eqbk-8k_20180125.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 25, 2018

 

EQUITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Kansas

001-37624

72-1532188

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

7701 East Kellogg Drive, Suite 300

Wichita, KS

 

 

67207

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: 316.612.6000

 

Former name or former address, if changed since last report: Not Applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

1


Item 2.02Results of Operations and Financial Condition.

 

On January 25, 2018, Equity Bancshares, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2017. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

 

The information in this Item 2.02, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In connection with a restructuring of the board of directors (the “Board”) of the Company, Dan R. Bowers, Roger A. Buller, Michael R. Downing, P. John Eck and Randee R. Koger each notified the Company of their intent to resign from the Board effective immediately prior to the 2018 annual meeting of stockholders of the Company. Each of the directors volunteered to resign from the Board in connection with the restructuring of the Board.  At the effective time of the resignations, the number of directors that compose the Board will be reduced from fourteen directors to nine directors.  The Company believes that the smaller Board will improve the corporate governance of the Company.  Each of the directors will continue to serve on the board of directors of Equity Bank, the Company’s wholly-owned subsidiary.

 

Mr. Buller currently serves on the Compensation Committee.  Mr. Eck currently serves on the Corporate Governance and Nominating Committee and Mr. Bowers, Mr. Downing and Ms. Koger serve on the Risk Management Committee.  The determinations of Messrs. Bowers, Buller, Downing, Eck and Ms. Koger to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

 

As a result of the resignations, the Board determined that it is in the best interests of the stockholders for Jerry Maland to transfer from a Class II to a Class I director in order to apportion the number of directors equally among each of the three classes of directors.  Mr. Maland will be classified a Class I director following the effective time of the resignations.

 

Item 7.01Regulation FD Disclosure.

 

The Company intends to hold an investor call and webcast to discuss its financial results for the fourth quarter ended December 31, 2017 on Friday, January 26, 2018, at 9:00 a.m. Central Time. The Company’s presentation to analysts and investors contains additional information about the Company’s financial results for the fourth quarter ended December 31, 2017 and is furnished as Exhibit 99.2 and is incorporated by reference herein.

 

The information in this Item 7.01, including Exhibit 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

 

Item 8.01Other Events.

 

The only information contained in this Form 8-K being filed for the purposes of Rule 425 of the Securities Act is the information relating solely to the proposed mergers between the Company and each of Kansas Bank Corporation and Adams Dairy Bancshares, Inc. contained in the press release furnished herewith as Exhibit 99.1.

 

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Description

99.1

 

Earnings Press Release, dated January 25, 2018

99.2

 

Equity Bancshares, Inc. Investor Presentation

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Equity Bancshares, Inc.

 

 

Date: January 25, 2018

By: /s/ Gregory H. Kossover

 

Gregory H. Kossover

 

Executive Vice President and Chief Financial Officer


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eqbk-ex991_8.htm

Equity Bancshares, Inc.                                                                      EXHIBIT 99.1

PRESS RELEASE - 1/25/2018

 

Equity Bancshares, Inc. Expands Organically And With Mergers In 2017,

Announces Fourth Quarter Record Income Before Merger Expense And Taxes

Completes Three Mergers, Adds Oklahoma Markets, Announces Two 2018 Mergers

 

WICHITA, Kansas, January 25, 2018 (GLOBE NEWSWIRE) – Equity Bancshares, Inc. (NASDAQ: EQBK), (“Equity”, “we”, “us”, “our”), the Wichita-based holding company of Equity Bank, reported its unaudited results for the quarter and year ended December 31, 2017, including net income allocable to common stockholders for the year of $20.6 million, or $1.62 per diluted share, and $4.3 million or $0.31 per diluted share in the fourth quarter.

 

Brad Elliott, Chairman and CEO of Equity, said, “Our velocity continued throughout 2017, and our footprint has been strengthened by the addition of strong community banks in Oklahoma, including Ponca City, Newkirk, and Tulsa, as well as additional Western Kansas locations.  We have focused our sales and service teams on organic growth while integrating community banks within our network, and in 2017 our loans grew by 9.0% and core deposits grew by 9.6%, not including the addition of new markets.  In 2018, we will continue our strategy of building strong commercial and consumer relationships within our communities, while offering sophisticated banking services.  We continue to maintain an active merger pipeline, while serving customers in four states with our entrepreneurial spirit.”

 

Equity completed its merger of Prairie State Bancshares, Inc. (“Prairie”) of Hoxie, Kansas, on March 10, 2017. The merger added three bank locations in Western Kansas.  At merger, Prairie had assets of $153.1 million, net loans of $130.1 million and total deposits of $125.4 million. Results of operations of Prairie were included in Equity’s results of operations beginning March 11, 2017.

 

Equity also expanded into Oklahoma during 2017, completing mergers on November 10th with Eastman National Bancshares, Inc. (“Eastman”) of Ponca City, Oklahoma, and Cache Holdings, Inc. (“Cache”) of Tulsa, Oklahoma.  Equity now has five bank offices in Oklahoma, including bank locations in Newkirk, Ponca City, and Tulsa.  Results of operations of Eastman and Cache are included in Equity’s 2017 results subsequent to each merger.  At the time of merger, Eastman had assets of $259.7 million, net loans of $177.9 million and total deposits of $224.6 million.  Cache had assets of $324.6 million, net loans of $287.2 million and total deposits of $278.7 million.

 

Notable Items:

 

 

-

Income before taxes for the fourth quarter of 2017 was $7.5 million, or $0.50 per diluted share, compared to $981 thousand, or $0.08 per diluted share, for the same time period in 2016.  Income before taxes, adjusted to exclude merger expense, was a record $10.7 million, or $0.72 per diluted share, for the fourth quarter of 2017, compared to $6.0 million, or $0.51 per diluted share, for the fourth quarter of 2016.

 

-

Stated diluted earnings per share in the fourth quarter of 2017 were $0.31.  Merger expenses, adjusted for estimated income tax, were $2.1 million in the fourth quarter of 2017, or $0.15 per diluted share.  

 

-

The impact on earnings in the fourth quarter for the Tax Cuts and Jobs Act (Tax Reform) resulted in additional income tax expense of $1.2 million, or $0.09 per diluted share.  

 

-

Net income allocable to common stockholders, adjusted for these two items, was a record $7.6 million, or $0.55 per diluted share in the fourth quarter of 2017, compared to 2016 fourth quarter net income allocable to common stockholders, adjusted for merger expenses of $4.1 million, or $0.41 per diluted share.

 

Highlights of Equity’s growth include:

 

 

-

Total loans held for investment of $2.10 billion at December 31, 2017, as compared to total loans held for investment of $1.38 billion at December 31, 2016.  The increase of $719.7 million includes organic growth of $124.5 million, or 9.0%, $130.1 million of loans added in the Prairie merger, $177.9 million of loans added in the Eastman merger, and $287.2 million of loans added in the Cache merger.

 

-

Total deposits were $2.38 billion at December 31, 2017, and $1.63 billion at December 31, 2016.  Signature Deposits, or core deposits comprised of checking accounts, savings accounts, and money market accounts,

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Equity Bancshares, Inc.                                                                      EXHIBIT 99.1

PRESS RELEASE - 1/25/2018

 

were $1.61 billion at December 31, 2017, compared to $1.08 billion at December 31, 2016.  Organic signature deposit growth was 9.6% for the year.  In addition, the Prairie merger added total deposits of $125.4 million, including core deposits of $80.1 million, the Eastman merger added total deposits of $224.6 million, including core deposits of $197.6 million, and the Cache merger added total deposits of $278.7 million, including core deposits of $146.6 million.

 

-

Total assets of $3.17 billion at December 31, 2017, compared to $2.19 billion at December 31, 2016.  The Prairie merger added total assets of $153.1 million, the Eastman merger added total assets of $259.7 million, and the Cache merger added total assets of $324.6 million.

 

-

Book value per common share of $25.62 at December 31, 2017 and $22.09 at December 31, 2016. Tangible book value per common share of $17.61 at December 31, 2017 and $16.64 at December 31, 2016.

 

Equity announced two mergers on December 18, 2017.  The first provides entry for Equity into Southwest Kansas, with a merger agreement with Kansas Bank Corporation (“KBC”) of Liberal, Kansas, parent company of First National Bank of Liberal/Hugoton.  The second merger is a natural fit into Equity’s Kansas City metropolitan market, and Equity will merge with Adams Dairy Bancshares, Inc. (“Adams”) of Blue Springs, Missouri, parent company of Adams Dairy Bank.  Equity expects to close and complete the mergers simultaneously in the second quarter of 2018.

