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Franklin Financial Network (FSB)

Filed: 9 Aug 18, 4:35pm
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM10-Q

 

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission file number001-36895

 

 

FRANKLIN FINANCIAL NETWORK, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Tennessee 20-8839445

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

722 Columbia Avenue

Franklin, Tennessee

 37064
(Address of principal executive offices) (Zip Code)

615-236-2265

(Registrant’s telephone number, including area code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

 

Large accelerated filer   Accelerated filer 
Non-accelerated filer ☐  (Do not check if a smaller reporting company)  Smaller reporting company 
   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.  ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The number of shares outstanding of the registrant’s common stock, no par value per share, as of July 31, 2018, was 14,487,695.

 

 

 


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Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form10-Q contains “forward-looking statements” as defined under U.S. federal securities laws. These statements reflect management’s current knowledge, assumptions, beliefs, estimates, and expectations and express management’s current views of future performance, results, and trends and may be identified by their use of terms such as “may,” “would,” “could,” “should,” “will,” “expect,” “anticipate,” “predict,” “project,” “potential,” “continue,” “contemplate,” “seek,” “assume,” “believe,” “intend,” “plan,” “forecast,” “goal,” and “estimate,” and other similar terms. Forward-looking statements are subject to a number of risks and uncertainties that could cause our actual results to differ materially from those described in the forward-looking statements. Readers should not place undue reliance on forward-looking statements. Such statements are made as of the date of this Quarterly Report on Form10-Q, and we undertake no obligation to update such statements after this date, unless otherwise required by law.

Risks and uncertainties that could cause our actual results to differ materially from those described in forward-looking statements include those discussed in our filings with the Securities and Exchange Commission (“SEC”), including those described in Item 1A of Part I of our Annual Report on Form10-K for the year ended December 31, 2017.

 

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Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

FRANKLIN FINANCIAL NETWORK, INC.

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except share and per share data)

 

   June 30,
2018
  December 31,
2017
 
   (Unaudited)    

ASSETS

   

Cash and due from financial institutions

  $176,870  $251,543 

Federal funds sold

   8,314   —   

Certificates of deposit at other financial institutions

   3,354   2,855 

Securities available for sale

   1,148,679   999,881 

Securities held to maturity (fair value 2018—$206,408 and 2017—$227,892)

   209,239   214,856 

Loans held for sale, at fair value

   16,769   12,024 

Loans

   2,472,093   2,256,608 

Allowance for loan losses

   (22,341  (21,247
  

 

 

  

 

 

 

Net loans

   2,449,752   2,235,361 
  

 

 

  

 

 

 

Restricted equity securities, at cost

   20,533   18,492 

Premises and equipment, net

   11,578   11,281 

Accrued interest receivable

   13,490   11,947 

Bank owned life insurance

   54,466   49,085 

Deferred tax asset

   15,090   10,007 

Foreclosed assets

   1,853   1,503 

Servicing rights, net

   3,536   3,620 

Goodwill

   18,176   9,124 

Core deposit intangible, net

   1,279   1,007 

Other assets

   12,260   10,940 
  

 

 

  

 

 

 

Total assets

  $4,165,238  $3,843,526 
  

 

 

  

 

 

 

LIABILITIES AND EQUITY

   

Deposits

   

Non-interest bearing

  $308,698  $272,172 

Interest bearing

   3,089,327   2,895,056 
  

 

 

  

 

 

 

Total deposits

   3,398,025   3,167,228 

Federal Home Loan Bank advances

   351,500   272,000 

Federal funds purchased and repurchase agreements

   345   31,004 

Subordinated notes, net

   58,604   58,515 

Accrued interest payable

   3,927   2,769 

Other liabilities

   4,675   7,357 
  

 

 

  

 

 

 

Total liabilities

   3,817,076   3,538,873 

Equity

   

Preferred stock, no par value: 1,000,000 shares authorized; no shares outstanding at June 30, 2018 and December 31, 2017

   —     —   

Common stock, no par value: 30,000,000 and 30,000,000 shares authorized at June 30, 2018 and December 31, 2017 , respectively; 14,480,240 and 13,237,128 issued at June 30, 2018 and December 31, 2017 , respectively

