | | 1,057,361 | | | | 241,192 | | | | (480 | ) | | | 1,298,073 | |
| FDIC Indemnification asset | | | - | | | | - | | | | - | | | | - | |
| Premises and fixed assets | | | 50,187 | | | | 4,422 | | | | (79 | )(d) | | | 54,530 | |
| Other real estate owned | | | 8,665 | | | | - | | | | - | | | | 8,665 | |
| Goodwill | | | 12,286 | | | | - | | | | 11,935 | (e) | | | 24,221 | |
| Intangible assets | | | 11,405 | | | | 264 | | | | 3,471 | (f) | | | 15,140 | |
| Deferred tax asset | | | 13,288 | | | | 738 | | | | (1,081 | )(g) | | | 12,945 | |
| Bank-owned life insurance | | | 38,578 | | | | - | | | | - | | | | 38,578 | |
| Other assets | | | 15,267 | | | | 3,602 | | | | (57 | )(h) | | | 18,812 | |
| Total Assets | | $ | 1,886,393 | | | $ | 316,542 | | | $ | 4,528 | | | $ | 2,207,463 | |
| | | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | |
| Deposits | | $ | 1,561,098 | | | $ | 237,838 | | | $ | 19 | (i) | | $ | 1,798,955 | |
| FHLB advances | | | 76,446 | | | | 42,000 | | | | (37 | )(j) | | | 118,409 | |
| Trust preferred obligation | | | 5,992 | | | | - | | | | - | | | | 5,992 | |
| Senior Debt | | | - | | | | 3,030 | | | | - | | | | 3,030 | |
| Securities sold under repurchase agreements | | | - | | | | 6,015 | | | | - | | | | 6,015 | |
| Capital lease obligation | | | 743 | | | | - | | | | - | | | | 743 | |
| Other liabilities | | | 18,824 | | | | 1,479 | | | | - | | | | 20,303 | |
| Total Liabilities | | | 1,663,103 | | | | 290,362 | | | | (18 | ) | | | 1,953,447 | |
| Stockholders' Equity | | | | | | | | | | | | | | | | |
| Stockholders' capital and surplus | | | 202,631 | | | | 27,304 | | | | 3,422 | (k) | | | 233,357 | |
| Retained earnings | | | 23,204 | | | | (367 | ) | | | 367 | (l) | | | 23,204 | |
| Accumulated other comprehensive income (loss) | | | (2,545 | ) | | | (757 | ) | | | 757 | (l) | | | (2,545 | ) |
| Total Equity Capital | | | 223,290 | | | | 26,180 | | | | 4,546 | | | | 254,016 | |
| Total Liabilities and Capital | | $ | 1,886,393 | | | $ | 316,542 | | | $ | 4,528 | | | $ | 2,207,463 | |
| | | | | | | | | | | | | | | | | |
| Number of common shares outstanding | | | 20,052,830 | | | | 2,698,102 | | | | | | | | 22,171,850 | |
| Total book value per common share | | $ | 11.14 | | | $ | 9.70 | | | | | | | $ | 11.46 | |
| Tangible book value per common share | | $ | 9.95 | | | $ | 9.61 | | | | | | | $ | 9.68 | |
| (a) | Cash consideration paid to Jefferson by HCBF of $9,446 less cash received from options exercises of $265. |
| (b) | Estimated loan discount of $2,745, $3,452 estimated credit loss and $707 amortizable premium. |
| (c) | Elimination of Jefferson allowance for loan losses under GAAP accounting. |
| (d) | Write down of Premises and fixed assets. |
| (e) | See goodwill allocation table. |
| (f) | Estimated core deposit intangible, amortized over 10 years straight-line method. |
| (g) | Estimated deferred tax asset relating to purchase accounting fair value adjustments. |
| (h) | Write down of prepaid expenses. |
| (i) | Estimated time deposit premium relating to purchase accounting fair value adjustments. |
| (j) | Fair value adjustment relating to FHLB borrowings. |
| (k) | Elimination and adjustment of Jefferson capital accounts under GAAP accounting. The elimination is net of the estimated fair value of net assets acquired of $30,726 for which 2,119,020 shares of HCBF voting common stock will be issued in merger and elimination of Jefferson capital of ($27,304). |
| (l) | Elimination of Jefferson capital accounts under GAAP accounting. |
(e) Estimated goodwill (see goodwill allocation table below).