 

After the mergers, Equity will operate 48 bank locations in four states, adding five bank locations in Southwest Kansas and having a total of seven bank offices in its Kansas City market, including three in Lee’s Summit, Missouri, two in Overland Park, Kansas, and one in Kansas City, Missouri.  The mergers mark Equity’s sixteenth and seventeenth integrations since 2003 and the mergers with KBC and Adams will be the sixth and seventh since the Company’s initial public offering in November 2015.

 

Financial Results For Year and Quarter Ended December 31, 2017

 

Net income allocable to common stockholders was $20.6 million for the year ended December 31, 2017, as compared to $9.4 million for the year ended December 31, 2016, an increase of $11.3 million or 120.3%.  Beginning November 11, 2016, financial results reflect the merger of Community First Bancshares, Inc. (“Community”). The merger of Community added five locations in Arkansas with total assets of $462.9 million.  Results of operations of Prairie were included in Equity’s results of operations beginning March 11, 2017 and results of operations for both Eastman and Cache were included in Equity’s results of operations beginning November 11, 2017.  Merger expenses of $5.4 million, $3.5 million after tax, are included in 2017 results. These costs were incurred mostly in connection with the Prairie, Eastman, and Cache mergers, with a very small amount attributable to the pending KBC and Adams mergers. Merger expenses associated with the Community merger and the then pending Prairie merger totaling $5.3 million, $3.9 million after tax, are included in 2016 results.

 

Diluted earnings per share were $1.62 for the year ended December 31, 2017, as compared to $1.07 for the comparable period of 2016.  Weighted average fully diluted shares were 12,707,184 and 8,755,526 for the years ended December 31, 2017 and 2016.  The increase in weighted average fully diluted shares reflects the issuance of 479,465 shares in connection with Equity’s March 2017 merger of Prairie and issuance of 1,179,747 and 1,190,941 shares in connection with Equity’s November 2017 mergers of Eastman and Cache.

 

Net interest income was $86.0 million for the year ended December 31, 2017 as compared to $52.6 million for the year ended December 31, 2016, a $33.4 million or 63.5% increase. The increase in net interest income was primarily driven by growth in loan and securities balances, partially offset by an increase in interest expense as we funded the increase in earning assets with increased deposits and borrowings.

 

Our net interest margin was 3.83% for the year ended December 31, 2017 as compared to 3.30% for the year ended December 31, 2016.  The increase in net interest margin was primarily due to an increase in overall yield on interest-earning assets and the utilization of a “leverage” or “spread” opportunity during the first nine months of 2016. The spread opportunity, as more fully discussed in our 2016 Annual Report on Form 10-K, positively impacts net income but negatively impacts net interest margin due to investing in lower yielding interest-earning assets. Net

2

 


Equity Bancshares, Inc.                                                                      EXHIBIT 99.1

PRESS RELEASE - 1/25/2018

interest margin excluding this spread opportunity was approximately 3.51% for the twelve months ended December 31, 2016.  Equity suspended the utilization of this strategy effective October 1, 2016.

 

The provision for loan losses was $3.0 million for the year ended December 31, 2017 as compared to $2.1 million for the year ended December 31, 2016.  Net charge-offs for the twelve months ended December 31, 2017 were $887 thousand compared to net charge-offs of $1.2 million for the comparable period of 2016.

 

Total non-interest income was $15.4 million for the year ended December 31, 2017 as compared to $10.5 million for the year ended December 31, 2016. Increases in service charges and fees and in debit card income are principally attributable to the addition of accounts and higher transaction volumes associated with the Community and Prairie mergers and to a lesser extent the November 2017 Eastman and Cache mergers.  Non-interest income includes net gain from securities transactions of $271 thousand and $479 thousand for the twelve-month periods ended December 31, 2017 and 2016.

 

Total non-interest expense was $67.5 million for the year ended December 31, 2017 as compared to $47.1 million for the year ended December 31, 2016. These results reflect the full-year effect of the Community merger, the March 2017 addition of three locations in western Kansas, the November 2017 additions of five locations in northern Oklahoma, as well as additions to lending, customer service, corporate and operations staff indirectly attributable to mergers and other growth. Non-interest expense also includes merger expenses of $5.4 million for the year ended December 31, 2017.  These costs were incurred mainly in connection with the Prairie, Eastman, and Cache mergers, with a small amount attributable to the pending KBC and Adams mergers.  Merger expenses for the year ended December 31, 2016 were associated with the Community and then pending Prairie mergers and totaled $5.3 million.

 

Equity’s effective tax rate for the twelve-month period ended December 31, 2017 was 33.4% as compared to 32.4% for the comparable period ended December 31, 2016.  The effective tax rates for each of the comparable periods reflect the levels of tax-exempt interest income, non-taxable life insurance income, non-deductible facilitative merger expenses, and other non-deductible expenses included in income before income taxes as well as federal income tax credits available to reduce Equity’s tax expense for the respective periods.  In addition, beginning with the first quarter 2017 adoption of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, excess tax benefits, generated when the tax return deductible compensation expense exceeds cumulative compensation cost recognized for financial reporting purposes, have been recorded in the period in which they occur.  Prior to adoption of ASU 2016-09, excess tax benefits associated with the exercise of stock options were recognized as additional paid in capital.  The 2017 provision for income taxes also includes a fourth quarter charge of $1.2 million, or $0.10 per diluted share, related to Tax Reform.  The reduction of the statutory federal tax rate from 35% to 21%, provided for by Tax Reform, resulted in the re-measurement of Equity’s net deferred tax assets.

 

Fourth Quarter Financial Results

 

Net income allocable to common stockholders was $4.3 million for the three months ended December 31, 2017, as compared to $417 thousand for the three months ended December 31, 2016.  Diluted earnings per share were $0.31 for the three-month period ended December 31, 2017, as compared to $0.04 for the comparable period of 2016.  Weighted average fully diluted shares were 13,809,533 and 10,012,395 for the three-month periods ended December 31, 2017 and 2016.

 

Net interest income for the quarter ended December 31, 2017 was $24.6 million as compared to $15.7 million for the quarter ended December 31, 2016. Growth in loan and securities balances, partially offset by the increased deposits and borrowings required to fund that growth resulted in the increased net interest income.

 

Our net interest margin was 3.79% for the quarter ended December 31, 2017 and 3.60% for the comparable quarter of the prior year.

 

3

 


Equity Bancshares, Inc.                                                                      EXHIBIT 99.1

PRESS RELEASE - 1/25/2018

The provision for loan losses was $503 thousand for the quarter ended December 31, 2017 as compared to $760 thousand for the quarter ended December 31, 2016. Net recoveries for the three months ended December 31, 2017 were $26 thousand compared to net charge-offs of $405 thousand for the comparable period of 2016.

Total non-interest income for the quarter ended December 31, 2017 was $4.1 million, compared to $2.8 million for the quarter ended December 31, 2016.  Increases in service charges and fees and in debit card income are principally attributable to the addition of accounts and higher transaction volumes associated with the Community and Prairie mergers and to a lesser extent the November 2017 Eastman and Cache mergers.

 

Total non-interest expense for the quarter ended December 31, 2017 was $20.7 million, compared to $16.7 million for the quarter ended December 31, 2016. Non-interest expense includes merger expenses of $3.3 million for the three-months ended December 31, 2017, compared to $5.1 million for the comparable period of 2016. Increased non-interest expense reflects the effect of merger activity, as well as additions to lending, customer service, corporate and operations staff.

 

Equity’s provision for income taxes was $3.2 million for the quarter ended December 31, 2017, as compared to provision for income taxes of $564 thousand for the quarter ended December 31, 2016.

 

Loans, Deposits, And Total Assets

 

Loans held for investment were $2.10 billion at December 31, 2017, compared to $1.38 billion at December 31, 2016, an increase of $719.7 million. The year-over-year increase in loans held for investment includes organic growth of $124.5 million, or 9.0%, $130.1 million of net loans acquired in the Prairie merger in the first quarter of 2017, $177.9 million of net loans acquired in the Eastman merger in the fourth quarter of 2017 and $287.2 million of net loans acquired in the Cache merger in the fourth quarter of 2017.

 

As of December 31, 2017, Equity’s allowance for loan losses to total loans was 0.40%, compared to 0.46% at December 31, 2016. Total reserves, including purchase discounts, to total loans were approximately 1.21% as of December 31, 2017, compared to 1.37% at December 31, 2016. Nonperforming assets of $48.2 million as of December 31, 2017 were 1.52% to total assets, and include $7.8 million of nonperforming assets acquired in the Prairie merger, $8.4 million of nonperforming assets acquired in the Eastman merger, and $520 thousand of nonperforming assets acquired in the Cache merger.  Nonperforming assets at December 31, 2016 were $31.3 million or 1.43% of total assets.