   259,517   222,665 

Retained earnings

   108,884   88,671 

Accumulated other comprehensive loss

   (20,342  (6,786
  

 

 

  

 

 

 

Total shareholders’ equity

   348,059   304,550 

Non-controlling interest in consolidated subsidiary

   103   103 
  

 

 

  

 

 

 

Total equity

   348,162   304,653 
  

 

 

  

 

 

 

Total liabilities and equity

  $4,165,238  $3,843,526 
  

 

 

  

 

 

 

See accompanying notes to consolidated financial statements.

 

 

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FRANKLIN FINANCIAL NETWORK, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

 

   

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2018  2017  2018  2017 

Interest income and dividends

     

Loans, including fees

  $32,312  $24,662  $61,105  $47,222 

Securities:

     

Taxable

   6,905   5,700   13,016   11,317 

Tax-Exempt

   1,929   2,212   3,844   4,232 

Dividends on restricted equity securities

   329   213   603   394 

Federal funds sold and other

   661   224   1,615   387 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total interest income

   42,136   33,011   80,183   63,552 
  

 

 

  

 

 

  

 

 

  

 

 

 

Interest expense

     

Deposits

   12,604   6,561   23,247   11,807 

Federal funds purchased and repurchase agreements

   131   147   227   217 

Federal Home Loan Bank advances

   1,414   752   2,524   1,260 

Subordinated notes and other borrowings

   1,082   1,082   2,164   2,156 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total interest expense

   15,231   8,542   28,162   15,440 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net interest income

   26,905   24,469   52,021   48,112 

Provision for loan losses

   570   573   1,143   2,428 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net interest income after provision for loan losses

   26,335   23,896   50,878   45,684 
  

 

 

  

 

 

  

 

 

  

 

 

 

Noninterest income

     

Service charges on deposit accounts

   51   45   93   75 

Other service charges and fees

   823   758   1,574   1,510 

Net gains on sale of loans

   1,941   2,067   3,380   4,401 

Wealth management

   789   648   1,493   1,241 

Loan servicing fees, net

   103   53   222   160 

Gain on sale or call of securities

   1   120   1   120 

Net gain on sale of foreclosed assets

   3   3   6   6 

Other

   436   186   834   375 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total noninterest income

   4,147   3,880   7,603   7,888 
  

 

 

  

 

 

  

 

 

  

 

 

 

Noninterest expense

     

Salaries and employee benefits

   10,268   9,128   19,456   17,161 

Occupancy and equipment

   2,885   2,195   5,479   4,290 

FDIC assessment expense

   778   1,015   1,438   1,775 

Marketing

   269   285   549   552 

Professional fees

   1,362   702   2,231   1,737 

Amortization of core deposit intangible

   182   121   286   248 

Other

   2,306   1,837   4,099   3,796 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total noninterest expense

   18,050   15,283   33,538   29,559 
  

 

 

  

 

 

  

 

 

  

 

 

 

Income before income tax expense

   12,432   12,493   24,943   24,013 

Income tax expense

   2,263   3,619   4,722   7,205 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net income

   10,169   8,874   20,221   16,808 

Earnings attributable to noncontrolling interest

   (8  (8  (8  (8

Dividends paid on Series A preferred stock

   —     —     —     —   
  

 

 

  

 

 

  

 

 

  

 

 

 

Net income available to common shareholders

  $10,161  $8,866  $20,213  $16,800 
  

 

 

  

 

 

  

 

 

  

 

 

 

Earnings per share:

     

Basic

  $0.71  $0.68  $1.46  $1.28 

Diluted

   0.68   0.64   1.41   1.22 

See accompanying notes to consolidated financial statements.

