Spirit of Texas Bancshares (STXB) 8-K/A Financial Statements and Exhibits

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma combined condensed consolidated balance sheet as of March 31, 2019 and the unaudited pro forma combined condensed consolidated statements of income for the three months ended March 31, 2019 and the year ended December 31, 2018 have been prepared to show the impact on Spirit of Texas Bancshares, Inc.’s (“Spirit”) historical financial position and results of operations of (i) the completion of the acquisition of Comanche National Corporation (“Comanche”) on November 14, 2018, including the issuance of 2,142,811 shares of Spirit common stock to Comanche shareholders, and (ii) the completion of the acquisition of First Beeville Financial Corporation (“Beeville”) on April 2, 2019, including the issuance of 1,579,268 shares of Spirit common stock to Beeville shareholders.

The unaudited pro forma combined condensed consolidated financial information and explanatory notes are based upon the following assumptions:

• a closing price of Spirit common stock of $18.99, which was the closing price of Spirit common stock on November 14, 2018, as to the issuance of 2,142,811 shares of Spirit common stock to Comanche shareholders; and

• net cash payment to Comanche shareholders of $12,200,000, for a total consideration of $52.9 million.

• a closing price of Spirit common stock of $21.20 per share, which was the closing price of Spirit common stock on April 2, 2019, as to the issuance of 1,579,268 shares of Spirit common stock to Beeville shareholders; and

• net cash payment to Beeville shareholders of $32,375,000, for a total consideration of $65.9 million.

The unaudited pro forma combined condensed consolidated balance sheet give effect to the Beeville acquisition as business combinations under generally accepted accounting principles (“GAAP”). Accordingly, all Beeville assets and liabilities were recorded at their respective fair values and the excess of the merger consideration over the fair value of Beeville’s net assets was allocated to goodwill. The unaudited pro forma combined condensed consolidated statements of income give effect to the Comanche acquisition and the Beeville acquisition as business combinations under GAAP. Pro forma adjustments are included only to the extent they are (i) directly attributable to either or both of the acquisitions, (ii) factually supportable and (iii) with respect to the unaudited pro forma combined condensed consolidated statements 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 unaudited pro forma financial statements and are described in the accompanying footnotes. Spirit’s management believes that the estimates used in these unaudited 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 for each acquisition 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 unaudited pro forma financial statements do not include the effects of any potential cost savings which management believes will result from combining certain operating procedures.

Certain subjective estimates have been utilized in determining the pro forma adjustments applied to the historical results of operations of Comanche and Beeville. 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 Spirit, Comanche and Beeville been combined during these periods.

The unaudited pro forma combined condensed consolidated financial statements sets forth the information as if the Beeville acquisition had become effective on March 31, 2019, with respect to the unaudited pro forma combined condensed consolidated balance sheet, and as if each of the Comanche acquisition and the Beeville acquisition had become effective on January 1, 2018, with respect to the unaudited pro forma combined condensed consolidated statements of income. The inclusion of the Comanche acquisition in the pro forma combined condensed consolidated statements of income is through November 14, 2018, after which the results of operations of Comanche are included in the historical results of operations of Spirit.

In preparing the unaudited pro forma combined condensed consolidated financial information in accordance with GAAP, the following historical information was used:

• Spirit’s Quarterly Report filed on Form10-Q for the three months ended March 31, 2019;

• Beeville’s unaudited consolidated financial statements for the three months ended March 31, 2019;

• Spirit’s Annual Report filed on Form10-K for the year ended December 31, 2018;

• Beeville’s audited consolidated financial statements for the year ended December 31, 2018; and

• Comanche’s unaudited financial information year to date through November 14, 2018.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2019