 

Total deposits were $2.38 billion at December 31, 2017, as compared to $1.63 billion at December 31, 2016. Total deposits increased $751.6 million between December 31, 2016 and December 31, 2017, including $125.4 million of deposits assumed in the Prairie merger, $224.6 million of deposits assumed in the Eastman merger, $278.7 million of deposits assumed in the Cache merger, and $122.9 million, or 7.5%, of organic deposit growth.  Signature Deposits were $1.61 billion at December 31, 2017, as compared to $1.08 billion at December 31, 2016.  

 

At December 31, 2017, Equity had consolidated total assets of $3.17 billion, compared to $2.19 billion at December 31, 2016, an increase of $978.8 million.  The increase in total assets includes $153.1 million of total assets acquired in the Prairie merger, $259.7 million of total assets acquired in the Eastman merger, and $324.6 million of total assets acquired in the Cache merger.

 

Capital and Borrowings

 

In connection with the Prairie merger, Equity issued 479,465 shares valued at $31.79 per share, Equity’s closing price on March 10, 2017.  Net of $329 thousand of stock issuance costs, the Prairie merger added $14.9 million to stockholders’ equity. Related to the Eastman and Cache mergers, Equity issued 1,179,747 and 1,190,941 shares valued at $33.15 per share, Equity’s closing price on November 10, 2017.  Net of $299 thousand of stock issuance costs, the Eastman merger added $38.8 million to stockholders’ equity and net of $252 thousand of stock issuance costs, the Cache merger added $39.2 million to stockholders’ equity.

 

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Equity Bancshares, Inc.                                                                      EXHIBIT 99.1

PRESS RELEASE - 1/25/2018

At December 31, 2017, common stockholders’ equity totaled $374.1 million, $25.62 per common share, compared to $258.0 million, $22.09 per common share, at December 31, 2016.  Tangible common equity was $257.2 million and tangible book value per common share was $17.61 at December 31, 2017. Tangible common equity was $194.4 million and tangible book value per common share was $16.64 at December 31, 2016.  The ratio of common equity tier 1 capital to risk-weighted assets was approximately 11.56% and the total capital to risk-weighted assets was approximately 12.54% at December 31, 2017.

 

Non-GAAP Financial Measures

 

This press release includes certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of non-GAAP financial measures to GAAP financial measures are provided at the end of this press release.

 

Conference Call and Webcast

 

Equity Chairman and Chief Executive Officer, Brad Elliott, and Chief Financial Officer, Greg Kossover, will hold a conference call and webcast to discuss fourth quarter 2017 results on Friday, January 26, 2018 at 9 a.m. central time.

 

Investors, news media and other participants should register for the call or audio webcast at investor.equitybank.com. On Friday, January 26, 2018, participants may dial into the call toll-free at (844) 534-7311 from anywhere in the U.S. or (574) 990-1419 internationally, using conference ID no. 9667697.

 

Participants are encouraged to dial into the call or access the webcast approximately 10 minutes prior to the start time.  Presentation slides to pair with the call or webcast will be posted one hour prior to the call at investor.equitybank.com.

 

A replay of the call and webcast will be available two hours following the close of the call until February 2, 2018, accessible at (855) 859-2056 with conference ID no. 9667697 or investor.equitybank.com.

 

About Equity Bancshares, Inc.

 

Equity Bancshares, Inc. is the holding company for Equity Bank, offering a full range of financial solutions, including commercial loans, consumer banking, mortgage loans, and treasury management services. As of December 31, 2017, Equity had $3.17 billion in consolidated total assets, with 42 locations throughout Kansas, Missouri, Arkansas and Oklahoma, including corporate headquarters in Wichita, a bank in Tulsa, and bank locations throughout the Kansas City metropolitan area. Learn more at www.equitybank.com.

 

Equity seeks to provide an enhanced banking experience for customers by providing a suite of sophisticated banking products and services tailored to their needs, while delivering the high-quality, relationship-based customer service of a community bank. Equity’s common stock is traded on the NASDAQ Global Select Market under the symbol “EQBK.”

 

Special Note Concerning Forward-Looking Statements

 

This press release contains “forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements reflect the current views of Equity’s management with respect to, among other things, future events and Equity’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature.  These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Equity’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Equity’s control. Accordingly, Equity cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Equity believes that the expectations reflected in these

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Equity Bancshares, Inc.                                                                      EXHIBIT 99.1

PRESS RELEASE - 1/25/2018

forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.  Factors that could cause actual results to differ materially from Equity’s expectations include competition from other financial institutions and bank holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses, and similar variables. The foregoing list of factors is not exhaustive.

 

For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in Equity’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2017 and any updates to those risk factors set forth in Equity’s subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, Form S-3 or Form S-4. If one or more events related to these or other risks or uncertainties materialize, or if Equity’s underlying assumptions prove to be incorrect, actual results may differ materially from what Equity anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and Equity does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, Equity cannot assess the impact of each factor on Equity’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Equity or persons acting on Equity’s behalf may issue.

 

Important Additional Information

 

The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger of Equity and each of KBC and Adams, Equity will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) with respect to the proposed merger. Each registration statement will include a proxy statement of KBC, and a proxy statement of Adams, respectively, and will constitute a prospectus of Equity, which KBC and Adams will send to their respective shareholders. Investors and shareholders are advised to read the proxy statement/prospectus when it becomes available because it will contain important information about Equity, KBC and Adams and the proposed transactions.

 

These documents will contain important information relating to the proposed transactions. When filed, this document and other documents relating to the merger filed by Equity can be obtained free of charge from the SEC's website at www.sec.gov. These documents also can be obtained free of charge by accessing Equity's website at www.equitybank.com under the tab “Investor Relations” and then under “Financials.” Alternatively, these documents, when available, can be obtained free of charge from Equity by directing a request to Equity Bancshares, Inc., 7701 East Kellogg, Wichita, Kansas 67207, Attention: John J. Hanley, SVP and Director of Investor Relations, Telephone: (316) 612-6000; or to Kansas Bank Corporation, 1700 North Lincoln Avenue, Liberal, Kansas 67901, Attention: Tina Call, President & CEO, Telephone: (620) 624-1971; or to Adams Dairy Bancshares, Inc. 651 NE Coronado Drive, Blue Springs, Missouri, 64014, Attention: David Chinnery, Chairman & CEO, Telephone: (816) 655-3333.

 

Participants in the Transactions

 

Equity, KBC, Adams, and certain of their respective directors and executive officers may be deemed under the rules of the SEC to be participants in the solicitation of proxies from the respective shareholders of KBC or Adams in connection with the proposed transaction. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus regarding each of the proposed transactions when it becomes available. Additional information about Equity and its directors and officers may be found in the definitive proxy statement of Equity relating to its 2017 Annual Meeting of Stockholders filed with the SEC on March 22, 2017 and Equity's annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 16, 2017. The definitive proxy statement and annual report can be obtained free of charge from the SEC's website at www.sec.gov.

 

No Offer or Solicitation

 

This press release shall not constitute an offer to sell, a solicitation of an offer to sell, or the solicitation or an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful

6

 


Equity Bancshares, Inc.                                                                      EXHIBIT 99.1

PRESS RELEASE - 1/25/2018

prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirement of Section 10 of the Securities Act of 1933, as amended.