 

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FRANKLIN FINANCIAL NETWORK, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

 

   

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2018  2017  2018  2017 

Net income

  $10,169  $8,874  $20,221  $16,808 

Other comprehensive income, net of tax:

     

Unrealized gains on securities:

     

Unrealized holding gain (loss) arising during the period

   (3,774  6,671   (18,351  6,031 

Reclassification adjustment for gains included in net income

   (1  (120  (1  (120
  

 

 

  

 

 

  

 

 

  

 

 

 

Net unrealized gains (losses)

   (3,775  6,551   (18,352  5,911 

Tax effect

   986   (2,569  4,796   (2,317
  

 

 

  

 

 

  

 

 

  

 

 

 

Total other comprehensive income (loss)

   (2,789  3,982   (13,556  3,594 
  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $7,380  $12,856  $6,665  $20,402 
  

 

 

  

 

 

  

 

 

  

 

 

 

See accompanying notes to consolidated financial statements.

 

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FRANKLIN FINANCIAL NETWORK, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Six Months Ended June 30, 2018 and 2017

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

 

   Shareholders’ Equity        
   Preferred   Common Stock  Retained  

Accumulated

Other

Comprehensive

  Noncontrolling   Total 
  Stock   Shares  Amount  Earnings  Income (Loss)  Interest   Equity 

Balance at December 31, 2016

  $—     13,036,954  $218,354  $59,386  $(7,482  103   $270,361 

Exercise of common stock options

   —      109,663   1,055   —     —     —      1,055 

Exercise of common stock warrants

   —      12,461   150   —     —     —      150 

Stock based compensation expense, net of restricted share forfeitures

   —      26,911   1,235   —     —     —      1,235 

Stock issued in conjunction with 401(k) employer match, net of distributions

   —      (4,488  (174  —     —     —      (174

Noncontrolling interest distributions

   —      —     —     (8  —     —      (8

Net income

   —      —     —     16,808   —     —      16,808 

Other comprehensive income

   —      —     —     —     3,594   —      3,594 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance at June 30, 2017

  $—     13,181,501  $220,620  $76,186  $(3,888  103   $293,021 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance at December 31, 2017

  $—     13,237,128  $222,665  $88,671  $(6,786  103   $304,653 

Exercise of common stock options

   —      157,231   1,937   —     —     —      1,937 

Stock based compensation expense, net of forfeitures

   —      —     2,078   —     —     —      2,078 

Stock issued in conjunction with 401(k) employer match, net of distributions

   —      (2,815  (95  —     —     —      (95

Issuance of restricted stock, net of forfeitures

   —      118,306   —     —     —     —      —   

Stock issued for acquisition (net of issuance costs)

   —      970,390   32,932   —     —     —      32,932 

Noncontrolling interest distributions

   —      —     —     (8  —     —      (8

Net income

   —      —     —     20,221   —     —      20,221 

Other comprehensive loss

   —      —     —     —     (13,556  —      (13,556
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance at June 30, 2018

  $—     14,480,240  $259,517  $108,884  $(20,342  103   $348,162 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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FRANKLIN FINANCIAL NETWORK, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

 

   

Six Months Ended

June 30,

 
   2018  2017 

Cash flows from operating activities

   

Net income

  $20,221  $16,808 

Adjustments to reconcile net income to net cash from operating activities

   

Depreciation and amortization on premises and equipment

   841   741 

Accretion of purchase accounting adjustments

   (610  (714

Net amortization of securities

   4,073   4,998 

Amortization of loan servicing right asset

   441   479 

Amortization of core deposit intangible

   286   248 

Amortization of debt issuance costs

   89   89 

Provision for loan losses

   1,143   2,428 

Deferred income tax benefit

   (216  (558

Origination of loans held for sale

   (184,835  (175,918

Proceeds from sale of loans held for sale

   183,113   191,855 

Net gain on sale of loans

   (3,380  (4,401

Gain on sale of available for sale securities

   (1  (120

Income from bank owned life insurance

   (762  (310

Loss on sale of assets held for sale

   —     —   

Stock-based compensation

   2,078   1,235 

Compensation expense related to common stock issued to 401(k) plan

   —     —   

Deferred gain on sale of loans

   (8  (58

Deferred gain on sale of foreclosed assets

   (6  (6

Net change in:

   

Accrued interest receivable and other assets

   (2,153  (2,674

Accrued interest payable and other liabilities

   (3,327  1,331 
  

 