	Spirit			Beeville			Beeville Acquisition Adjustments			Post Merger Pro forma Combined Company
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	122,662		$	61,291		$	(34,102	)(a)	$	149,851
Investment securities:
Available for sale securities, at fair value		131,068			59,800			—			190,868
Loans held for sale		6,300			—			—			6,300
Loans:
Loans held for investment		1,115,995			299,345			(3,392	)(b)		1,411,948
Less: allowance for loan and lease losses		(6,569	)		(3,568	)		3,568	(c)		(6,569	)
Loans, net		1,109,426			295,777			176			1,405,379
Premises and equipment, net		55,237			7,036			1,250	(d)		63,523
Other real estate owned and repossessed assets		518			1,359			—			1,877
Goodwill		18,253			—			24,202	(e)		42,455
Core deposit intangible		7,954			—			5,900	(f)		13,854
SBA servicing asset		3,747			—			—			3,747
Deferred tax asset, net		—			651			(1,757	)(g)		(1,106	)
Bank-owned life insurance		7,442			7,903			—			15,345
Federal Home Loan Bank and other bank stock, at cost		5,264			1,067			—			6,331
Other assets		9,313			2,109			313	(h)		11,735
Total assets	$	1,477,184		$	436,993		$	(4,018	)	$	1,910,159
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Transaction accounts:
Noninterest-bearing	$	258,440		$	98,264		$	—		$	356,704
Interest-bearing		363,326			241,702			—			605,028
Total transaction accounts		621,766			339,966			—			961,732
Time deposits		581,486			54,517			200	(i)		636,203
Total deposits		1,203,252			394,483			200			1,597,935
FHLB Advances		65,676			—			—			65,676
Deferred tax liability, net		449									449
Other liabilities		3,831			2,555			3,984	(j)		10,370
Total liabilities		1,273,208			397,038			4,184			1,674,430
Stockholders’ Equity:
Common stock		171,159			1,254			32,226	(k)(l)		204,639
Retained earnings		30,813			41,834			(43,561	)(l)		29,086
Accumulated other comprehensive income (loss)		2,004			(382	)		382	(l)		2,004
Treasury stock, at cost		—			(2,751	)		2,751	(l)		—
Total stockholders’ equity		203,976			39,955			(8,202	)		235,729
Total liabilities and stockholders’ equity	$	1,477,184		$	436,993		$	(4,018	)	$	1,910,159

The estimated fair values of the assets acquired and liabilities assumed in the Beeville acquisition are as follows:

Assets of acquired bank:
Cash and cash equivalents	$	61,291
Securities available for sale		59,800
Loans		295,953
Premises and equipment		8,286
Core deposit intangible		5,900
Deferred tax asset, net		(793	)
Other real estate		1,359
Other assets		11,079
Total assets acquired		442,875
Liabilities of acquired bank:
Deposits		394,683
Trust Preferred Securities		—
Other Liabilities		6,539
Total liabilities assumed		401,222
Net assets acquired		41,653
Common stock issued		33,480
Cash paid		32,375
Total purchase price	$	65,855
Excess of consideration paid over fair value of net assets acquired - Goodwill	$	24,202

(a) Record cash paid at close of $32.4 million and transaction costs attributable to Spirit of $802 thousand and attributable to Beeville of $925 thousand.

(b) Estimated fair market value adjustment on the acquired loan portfolio, which includes a $3.6 million adjustment for expected credit losses partially offset by a $200 thousand interest premium. The credit fair market value adjustment was estimated as 1.2% of the loan portfolio and the interest premium was estimated based upon loan portfolio yields for a group of ten of Beeville’s peer banks compared to the yield on Beeville’s loan portfolio. This fair market value adjustment is being accreted into interest income on a straight-line basis over the ten year average life of the portfolio.

(c) Eliminate acquiree’s allowance for loan losses.

(d) Estimated fair market value adjustment on premises acquired based upon insured value. Depreciation on the portion of the fair market value adjustment estimated to be attributable to buildings, of $1.2 million will be taken over an estimated life of 30 years on a straight-line basis.

(e) Record goodwill for amount of consideration and liabilities assumed over fair value of the assets received.