 

Unaudited Financial Tables

 

 

Table 1. Selected Financial Highlights

 

Table 2. Consolidated Balance Sheets

 

Table 3. Consolidated Statements of Income

 

Table 4. Non-GAAP Financial Measures


7

 


Equity Bancshares, Inc.                                                                      EXHIBIT 99.1

PRESS RELEASE - 1/25/2018

TABLE 1. SELECTED FINANCIAL HIGHLIGHTS (Unaudited)

(Dollars in thousands, except per share data)

 

As of and for the three months ended

 

December 31,

2017

September 30,

2017

June 30,

2017

March 31,

2017

December 31,

2016

Statement of Income Data

 

 

 

 

 

Net interest income

$24,589

$20,321

$21,199

$19,893

$15,663

Provision for loan losses

503

727

628

1,095

760

Net gains from securities transactions

175

83

13

Total non-interest income

4,104

4,035

3,962

3,339

2,789

Merger expenses

3,267

1,023

136

926

5,057

Total non-interest expense

20,718

16,388

15,131

15,226

16,711

Income before income taxes

7,472

7,241

9,402

6,911

981

Provision for income taxes

3,198

2,084

3,048

2,047

564

Net income

4,274

5,157

6,354

4,864

417

Net income allocable to common stockholders

4,274

5,157

6,354

4,864

417

Basic earnings per share

0.32

0.42

0.52

0.41

0.04

Diluted earnings per share

0.31

0.41

0.51

0.40

0.04

 

 

 

 

 

 

Balance Sheet Data (at period end)

 

 

 

 

 

Securities available-for-sale

$162,272

$81,116

$92,435

$103,178

$95,732

Securities held-to-maturity

535,462

528,944

532,159

519,239

465,709

Gross loans held for investment

2,103,279

1,540,761

1,529,396

1,518,576

1,383,605

Allowance for loan losses

8,498

7,969

7,568

7,048

6,432

Intangible assets, net

116,922

71,353

71,608

71,790

63,612

Total assets

3,170,509

2,405,426

2,408,624

2,399,256

2,192,192

Total deposits

2,382,013

1,868,493

1,819,677

1,821,090

1,630,451

Non-time deposits

1,605,514

1,223,244

1,163,904

1,199,266

1,077,293

Borrowings

401,652

235,098

292,302

288,521

293,909

Total liabilities

2,796,365

2,113,591

2,122,566

2,120,050

1,934,228

Total stockholders’ equity

374,144

291,835

286,058

279,206

257,964

Tangible common equity*

257,222

220,482

214,450

207,416

194,352

 

 

 

 

 

 

Selected Average Balance Sheet Data (quarterly average)

 

 

 

 

 

Total gross loans receivable

$1,850,045

$1,528,658

$1,519,289

$1,403,076

$1,175,300

Investment securities

669,220

621,055

613,914

580,467

516,988

Interest-earning assets

2,573,043

2,192,275

2,175,517

2,036,177

1,729,927

Total assets

2,820,548

2,402,599

2,382,886

2,236,252

1,886,002

Interest-bearing deposits

1,821,850

1,584,618

1,539,763

1,458,107

1,210,571

Borrowings

330,651

266,392

309,588

289,074

256,329

Total interest-bearing liabilities

2,152,501

1,851,010

1,849,351

1,747,181

1,466,900

Total deposits

2,140,490

1,837,726

1,781,181

1,673,249

1,412,587

Total liabilities

2,483,029

2,113,592

2,099,698

1,971,518

1,681,226

Total stockholders’ equity

337,519

289,007

283,187

264,736

204,773

Tangible common equity

240,899

217,542

211,467

199,551

160,629

 

 

 

 

 

 

Performance ratios

 

 

 

 

 

Return on average assets (ROAA) annualized

0.60%

0.85%

1.07%

0.88%

0.09%

Return on average equity (ROAE) annualized

5.02%

7.08%

9.00%

7.45%

0.81%

Return on average tangible common equity (ROATCE) annualized*

7.41%

9.71%

12.36%

10.17%

1.28%

Yield on loans annualized

5.40%

5.30%

5.45%

5.61%

5.21%

Cost of interest-bearing deposits annualized

0.87%

0.82%

0.75%

0.72%

0.68%

Cost of total deposits annualized

0.74%

0.71%

0.65%

0.62%

0.58%

Net interest margin annualized

3.79%

3.68%

3.91%

3.96%

3.60%

Efficiency ratio*

60.82%

63.54%

59.79%

61.59%

63.16%

Non-interest income / average assets

0.58%

0.67%

0.67%

0.61%

0.59%

Non-interest expense / average assets

2.91%

2.71%

2.55%

2.76%

3.52%

 

 

 

 

 

 

Capital Ratios

 

 

 

 

 

Tier 1 Leverage Ratio

10.33%

10.32%

10.15%

10.52%

11.81%

Common Equity Tier 1 Capital Ratio

11.56%

13.33%

13.07%

12.72%

13.34%

Tier 1 Risk Based Capital Ratio

12.17%

14.15%

13.89%

13.54%

14.25%

Total Risk Based Capital Ratio

12.54%

14.62%

14.34%

13.96%

14.67%

Total stockholders’ equity to total assets

11.80%

12.13%

11.88%

11.64%

11.77%

Tangible common equity to tangible assets*

8.42%

9.45%

9.18%

8.91%

9.13%

Book value per share

$25.62

$23.86

$23.44

$22.88

$22.09

Tangible common book value per share*

$17.61

$18.03

$17.57

$17.00

$16.64

Tangible book value per diluted common share*

$17.29

$17.64

$17.24

$16.66

$16.37

 

* The value noted is considered a Non-GAAP financial measure.  For a reconciliation of Non-GAAP financial measures, see Table 4. Non-GAAP Financial Measures.

8

 


Equity Bancshares, Inc.                                                                      EXHIBIT 99.1

PRESS RELEASE - 1/25/2018

TABLE 2. CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands)

 

December 31,

2017

December 31,

2016

ASSETS

 

 

Cash and due from banks

$48,034

$34,137

Federal funds sold

4,161

958

 

 

 

Cash and cash equivalents

52,195

35,095

 

 

 

Interest-bearing time deposits in other banks

3,496

3,750

Available-for-sale securities

162,272

95,732

Held-to-maturity securities, fair value of $532,744 and $461,156

535,462

465,709

Loans held for sale

16,344

4,830

Loans, net of allowance for loan losses of $8,498 and $6,432

2,094,781

1,377,173

Other real estate owned, net

7,907

8,656

Premises and equipment, net

63,449

50,515

Bank owned life insurance

68,384

48,055

Federal Reserve Bank and Federal Home Loan Bank stock

24,373

16,652

Interest receivable

12,371

6,991

Goodwill

104,907

58,874

Core deposit intangible, net

10,738

4,715

Other

13,830

15,445

 

 

 

Total assets

$3,170,509

$2,192,192

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

Deposits

 

 

Demand

$366,530

$207,668

 

 

 

Total non-interest bearing deposits

366,530

207,668

 

 

 

Savings, NOW, and money market

1,238,984

869,625

Time

776,499

553,158

 

 

 

Total interest-bearing deposits

2,015,483

1,422,783

 

 

 

Total deposits

2,382,013

1,630,451

 

 

 

Federal funds purchased and retail repurchase agreements

37,492

20,637

Federal Home Loan Bank advances

347,692

259,588

Bank stock loan

2,500

Subordinated debentures

13,968

13,684

Contractual obligations

1,967

2,504

Interest payable and other liabilities

10,733

7,364

Total liabilities

2,796,365

1,934,228

 

 

 

 

 

 

Stockholders’ equity

 

 

Common stock

161

132

Additional paid-in capital

331,339

236,103

Retained earnings

65,512

44,328

Accumulated other comprehensive loss

(3,092)

(2,702)

Employee stock loans

(121)

(242)

Treasury stock

(19,655)

(19,655)

Total stockholders’ equity

374,144

257,964

Total liabilities and stockholders’ equity

$3,170,509

$2,192,192


9

 


Equity Bancshares, Inc.                                                                      EXHIBIT 99.1

PRESS RELEASE - 1/25/2018

TABLE 3. CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollars in thousands, except per share data)

 

Three Months Ended

December 31,

Year Ended

December 31,

 

2017

2016

2017

2016

Interest and dividend income

 

 

 

 

Loans, including fees

$25,180

$15,387

$85,662

$50,272

Securities, taxable

3,378

2,060

12,308

8,111

Securities, nontaxable

865

611

3,375

1,654

Federal funds sold and other

385

249

1,348

1,762

 

 

 

 

 

Total interest and dividend income

29,808

18,307

102,693

61,799

 

 

 

 

 

Interest expense

 

 

 

 

Deposits

3,982

2,058

12,722

7,042

Federal funds purchased and retail repurchase agreements

24

16

64

58

Federal Home Loan Bank advances

942

337

2,909

1,400

Bank stock loan

16

31

16

31

Subordinated debentures

255

202

980

671

 

 

 

 

 

Total interest expense

5,219

2,644

16,691

9,202

 

 

 

 

 

Net interest income

24,589

15,663

86,002

52,597

Provision for loan losses

503

760

2,953

2,119

 

 

 

 

 

Net interest income after provision for loan losses

24,086

14,903

83,049

50,478

Non-interest income

 

 

 

 

Service charges and fees

1,475

1,115

5,154

3,552

Debit card income

1,162

771

4,547

2,898

Mortgage banking

409

375

1,955

1,394

Increase in value of bank owned life insurance

377

254

1,445

1,000

Net gain from securities transactions

271

479

Other

681

274

2,068

1,143

 

 

 

 

 

Total non-interest income

4,104

2,789

15,440

10,466

 

 

 

 

 

Non-interest expense

 

 

 