 

  

 

 

 

Net cash from operating activities

   16,987   35,453 

Cash flows from investing activities

   

Securities available for sale :

   

Sales

   —     61,190 

Purchases

   (226,362  (394,219

Maturities, prepayments and calls

   87,779   68,721 

Securities held to maturity :

   

Purchases

   (1,676  (1,996

Maturities, prepayments and calls

   6,393   7,579 

Net change in loans

   (118,539  (239,256

Purchase of restricted equity securities

   (1,165  (5,483

Purchases of premises and equipment, net

   (885  (2,076

Capitalization of foreclosed assets

   —     (35

Increase in certificates of deposits at other financial institutions

   —     (1,475

Purchase of bank owned life insurance

   (119  —   

Net cash acquired from acquisition (See Note 2)

   24,660   —   
  

 

 

  

 

 

 

Net cash from investing activities

   (229,914  (507,050

Cash flows from financing activities

   

Increase in deposits

   107,635   362,607 

Decrease in federal funds purchased and repurchase agreements

   (30,659  (41,219

Proceeds from Federal Home Loan Bank advances

   250,000   320,000 

Repayment of Federal Home Loan Bank advances

   (182,000  (165,000

Proceeds from issuance of common stock, net of offering costs

   (242  —   

Proceeds from exercise of common stock warrants

   —     150 

Proceeds from exercise of common stock options

   1,937   1,055 

Divestment of common stock issued to 401(k) plan

   (95  (174

Noncontrolling interest distributions

   (8  (8
  

 

 

  

 

 

 

Net cash from financing activities

   146,568   477,411 
  

 

 

  

 

 

 

Net change in cash and cash equivalents

   (66,359  5,814 

Cash and cash equivalents at beginning of period

   251,543   90,927 
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $185,184  $96,741 
  

 

 

  

 

 

 

Supplemental information:

   

Interest paid

  $27,004  $14,793 

Income taxes paid

   6,632   9,085 

Non-cash supplemental information:

   

Fair value of stock and stock options issued related to Civic Bank acquisition*

  $33,174  $—   

Transfers from loans to foreclosed assets

   350   1,315 

 

*

See Note 2 fornon-cash assets acquired and liabilities assumed in business combinations.

See accompanying notes to consolidated financial statements.

 

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FRANKLIN FINANCIAL NETWORK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions to Form10-Q and therefore do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles (U.S. GAAP). All adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the periods reported have been included as required by RegulationS-X, Rule10-01. All such adjustments are of a normal recurring nature. It is suggested that these interim consolidated financial statements and notes be read in conjunction with the financial statements and accompanying notes included in the Company’s Annual Report onForm 10-K filed with the SEC on March 16, 2018.

These consolidated financial statements include the accounts of Franklin Financial Network, Inc. (“FFN”), and its wholly-owned subsidiaries, Franklin Synergy Bank (“Franklin Synergy” or the “Bank”) and Franklin Synergy Risk Management, Inc. (collectively, the “Company”). Franklin Synergy Investments of Tennessee, Inc., Franklin Synergy Investments of Nevada, Inc., and Franklin Synergy Preferred Capital, Inc. are direct or indirect subsidiaries of the Bank and are included in these consolidated financial statements. Significant intercompany transactions and accounts are eliminated in consolidation.

Recently Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2014-09,Revenue from Contracts with Customers” (“ASU2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU replaces most existing revenue recognition guidance in GAAP. The new standard was effective for the Company on January 1, 2018. Adoption of ASU2014-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures as the Company’s primary sources of revenues are derived from interest earned on loans, investment securities, and other financial instruments that are not within the scope of ASU2014-09. The Company’s revenue recognition pattern for revenue streams within the scope of ASU2014-09, including but not limited to service charges on deposit accounts and gains/losses on the sale of OREO, did not change significantly from current practice. The standard permits the use of either the full retrospective or modified retrospective transition method. The Company elected to use the modified retrospective transition method which requires application of ASU2014-09 to uncompleted contracts at the date of adoption. The impact on uncompleted contracts at the date of adoption of this Update was not considered material.