(f) Estimated core deposit intangible calculated as 2.0% of non time deposits excluding public funds up for bid. Amortization of core deposit intangible will occur over a ten year life using the sum of the years digits method. Estimated amortization in years one through five are $1.1 million, $965 thousand, $858 thousand, $751 thousand and $644 thousand, respectively.

(g) Estimated fair market value adjustment on acquired deferred tax assets and liabilities, net using a 21.0% enacted tax rate. The fair market value adjustment of the deferred tax asset is $1.8 million. The significant components of the proforma adjustments to deferred tax asset related to acquired loans fair value adjustment of $709 thousand, a deferred tax liability related to premises and equipment of $263 thousand, a deferred tax liability related to core deposit intangible of $1.3 million, the elimination of the deferred tax asset related to Beeville’s historical allowance for loan losses of $613 thousand and the elimination of the deferred tax asset related to Beeville’s deferred compensation previously booked of $313 thousand. Acquired deferred tax assets materially consist of deferred taxes on deferred loan fees ($208 thousand). Acquired deferred tax liabilities materially consist of deferred taxes on premises and equipment ($201 thousand) and OREO ($109 thousand).

(h) Income tax receivable arising from deferred compensation payments.

(i) Estimated fair market value adjustment on time deposits based upon published market time deposit rates compared to the yield on Beeville’s time deposits.

(j) Liability arising from Change in Control Agreement and Stock Appreciation Rights Plan Award Agreements that were in place prior to the reorganization agreement. The value of the stock appreciation rights was derived using the April 2, 2019 closing price of Spirit common stock of $21.20.

(k) Issue 1,579,268 shares of Spirit common stock at April 2, 2019 closing price of $21.20 for a total of $33.5 million in equity consideration.

(l) Eliminate Beeville capital accounts. Adjustment to retained earnings includes $1.7 million in closing costs.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR

ENDED DECEMBER 31, 2018

	Spirit		Comanche		Comanche Acquisition Pro Forma Adjustments			Beeville		Beeville Acquisition Pro Forma Adjustments			Pro Forma Combined Company
	(Dollars in thousands, except per share data)
Interest income:
Interest and fees on loans	$	55,087	$	6,498	$	249	(a)	$	15,957	$	337	(f)	$	78,128
Interest and dividends on investment securities		1,508		4,033		—			1,200		—			6,741
Other interest income		744		321		—			946		—			2,011
Total interest income		57,339		10,852		249			18,103		337			86,880
Interest expense:
Interest on deposits		8,482		1,566		(198	)(b)		1,828		(50	)(g)		11,628
Interest on FHLB advances and other borrowings		1,842		101		—			2		—			1,945
Total interest expense		10,324		1,667		(198	)		1,830		(50	)		13,573
Net interest income		47,015		9,185		447			16,273		387			73,307
Provision for loan losses		2,160		—		—			565		—			2,725
Net interest income after provision for loan losses		44,855		9,185		447			15,708		387			70,582
Noninterest income:
Service charges and fees		1,887		1,323		—			971		—			4,181
SBA loan servicing fees		2,727		—		—			—		—			2,727
Gain on sales of loans, net		5,120		—		—			—		—			5,120
Other noninterest income		755		41		—			183		—			979
Total noninterest income		10,489		1,364		—			1,154		—			13,007
Noninterest expense:
Salaries and employee benefits		27,512		4,736		—			5,352		—			37,600
Occupancy and equipment expenses		5,215		912		50	(c)		1,041		42	(c)		7,260
Professional services		3,055		421		—			—		—			3,476
Data processing and network		1,276		164		—			—		—			1,440
Regulatory assessments and insurance		1,094		239		—			—		—			1,333
Amortization of intangibles		917		—		1,497	(d)		—		1,062	(h)		3,476
Other operating expenses		4,295		1,464		—			2,733		—			8,492
Total noninterest expense		43,364		7,936		1,547			9,126		1,104			63,077
Income before income tax expense		11,980		2,613		(1,100	)		7,736		(717	)		20,512
Income tax expense		2,002		138		(231	)(e)		1,483		(151	)(e)		3,241
Net income	$	9,978	$	2,475	$	(869	)	$	6,253	$	(566	)	$	17,271
Share and per share data:
Earnings per common share:
Basic	$	1.08	$	6.19				$	105.73				$	1.36
Diluted	$	1.03	$	6.19				$	105.73				$	1.32
Weighted average common shares outstanding:
Basic		9,258,216		399,811					59,138					12,698,424
Diluted		9,642,408		399,811					59,138					13,082,616