 

Salaries and employee benefits

9,565

6,102

33,960

21,951

Net occupancy and equipment

1,684

1,265

6,305

4,586

Data processing

1,357

978

4,927

3,568

Professional fees

626

531

2,363

2,075

Advertising and business development

428

297

2,105

1,198

Telecommunications

225

298

1,191

1,101

FDIC insurance

330

141

945

894

Courier and postage

251

201

935

683

Free nation-wide ATM cost

249

184

932

672

Amortization of core deposit intangible

338

153

1,025

413

Loan expense

335

186

993

599

Other real estate owned

29

222

523

386

Loss on debt extinguishment

58

Merger expenses

3,267

5,057

5,352

5,294

Other

2,034

1,096

5,907

3,597

 

 

 

 

 

Total non-interest expense

20,718

16,711

67,463

47,075

 

 

 

 

 

Income before income taxes

7,472

981

31,026

13,869

Provision for income taxes

3,198

564

10,377

4,495

 

 

 

 

 

Net income

4,274

417

20,649

9,374

Dividends and discount accretion on preferred stock

(1)

 

 

 

 

 

Net income allocable to common stockholders

$4,274

$417

$20,649

$9,373

 

 

 

 

 

Basic earnings per share

$0.32

$0.04

$1.66

$1.09

 

 

 

 

 

Diluted earnings per share

$0.31

$0.04

$1.62

$1.07


10

 


Equity Bancshares, Inc.                                                                      EXHIBIT 99.1

PRESS RELEASE - 1/25/2018

TABLE 4. Non-GAAP Financial Measures (Unaudited)

(Dollars in thousands, except per share data)

 

 

As of and for the three months ended

 

 

December 31,

2017

September 30,

2017

June 30,

2017

March 31,

2017

December 31,

2016

Total stockholders’ equity

$374,144

$291,835

$286,058

$279,206

$257,964

Less: goodwill

104,907

64,587

64,587

64,521

58,874

Less: core deposit intangibles, net

10,738

5,476

5,719

5,954

4,715

Less: mortgage servicing asset, net

17

19

20

22

23

Less: naming rights, net

1,260

1,271

1,282

1,293

 

 

 

 

 

 

Tangible common equity

$257,222

$220,482

$214,450

$207,416

$194,352

 

 

 

 

 

 

Common shares outstanding at period end

14,605,607

12,230,319

12,206,319

12,202,237

11,680,308

 

 

 

 

 

 

Diluted common shares outstanding at period end

14,873,257

12,501,484

12,441,429

12,450,315

11,873,480

 

 

 

 

 

 

Book value per common share

$25.62

$23.86

$23.44

$22.88

$22.09

 

 

 

 

 

 

Tangible book value per common share

$17.61

$18.03

$17.57

$17.00

$16.64

 

 

 

 

 

 

Tangible book value per diluted common share

$17.29

$17.64

$ 17.24

$16.66

$16.37

 

 

 

 

 

 

Total assets

$3,170,509

$2,405,426

$2,408,624

$2,399,256

$2,192,192

Less: goodwill

104,907

64,587

64,587

64,521

58,874

Less: core deposit intangibles, net

10,738

5,476

5,719

5,954

4,715

Less: mortgage servicing asset, net

17

19

20

22

23

Less: naming rights, net

1,260

1,271

1,282

1,293

 

 

 

 

 

 

Tangible assets

$3,053,587

$2,334,073

$2,337,016

$2,327,466

$2,128,580

 

 

 

 

 

 

Equity to assets

11.80%

12.13%

11.88%

11.64%

11.77%

 

 

 

 

 

 

Tangible common equity to tangible assets

8.42%

9.45%

9.18%

8.91%

9.13%

 

 

 

 

 

 

Total average stockholders’ equity

$337,519

$289,007

$283,187

$264,736

$204,773

Less: average intangible assets and preferred stock

96,620

71,465

71,720

65,185

44,144

 

 

 

 

 

 

Average tangible common equity

$240,899

$217,542

$211,467

$199,551

$160,629

 

 

 

 

 

 

Net income allocable to common stockholders

$4,274

$5,157

$6,354

$4,864

$417

Amortization of intangible assets

349

256

247

218

155

Less: Tax effect of intangible assets amortization

122

90

86

76

54

 

 

 

 

 

 

Adjusted net income allocable to common stockholders

$4,501

$5,323

$6,515

$5,006

$518

 

 

 

 

 

 

Return on total average stockholders’ equity (ROAE)

annualized

5.02%

7.08%

9.00%

7.45%

0.81%

 

 

 

 

 

 

Return on average tangible common equity (ROATCE) annualized

7.41%

9.71%

12.36%

10.17%

1.28%

 

 

 

 

 

 

Non-interest expense

$20,718

$16,388

$15,131

$15,226

$16,711

Less: merger expenses

3,267

1,023

136

926

5,057

 

 

 

 

 

 

Non-interest expense, excluding merger expenses

$17,451

$15,365

$14,995

$14,300

$11,654

 

 

 

 

 

 

Net interest income

$24,589

$20,321

$21,199

$19,893

$15,663

 

 

 

 

 

 

Non-interest income

$4,104

$4,035

$3,962

$3,339

$2,789

Less: net gain from securities transactions

175

83

13

 

 

 

 

 

 

Non-interest income, excluding net gains on security transactionsn

$4,104

$3,860

$3,879

$3,326

$2,789

 

 

 

 

 

 

Net interest income plus non-interest income, excluding net gains on security transactions

$28,693

$24,181

$25,078

$23,219

$18,452

Non-interest expense to net interest income plus non-interest income

72.21%

67.29%

60.14%

65.54%

90.56%

 

 

 

 

 

 

Efficiency ratio

60.82%

63.54%

59.79%

61.59%

63.16%

 

 

 

 

 

 

 

Media and Investor Contact:

John Hanley, SVP, Director of Investor Relations

913-583-8004 / jhanley@equitybank.com

investor.equitybank.com

11

 

eqbk-ex992_9.pptx.htm

Slide 1

Q4 & 2017 Results Presentation January 25, 2018 Exhibit 99.2

Slide 2

Disclaimers Special Note Concerning Forward-Looking Statements This investor presentation contains “forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect the current views of Equity Bancshares, Inc. (“Equity”) management with respect to, among other things, future events and Equity’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Equity’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Equity’s control. Accordingly, Equity cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Equity believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from Equity’s expectations include competition from other financial institutions and bank holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses, and similar variables. The foregoing list of factors is not exhaustive. For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in Equity’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2017 and any updates to those risk factors set forth in Equity’s subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. If one or more events related to these or other risks or uncertainties materialize, or if Equity’s underlying assumptions prove to be incorrect, actual results may differ materially from what Equity anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and Equity does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, Equity cannot assess the impact of each factor on Equity’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Equity or persons acting on Equity’s behalf may issue. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. NON-GAAP FINANCIAL MEASURES This presentation contains certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of non-GAAP financial measures to GAAP financial measures are provided at the end of this presentation. Numbers in the presentation may not sum due to rounding.

Slide 3

Additional Information for Investors and Shareholders Additional Information for Investors and Shareholders The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger of Equity and each of Kansas Bank Corporation (“KBC”) and Adams Dairy Bancshares, Inc. (“Adams”), Equity will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) with respect to the proposed merger. Each registration statement will include a proxy statement of KBC, or a proxy statement of Adams, respectively, and will constitute a prospectus of Equity, which KBC and Adams will send to their respective shareholders. INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT EQUITY, KBC AND ADAMS AND THE PROPOSED TRANSACTIONS. These documents will contain important information relating to the proposed transactions. When filed, this document and other documents relating to the merger filed by Equity can be obtained free of charge from the SEC's website at www.sec.gov. These documents also can be obtained free of charge by accessing Equity's website at www.equitybank.com under the tab “Investor Relations” and then under “Financials.” Alternatively, these documents, when available, can be obtained free of charge from Equity by directing a request to Equity Bancshares, Inc., 7701 East Kellogg, Wichita, Kansas 67207, Attention: John J. Hanley, SVP and Director of Investor Relations, Telephone: (316) 612-6000; or to Kansas Bank Corporation, 1700 North Lincoln Avenue, Liberal, Kansas 67901, Attention: Tina Call, President & CEO, Telephone: (620) 624-1971; or to Adams Dairy Bancshares, Inc. 651 NE Coronado Drive, Blue Springs, Missouri, 64014, Attention: David Chinnery, Chairman & CEO, Telephone: (816) 655-3333. Participants in the Transactions Equity, KBC, Adams, and certain of their respective directors and executive officers may be deemed under the rules of the SEC to be participants in the solicitation of proxies from the respective shareholders of KBC or Adams in connection with the proposed transaction. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus regarding each of the proposed transactions when it becomes available. Additional information about Equity and its directors and officers may be found in the definitive proxy statement of Equity relating to its 2017 Annual Meeting of Stockholders filed with the SEC on March 22, 2017 and Equity's annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 16, 2017. The definitive proxy statement and annual report can be obtained free of charge from the SEC's website at www.sec.gov. No Offer or Solicitation This press release shall not constitute an offer to sell, a solicitation of an offer to sell, or the solicitation or an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirement of Section 10 of the Securities Act of 1933, as amended.