| | | Pro Forma | | | | |
| | | As of June 30, 2017 | | | | |
| Goodwill allocation table | | | | | | | | |
| Purchase Price: | | | | | | | | |
| Jefferson shares outstanding | | | 2,698,102 | | | | | |
| Jefferson options expected to exercise before close | | | 32,100 | | | | | |
| Total Jefferson shares to be converted | | | 2,730,202 | | | | | |
| Assumed percentage of shares electing stock consideration | | | 80.2 | % | | | | |
| Jefferson stock election shares | | | 2,189,975 | | | | | |
| Stock election exchange ratio | | | 0.9676 | | | | | |
| New HCBF shares to be issued | | | 2,119,020 | | | | | |
| HCBF stipulated share price | | $ | 14.50 | | | | | |
| Total value of stock portion of merger consideration | | $ | 30,725,790 | | | | | |
| Assumed number of Jefferson shares electing cash (19.8%) | | | 540,227 | | | | | |
| Per share cash election consideration | | $ | 14.03 | | | | | |
| Total value of cash portion of merger costs | | $ | 7,579,382 | | | | | |
| Jefferson options outstanding | | | 356,072 | | | | | |
| Jefferson options expected to exercise before close | | | (32,100 | ) | | | | |
| Jefferson options to be paid in cash | | | 323,972 | | | | | |
| Per share cash election consideration of $14.03 less average strike price of $8.27 | | $ | 5.76 | | | | | |
| Cash paid to Jefferson option holders | | $ | 1,866,635 | | | | | |
| | | | | | | | | |
| Total purchase price | | $ | 40,171,807 | | | | | |
| | | | | | | | | |
| ($ in thousands) | | | | | | | | |
| Total purchase price | | | | | | $ | 40,172 | |
| Allocated to: | | | | | | | | |
| Historical book value of Jefferson's assets and liabilities | | | 26,180 | | | | | |
| Cash from exercise of Jefferson options prior to close | | | 265 | | | | | |
| Adjusted Jefferson historical book value | | | 26,445 | | | | | |
| Adjustments to record assets and liabilities at fair value: | | | | | | | | |
| Loan fair value mark | | | (2,745 | ) | | | | |
| Jefferson allowance for loan losses write-off | | | 2,265 | | | | | |
| Core deposit intangible value | | | 3,471 | | | | | |
| Time deposit fair value mark | | | (19 | ) | | | | |
| FHLB advance fair value mark | | | 37 | | | | | |
| Premises and fixed assets write-off | | | (79 | ) | | | | |
| Prepaid expenses write-off | | | (57 | ) | | | | |
| Deferred tax effect of fair value adjustments | | | (1,081 | ) | | | | |
| Fair value of net assets acquired | | | | | | | 28,237 | |
| Goodwill | | | | | | $ | 11,935 | |
COMBINED COMPANY PRO FORMA FINANCIAL INFORMATION (unaudited)
Condensed Consolidated Statement of Income
For six months ended, June 30, 2017
| | | | | | | | | Mark to Market | | | Pro Forma | |
| | | Historical | | | Transaction | | | After | |
| (dollars in thousands) | | HCBF | | | Jefferson | | | Adjustments | | | Adjustments | |
| Total interest income | | $ | 33,804 | | | $ | 5,621 | | | $ | (64 | )(a) | | $ | 39,361 | |
| Total interest expense | | | 3,132 | | | | 444 | | | | 3 | (b)(c) | | | 3,579 | |
| Net interest income | | | 30,672 | | | | 5,177 | | | | (67 | ) | | | 35,782 | |
| Provision for loan losses | | | 1,563 | | | | 143 | | | | - | | | | 1,706 | |
| Service charges on deposit accounts | | | 1,564 | | | | 211 | | | | - | | | | 1,775 | |
| ATM and interchange income | | | 1,557 | | | | 153 | | | | - | | | | 1,710 | |
| Net gain of sale of loans | | | 1,761 | | | | - | | | | - | | | | 1,761 | |
| Other | | | 1,376 | | | | 84 | | | | - | | | | 1,460 | |
| Total non-interest income | | | 6,258 | | | | 448 | | | | - | | | | 6,706 | |
| Salaries and employee benefits | | | 14,567 | | | | 2,179 | | | | - | | | | 16,746 | |
| Occupancy and equipment | | | 3,887 | | | | 563 | | | | - | | | | 4,450 | |
| Data processing | | | 2,878 | | | | 455 | | | | - | | | | 3,333 | |
| Foreclosed asset expense | | | 804 | | | | - | | | | - | | | | 804 | |
| Amortization of intangibles | | | 1,143 | | | | 26 | | | | 174 | (d) | | | 1,343 | |
| Other | | | 5,115 | | | | 360 | | | | - | | | | 5,475 | |
| Total non-interest expense | | | 28,394 | | | | 3,583 | | | | 174 | | | | 32,151 | |
| Income before taxes | | | 6,973 | | | | 1,899 | | | | (241 | ) | | | 8,631 | |
| Income tax expense (benefit) | | | 2,541 | | | | 729 | | | | (92 | )(e) | | | 3,178 | |
| Net income | | $ | 4,432 | | | $ | 1,170 | | | $ | (149 | ) | | $ | 5,453 | |
| | | | | | | | | | | | | | | | | |
| Earnings Per Share - Basic | | $ | 0.22 | | | $ | 0.43 | | | | | | | $ | 0.25 | |
| Weighted Average Shares - Basic | | | 20,052,830 | | | | 2,698,102 | | | | | | | | 22,171,850 | |
| Earnings per Share - Diluted | | $ | 0.22 | | | $ | 0.42 | | | | | | | $ | 0.24 | |
| Weighted Average Shares - Diluted | | | 20,600,038 | | | | 2,813,115 | | | | | | | | 22,719,058 | |
(a) Amortization of loan fair value premium, assumed level yield 5.5 year average life.
(b) Amortization of time deposits fair value premium, assumed straight line for 3 years.
(c) Amortization of FHLB fair value discount, assumed straight line for 3 years.
(d) Amortization of core deposit intangible fair value mark, 10 years straight line.
(e) Net tax benefit on fair value amortization items at 38% tax rate.
Pro forma net income excludes the effect of one-time merger-related expenses expected to be approximately $3,500.