(a) Adjustment to interest income for accretion on Comanche acquired loans based on expected fair market value.

(b) Adjustment to interest expense for amortization on Comanche time deposits based on expected fair market value.

(c) Additional depreciation related to fair market value adjustment on premises.

(d) Expected amortization of additional core deposit intangible of $6.0 million is based on a 6 year life using the sum of the years digits amortization method.

(e) Tax adjustment related to other pro forma adjustments calculated at a 21% rate.

(f) Adjustment to interest income for accretion on Beeville acquired loans based on expected fair market value.

(g) Adjustment to interest expense for amortization on Beeville’s time deposits based on expected fair market value.

(h) Expected amortization of additional core deposit intangible of $5.8 million is based on a 10 year life using the sum of the years digits amortization method.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2019

	Spirit		Beeville		Beeville Acquisition Pro Forma Adjustments			Pro Forma Combined Company
	(Dollars in thousands, except per share data)
Interest income:
Interest and fees on loans	$	17,118	$	4,540	$	84	(a)	$	21,742
Interest and dividends on investment securities		1,182		341		—			1,523
Other interest income		584		313		—			897
Total interest income		18,884		5,194		84			24,162
Interest expense:
Interest on deposits		3,071		554		(13	)(b)		3,612
Interest on FHLB advances and other borrowings		378		—		—			378
Total interest expense		3,449		554		(13	)		3,990
Net interest income		15,435		4,640		97			20,172
Provision for loan losses		849		80		—			929
Net interest income after provision for loan losses		14,586		4,560		97			19,243
Noninterest income:
Service charges and fees		729		240		—			969
SBA loan servicing fees		264		—		—			264
Gain on sales of loans, net		804		—		—			804
Other noninterest income		1,260		44		—			1,304
Total noninterest income		3,057		284		—			3,341
Noninterest expense:
Salaries and employee benefits		7,124		1,493		—			8,617
Occupancy and equipment expenses		1,262		279		11	(c)		1,552
Professional services		1,041		—		—			1,041
Data processing and network		485		—		—			485
Regulatory assessments and insurance		98		—		—			98
Amortization of intangibles		603		—		241	(d)		844
Other operating expenses		2,391		872		—			3,263
Total noninterest expense		13,004		2,644		252			15,900
Income before income tax expense		4,639		2,200		(155	)		6,684
Income tax expense		829		469		(33	)(e)		1,265
Net income	$	3,810	$	1,731	$	(122	)	$	5,419
Share and per share data:
Earnings per common share:
Basic	$	0.31	$	29.27				$	0.39
Diluted	$	0.30	$	29.27				$	0.38
Weighted average common shares outstanding:
Basic		12,152,558		59,138					13,731,749
Diluted		12,607,445		59,138					14,186,636

(a) Adjustment to interest income for accretion on Beeville acquired loans based on expected fair market value.

(b) Adjustment to interest expense for amortization on Beeville time deposits based on expected fair market value.

(c) Additional depreciation related to fair market value adjustment on premises.

(d) Expected amortization of additional core deposit intangible of $5.8 million is based on a 10 year life using the sum of the years digits amortization method.

(e) Tax adjustment related to other pro forma adjustments calculated at a 21% rate.