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Equity Bancshares – About Us As of January 24, 2018 market closing. Median consensus of 2018 analyst earnings expectations as of December 31, 2017, reported as $2.80 per share. Based on 14,605,607 shares outstanding as of December 31, 2017. Non-GAAP financial measures. See the non-GAAP reconciliation at the end of this presentation. (1) (1)(2) (1)(4) (2) (1)(3) (4) Recent Price $ 35.450000000000003 Median Consensus Price Target $ 45 Tangible Book Value Per Share $ 17.61 Price to 2018 Consensus Earnings 12.66 x Price to Tangible Book Value Per Share 2.0099999999999998 x Q4 2017 / 2017 Diluted Earnings Per Share (EPS) $ 0.31 / $1.62 2018 EPS Consensus $ 2.8 Market Capitalization ($M) $ 514.9 million

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NASDAQ: EQBK 14.6 million shares outstanding / $514.9 million (1) $3.17 billion 0.84% / 9.81% Annualized Market Cap 61.4% YTD Exchange / Ticker Total Assets YTD ROAA / ROATCE (2) Efficiency Ratio (2) Locations FTEs Loan Portfolio 42 branches in Kansas, Missouri, Arkansas and Oklahoma Approximately 526 47% of loans in commercial real estate, 18% in residential real estate, and 24% in commercial About EQBK Note: All financial data is as of or for period ended December 31, 2017 unless otherwise noted. Market Cap calculated based on January 24, 2018 closing price of $35.45. (2) Non-GAAP financial measure. See the non-GAAP reconciliation at the end of this presentation.

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Unemployment Rates(1) Kansas: 3.0% Missouri: 3.4% Arkansas: 3.6% Oklahoma: 3.9% USA: 3.9% Footprint 48 branches in 25 counties across 4 states Strong strategic positioning, with branches along I-70 and I-35 Branches clustered around key areas such as Wichita, Topeka, Kansas City, Tulsa, South/West Kansas, North Arkansas and North Oklahoma Total population of current markets served of 5.0 million Median household income of $51,356 Key Industries Transportation Manufacturing Healthcare Agriculture Pro Forma Footprint & Demographics Source: SNL Financial & The Nielsen Company Unemployment rate as of December 2017 EQBK First National Bank of Liberal (5) Adams Dairy Bank (1)

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Announced upcoming mergers with Kansas Bank Corporation of Liberal, Kansas, parent of First National Bank of Liberal/Hugoton and Adams Dairy Bancshares, Inc. of Blue Springs, Missouri, parent company of Adams Dairy Bank. Pre-tax income growth ahead of Tax Cuts And Jobs Act Total Assets at Dec. 31, 2017 of $3.17 billion; Total Loans of $2.10 billion, year-over-year growth 52% Total Deposits of $2.38 billion, year-over-year growth of 46% Core deposit growth of 9.6% in 2017. Capacity for continued growth Bank level Tier 1 Leverage of 10.04% and Total Capital to Risk Weighted Assets of 12.20% Tangible Common Equity to Tangible Assets of 8.42% (1) Common share count of 14,605,607, up 2,925,299, or 25%, since December 31, 2016 Expanded annualized core net interest margin year-over-year Larger scale offers more efficiency Efficiency ratio of 61.4%, compared to 66.7% at Dec. 2016 (1) Organic growth remains attainable, 9% organic loan growth in 2017 2017 Fourth Quarter Highlights Strategic Positioning Capital Balance Sheet Management Efficiency and NIM Improvement (1) Non-GAAP financial measure. See the non-GAAP reconciliation at the end of this presentation.

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EPS & ROATCE(1) Diluted EPS and Net Income to Common Return on Average Tangible Common Equity(1) Non-GAAP financial measure. See the non-GAAP reconciliation at the end of this presentation.

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Revenue & Efficiency Ratio(1) Efficiency Ratio(1) & Non Interest Expense/Average Assets Income and Margin 85% 84% 85% 84% 15% 16% 15% 16% $48,627 $49,049 $54,626 $62,584 * Excluding net gain on securities transactions and net gain on acquisition. Non-GAAP financial measure. See the non-GAAP reconciliation at the end of this presentation. 85% 15% $101,171

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Tangible Common Book Value(1) Tangible Common Book Value per Share(1) and Asset Growth 2014: Repurchase 1.3MM shares. Repayment of $15.54MM of FCB TARP with a Bank stock loan. 2015: Acquisition of FFSL. IPO. TCBV CAGR 2013-2017: 10.1% 2016: Paid off SBLF. Restructured term bank stock loan into LOC. Completed Community First Merger on Nov. 10, 2016 Announced Prairie Merger on Oct. 20, 2016 Completed PIPE in Dec 2016 Non-GAAP financial measure. See the non-GAAP reconciliation at the end of this presentation. 2017: Completed Prairie Merger on March 10, 2017; Eastman & Patriot Mergers on November 10, 2017 Announced mergers with First National Bank and Adams Dairy Bank on December 18, 2017

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Capital Position Over Time $17.2mm Share Repurchase (13.0% of 2013 Tier 1 Common) IPO * Paid off Series C preferred stock in January 2016

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Share Buybacks Attractive Acquisitions Common Dividends Capital Summary Excess Capital Priorities Total Capital Composition ($M) as of December 31, 2017 Capital Ratios All regulatory capital ratios remain above regulatory minimums to be considered “well capitalized” Strong relationship with regulators at holding company and bank level Efficiently positioned working capital, regulatory capital, and stockholders’ equity 1 2 3 Equity Bancshares, Inc. as of December 31, 2017 Well Capitalized Difference to Ratio Minimum Well Capitalized Tier 1 capital ratio 12.2% 8.0% 4.2% Total RBC ratio 12.5% 10.0% 2.5% Tier 1 leverage ratio 10.3% 5.0% 5.3% Common equity tier 1 11.6% 6.5% 5.1% Tangible common equity / tangible assets 8.4% - - Risk-weighted assets ($M) $2,300 Equity Bank as of December 31, 2017 Well Capitalized Difference to Ratio Minimum Well Capitalized Tier 1 capital ratio 11.8% 8.0% 3.8% Total RBC ratio 12.2% 10.0% 2.2% Tier 1 leverage ratio 10.0% 5.0% 5.0% Common equity tier 1 11.8% 6.5% 5.3% Risk-weighted assets ($M) $2,300 - - - -

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Loan Portfolio Composition & Growth Loan Composition Loan Composition 2013 2014 2015 2016 2017 '13-'17CAGR ($ in 000s) Commercial Real Estate $,341,512 $,364,096 $,397,017 $,593,108 $,987,661 0.30409999999999998 Commercial ,139,365 ,183,100 ,262,032 ,348,465 ,507,519 0.38140000000000002 Agricultural Real Estate 22,092 17,083 18,180 38,331 86,486 0.40660000000000002 Total Commercial ,502,969 ,564,279 ,677,229 ,979,904 1,581,666 0.33169999999999999 Residential Real Estate ,125,395 ,134,455 ,250,216 ,338,387 ,376,705 0.3165 Consumer 7,961 7,875 17,103 40,902 49,361 0.57799999999999996 Agricultural 23,969 19,267 15,807 24,412 95,547 0.41299999999999998 Total 1-4 Family & Other ,157,325 ,161,597 ,283,126 ,403,701 ,521,613 0.34939999999999999 Total Loans $,660,294 $,725,876 $,960,355 $1,383,605 $2,103,279 0.33589999999999998 Yield on Loans 5.6300000000000003E-2 5.6300000000000003E-2 5.3100000000000001E-2 4.9799999999999997E-2 5.4300000000000001E-2 Loan Composition 2013 2014 2015 2016 2017 Commercial 0.76173492413985289 0.77737657671558225 0.70518610305564089 0.70822525214927667 0.75200009128603484 1-4 Family & Other 0.23826507586014714 0.22262342328441773 0.29481389694435911 0.29177474785072327 0.24799990871396518

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Asset Quality Nonperforming Assets 1.80% 1.33% NPAs / Assets 0.89% Net Charge Offs (NCO)/ Average Loans $1.44 $0.85 $3.50 NCO in $ ($ in millions) Commercial Loans Outstanding by Concentrations Classified Assets to Total Regulatory Capital CRE = 45% C&I = 55% ($ in millions) Classified Assets / Equity Bank Total Regulatory Capital $1.19 1.43% 1.52% $0.89

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Core Deposit Franchise Deposit Portfolio Mix Deposit Portfolio Mix Deposit Composition 2013 2014 2015 2016 2017 '13-'17CAGR ($ in 000s) Time Deposits $,363,210 $,342,160 $,438,612 $,553,158 $,776,499 0.2092 Signature Deposits ,584,109 ,639,017 ,777,302 1,077,293 1,605,514 0.28760000000000002 Total Deposits $,947,319 $,981,177 $1,215,914 $1,630,451 $2,382,013 0.25929999999999997 Cost of Deposits* 5.3E-3 4.8999999999999998E-3 5.4999999999999997E-3 6.4999999999999997E-3 7.9000000000000008E-3 * Interest Bearing Deposit Portfolio Mix 2013 2014 2015 2016 2017 Signature Deposits 0.61659166553188527 0.65127596753694794 0.63927383022154527 0.6607331345744214 0.67401563299612555 Time Deposits 0.38340833446811473 0.348724032463052 0.36072616977845473 0.33926686542557855 0.32598436700387445

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Footprint & Targets

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Appendix

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Experienced Management Team BRAD ELLIOTT Chairman & CEO Founded Equity Bank in 2002 Served as Regional President of Sunflower Bank prior to forming Equity Bank More than 20 years of banking experience GREG KOSSOVER Chief Financial Officer Has served as CFO since 2013 and as a Board Director since 2011 Previously served as president of Physicians Development Group and CEO of Value Place, LLC, growing the latter to more than 150 locations in 25 states WENDELL BONTRAGER President, Equity Bank Joined Equity Bank February 2017 Previously Region President of Old National Bank (IN), EVP with Tower Bank (IN) More than 25 years of banking experience

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Strategic Planning Team Team Member Role Years with EQBK Years in Banking Patrick Harbert EVP, Community Markets, Sales & Service 13 22 Julie Huber EVP, Strategic Initiatives 13 23 Jennifer Johnson EVP, Chief Operations Officer 5 31 John Blakeney EVP, Chief Information Officer 1 30 Rolando Mayans EVP, Chief Risk Officer 9 24 Beth Money EVP, Retail Banking Director 8 27 Patrick Salmans SVP, Human Resources Director 5 21 Mark Parman SVP, President - Kansas City 4 36 John Hanley SVP, Director of Marketing, Director of Investor Relations 4 13 Jeremy Machain SVP, President – Wichita 8 14 Ann Main SVP, President – Ozark Mountain 1 37 Michael E. Bezanson SVP, CEO of Tulsa 1 35 Barbara Noyes VP, Controller 6 31 EQBK Team has 373 Years of Combined Banking Experience

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Diverse Market Segments Source: SNL Financial, Market Share Data as of September 30, 2017. Employment Data as of August 31, 2017. Operating Market includes all bank locations and counties in which Equity Bancshares Inc. , Kansas Bank Corporation, or Adams Dairy Bancshares, Inc. has deposit market share as of September 30, 2017. Diverse market segments with economies based on transportation, manufacturing and healthcare Top employers in the region include a diverse range of operations such as telecommunications, professional services, aircraft manufacturing, OEM manufacturing, and transportation. Equity Bancshares, including Kansas Bank Corporation and Adams Dairy Bancshares, Inc., ranks in the Top 10 for market share in 17 of 25 counties served and ranks in the Top 5 in 16 of those markets.

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Market Data Demographics Kansas Missouri Arkansas Oklahoma National Current Population 2,914,920 6,117,659 3,003,556 3,959,551 326,533,070 Historical Population Change (2010-2018) 2.17% 2.15% 3.01% 5.55% 5.76% Median Household Income (2018) $58,348 $53,831 $44,901 $52,112 $61,045 Projected Household Income Change (2018-2023) 6.65% 8.53% 4.70% 3.43% 8.86% November 2017 Unemployment Rate 3.0% 3.4% 3.6% 3.9% 3.9% Source: The Nielsen Company & SNL Financial Boeing Cargill Meat Solutions Cessna Aircraft Co. Spirit AeroSystems Inc. Blue Cross and Blue Shield of Kansas and Oklahoma Payless Shoe Source Hill’s Pet Nutrition Goodyear Tire Co. Jostens Publishing Hallmark Cards, Inc. H&R Block Honeywell Sprint Garmin Teva DST Systems Inc. Whiteman Airforce Base Stahl Specialty Co. Western Missouri Medical Center HaysMed Walmart FedEx Tyson Foods FlexSteel Wabash National Wichita St. University Pittsburg St. University Washburn University Fort Hays St. University University of Central Mo. University of Mo-KC KU – Edwards/Professional Phillips 66 Albertsons Lindsay AAON QuikTrip Williams Major Employers in Equity Bank Footprint

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Selected Income Statement Data Delivering earnings growth Selected Income Statement Data ($000s) 2013 2014 2015 2016 2017 Interest income $46,845 $46,794 $53,028 $61,799 $,102,693 Interest expense 5610 5433 6766 9202 16691 Net interest income 41235 41361 46262 52597 86002 Provision for loan losses 2583 1200 3047 2119 2953 Net interest income after provision 38652 40161 43215 50478 83049 Other income 7892 8674 9802 10466 15440 Other expenses 35137 35645 38575 47075 67463 Income before income taxes 11407 13190 14442 13869 31026 Income taxes 3534 4203 4142 4495 10377 Net income 7873 8987 10300 9374 20649 Less: dividends and discounts accretion on preferred stock 978 708 177 1 0 Net income allocable to common shareholders $6,895 $8,279 $10,123 $9,373 $20,649

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Selected Balance Sheet Data Demonstrating balance sheet strength Includes interest-bearing deposits in other banks (2) Includes Federal Reserve Bank and Federal Home Loan Bank stock Selected Balance Sheet Data ($000s) ASSETS 41639 42004 42369 42735 43100 Cash and cash equivalents (1) $24,615 $37,702 $62,074 $38,845 $55,691 Investment securities (2) 354107 318314 452362 578093 722107 Net loans 655027 720810 958353 1382003 2111125 Other assets 106148 97689 112938 193251 281586 Total assets $1,139,897 $1,174,515 $1,585,727 $2,192,192 $3,170,509 LIABILITIES & STOCKHOLDERS' EQUITY Deposits $,947,319 $,981,177 $1,215,914 $1,630,451 $2,382,013 Borrowings 43365 70370 194064 293909 401652 Other liabilities 9340 5239 8516 9868 12700 Total liabilities 1000024 1056786 1418494 1934228 2796365 Stockholders' Equity 139873 117729 167233 257964 374144 Total liabilities and stockholders' equity $1,139,897 $1,174,515 $1,585,727 $2,192,192 $3,170,509

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Capitalization Source: SNL Financial and company documents (1) Total common equity less goodwill and intangibles divided by shares outstanding as of period end. Non-GAAP financial measure. See the non-GAAP reconciliation at the end of this presentation. Maintaining a strong regulatory capital position Ratio 41639 42004 42369 42735 43100 Leverage Ratio 0.1159 9.6199999999999994E-2 9.4700000000000006E-2 0.1181 0.1033 Tier 1 Risk-Based Capital Ratio 0.1701 0.13159999999999999 0.13850000000000001 0.14249999999999999 0.1217 Total Risk-Based Capital Ratio 0.17299999999999999 0.1386 0.14349999999999999 0.1467 0.12540000000000001 Common Equity Tier-1 Capital to RWA NA NA 0.1235 0.13339999999999999 0.11559999999999999 Tangible Book Value per Common Share(1) $11.97 $13.54 $15.97 $16.64 $17.61

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The subsequent tables present non-GAAP reconciliations of the following calculations: Tangible Common Equity (TCE) to Tangible Assets (TA) Ratio Tangible Book Value per Common Share Return on Average Tangible Common Equity (ROATCE) Efficiency Ratio

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TCE to TA and Tangible Book Value per Share Non-GAAP Financial Measures (Unaudited) As of and for the years ended (Dollars in thousands, except per share data) December 31, 2017 December 31, 2016 December 31,2015 December 31,2014 December 31,2013 Total stockholders’ equity $,374,144 $,257,964 $,167,233 $,117,729 $,139,873 Less: preferred stock 0 0 16,372 16,359 31,892 Less: goodwill ,104,907 58,874 18,130 18,130 18,130 Less: core deposit intangibles, net 10,738 4,715 1,549 1,107 1,470 Less: mortgage servicing asset, net 17 23 29 0 0 Less: naming rights, net 1,260 0 0 0 0 Tangible common equity $,257,222 $,194,352 $,131,153 $82,133 $88,381 Common shares outstanding at period end (1) 14,605,607 11,680,308 8,211,727 6,067,511 7,385,603 Book value per common share (1) $25.61646359511111 $22.085376515756259 $18.371409570727327 $16.707015446696349 $14.620471747533681 Tangible book value per common share (1) $17.611181787925695 $16.639287251671785 $15.971427204046117 $13.536522636712155 $11.966660000544303 Total assets $3,170,509 $2,192,192 $1,585,727 $1,174,515 $1,139,897 Less: goodwill ,104,907 58,874 18,130 18,130 18,130 Less: core deposit intangibles, net 10,738 4,715 1,549 1,107 1,470 Less: mortgage servicing asset, net 17 23 29 0 0 Less: naming rights, net 1,260 0 0 0 0 Tangible assets $3,053,587 $2,128,580 $1,566,019 $1,155,278 $1,120,297 Tangible common equity to tangible assets 8.4236014890029326E-2 9.1305941049901806E-2 8.3749303169374067E-2 7.1093710777838756E-2 7.8890687023173325E-2 (1) Share and per share data includes Class A and Class B common stock issued and outstanding Non-GAAP Financial Measures, continued (Unaudited) As of and for the three months ended As of and for the three months ended As of and for the years ended (Dollars in thousands, except per share data) March 31, 2017 March 31, 2016 December 31,2015 December 31,2014 December 31,2013 Total average stockholders' equity $,264,736 $,153,929 $,137,936 $,123,174 $,137,913 Less: average intangible assets and preferred stock 65,185 20,616 31,294 37,917 50,623 Average tangible common equity (1) (3) $,199,551 $,133,313 $,106,642 $85,257 $87,290 Net income allocable to common stockholders (1) 4,864 3,439 10,123 8,279 6,895 Amortization of core deposit intangible 218 87 275 363 487 Less: tax effect of amortization of core deposit intangible (2) -76 -30 -96 -,127 -,166 Adjusted net income allocable to common stockholders $5,006 $3,496 $10,302 $8,515 $7,216 Return on average tangible common equity (ROATCE) 0.10173895951967722 0.10547234826937482 9.6603589580090396E-2 9.98744971087418E-2 8.2666972161759653E-2 Non-interest expense $15,226 $9,689 $38,575 $35,645 $35,137 Less: merger expenses 926 0 1,691 0 0 Less: loss on debt extinguishment 0 58 316 0 0 Non-interest expense, excluding merger expenses and loss on debt extinguishment $14,300 $9,631 $36,568 $35,645 $35,137 Net interest income $19,893 $12,758 $46,262 $41,361 $41,235 Non-interest income $3,339 $2,697 $9,802 $8,674 $7,892 Less: net gains on sales and settlement of securities 13 420 756 986 500 Less: net gain on acquisition 0 0 682 0 0 Non-interest income, excluding net gains on sales and settlement of securities and net gain on acquisition $3,326 $2,277 $8,364 $7,688 $7,392 Efficiency ratio 0.61587493001421245 0.64057199866977055 0.6694248160216747 0.72672225733450224 0.72258210459209904 ____________________ (1) Share and per share data includes Class A and Class B common stock issued and outstanding (2) Tax rates used in this calculation were 35% for 2015 and 2014 and 34% for 2013, 2012, and 2011 (3) All periods disclosed were calculated using a simple average of tangible common equity

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ROATCE and Efficiency Ratio Non-GAAP Financial Measures (Unaudited) Years Ended December 31, (Dollars in thousands, except per share data) 2015 2015 2015 2014 2013 2012 2011 Total stockholders’ equity $,167,232 $,167,232 $,167,232 $,117,729 $,139,873 $,138,169 $80,816 Less: preferred stock 16,372 16,372 16,372 16,359 31,892 31,884 16,337 Less: goodwill 18,130 18,130 18,130 18,130 18,130 18,130 13,147 Less: core deposit intangibles, net 1,549 1,549 1,549 1,107 1,470 1,957 773 Less: mortgage servicing asset 29 29 29 0 0 0 0 Tangible common equity $,131,152 $,131,152 $,131,152 $82,133 $88,381 $86,198 $50,559 Common shares outstanding at period end (1) 8,211,727 8,211,727 8,211,727 6,067,511 7,385,603 7,431,513 4,550,206 Book value per common share $18.371287793663868 $18.371287793663868 $18.371287793663868 $16.707015446696349 $14.620471747533681 $14.301932863469389 $14.170567222670797 Tangible book value per common share $15.971305426982656 $15.971305426982656 $15.971305426982656 $13.536522636712155 $11.966660000544303 $11.598983948490705 $11.111365067867256 Total assets $1,585,727 $1,585,727 $1,585,727 $1,174,515 $1,139,897 $1,188,850 $,609,998 Less: goodwill 18,130 18,130 18,130 18,130 18,130 18,130 13,147 Less: core deposit intangibles, net 1,549 1,549 1,549 1,107 1,470 1,957 773 Less: mortgage servicing asset 29 29 29 0 0 0 0 Tangible assets $1,566,019 $1,566,019 $1,566,019 $1,155,278 $1,120,297 $1,168,763 $,596,078 Tangible common equity to tangible assets 8.3748664607517537E-2 8.3748664607517537E-2 8.3748664607517537E-2 7.1093710777838756E-2 7.8890687023173325E-2 7.3751479127932701E-2 8.481943638248686E-2 (1) Share and per share data includes Class A and Class B common stock issued and outsanding (2) Tax rates used in this calculation were 35% for 2015 and 2014 and 34% for 2013, 2012, and 2011 (3) All periods disclosed, except 2017 and 2016, were calculated using a simple average of tangible common equity Non-GAAP Financial Measures, continued (Unaudited) As of and for the years ended (Dollars in thousands, except per share data) December 31, 2017 December 31, 2016 December 31,2015 December 31,2014 December 31,2013 December 31,2012 2011 Total average stockholders' equity $,293,798 $,168,822 $,125,808 $,123,181 $,137,936 $,102,032 $75,253 Less: average intangible assets and preferred stock 76,320 25,882 19,165 37,924 50,646 33,653 25,148 Average tangible common equity (3) $,217,478 $,142,940 $,106,643 $85,257 $87,290 $68,379 $50,105 Net income allocable to common stockholders $20,649 $9,373 $10,123 $8,279 $6,895 $3,814 1,371 Amortization of intangibles 1,070 419 275 363 487 192 182 Less: tax effect of amortization of intangibles (2) 375 147 96 127 166 65 62 Adjusted net income allocable to common stockholders $21,344 $9,645 $10,302 $8,515 $7,216 $3,941 $1,491 Return on average tangible common equity (ROATCE) (4) 9.8143260467725466E-2 6.7475863998880656E-2 9.6602683720450472E-2 9.98744971087418E-2 8.2666972161759653E-2 5.7634653914213428E-2 2.98E-2 Non-interest expense $67,463 $47,075 $38,575 $35,645 $35,137 $22,900 $15,918 Less: merger expenses 5,352 5,294 1,691 0 0 1,519 - Less: loss on debt extinguishment 0 58 316 0 0 0 - Non-interest expense, excluding merger expenses and loss on debt extinguishment $62,111 $41,723 $36,568 $35,645 $35,137 $21,381 $15,918 Net interest income $86,002 $52,597 $46,262 $41,361 $41,235 $25,570 $17,890 Non-interest income $15,440 $10,466 $9,802 $8,674 $7,892 $4,826 $2,252 Less: net gains from securities transactions 271 479 756 986 500 3 425 Less: net gain on acquisition 0 0 682 0 0 0 - Non-interest income, excluding net gains on securities transactions and net gain on acquisition $15,169 $9,987 $8,364 $7,688 $7,392 $4,823 $1,827 Efficiency ratio 0.61392098526257521 0.66667199284162082 0.6694248160216747 0.72672225733450224 0.72258210459209904 0.70348435495015305 0.80730000000000002 ____________________ (1) Share and per share data includes Class A and Class B common stock issued and outstanding (2) Tax rates used in this calculation were 35% for 2017, 2016, 2015 and 2014 and 34% for 2013 (3) All periods disclosed, except 2017 and 2016, were calculated using a simple average of tangible common equity (4) Annualized

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