The Company has identified the contract with a customer, identified the performance obligations in the contract, determined the transaction price, allocated the transaction price to the performance obligations in the contract, and recognized revenue when (or as) the Company satisfied a performance obligation. Significant revenue has not been recognized in the current reporting period that results from performance obligations satisfied in previous periods. The Company’s primary sources of revenue are derived from interest and dividends earned on loans, investment securities, and other financial instruments that are not impacted by the new standard. The Company has evaluated the nature of its contracts with customers and determined that further disaggregation of revenue from contracts with customers into more granular categories beyond what is presented in the Consolidated Statements of Income was not necessary. The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying the new standard that significantly affects the determination of the amount and timing of revenue from contracts with customers.

In January 2016, the FASB issued ASUNo. 2016-01,Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU2016-01”). The guidance affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. ASU2016-01 was effective for the Company on January 1, 2018 and resulted in the use of an exit price rather than an entrance price to determine the fair value of loans not measured at fair value on anon-recurring basis in the consolidated balance sheets. The Company does not have any equity investments that qualify for consideration under ASU2016-01. See Note 9, “Fair Value,” for further information regarding the valuation of these loans.

In January 2017, the FASB issued ASU2017-01,Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU2017-01”) to improve such definition and, as a result, assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or as business combinations. The definition of a business impacts many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU2017-01 was effective for the Company on January 1, 2018 and is to be applied under a prospective approach. The Company expects the adoption of this new guidance to impact the determination of whether future acquisitions are considered business combinations.

 

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Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU2016-02 which creates Topic 842, “Leases” and supersedes Topic 840, “Leases.” ASU2016-02 is intended to improve financial reporting about leasing transactions, by increasing transparency and comparability among organizations. Under the new guidance, a lessee will be required to record all leases with lease terms of more than 12 months on their balance sheet as lease liabilities with a correspondingright-of-use asset. ASU2016-02 maintains the dual model for lease accounting, requiring leases to be classified as either operating or finance, with lease classification determined in a manner similar to existing lease guidance. The new guidance will be effective for the Company for fiscal years beginning on or after December 15, 2018. Early adoption is permitted for all entities. At the time this ASU is adopted, the Company will recognize aright-of-use asset, and a lease liability for all leases, which will initially be measured at the present value of lease payments, and a single lease cost calculated so that the costs of the leases are allocated over the terms of the Company’s leases on a generally straight-line basis. Since an asset will be recognized at the time of adoption, the Company’s regulatory capital ratios will be impacted. Management is evaluating the impact ASU2016-02 will have on the Company’s consolidated financial statements. The Company’s current minimum lease commitments amount to approximately $58.5 million.

In June 2016, the FASB issued ASU2016-13,Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. The ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In addition, the ASU amends the accounting for credit losses onavailable-for-sale debt securities and purchased financial assets with credit deterioration. The ASU is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently gathering information, reviewing possible vendors and has formed a committee to formulate the methodology to be used. Most importantly, the Company is gathering data to enable review scenarios and to determine which calculations will produce the most reliable results. The impact of adopting ASU2016-13 is not currently known.

In January 2017, the FASB issued ASU2017-04,Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged.ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019, applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017. Adoption ofASU 2017-04 is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU2017-08,Receivables—Nonrefundable Fees and Other Costs (Subtopic310-20): Premium Amortization on Purchased Callable Debt Securities.” This Update shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. The new guidance does not change the accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to maturity.ASU 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. The guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the provisions ofASU 2017-08 to determine the potential impact the new standard will have on the Company’s consolidated financial statements.

NOTE 2—BUSINESS COMBINATIONS

As of April 1, 2018, Civic Bank & Trust (“Civic”) merged with and into Franklin Synergy with Franklin Synergy continuing as the surviving company. Under the terms of the acquisition, Civic’s common shareholders received a total of 970,390 shares of the Company’s common stock in exchange for the outstanding shares of Civic common stock. With the completion of the acquisition, the Company has its first full service branch office in Nashville, Tennessee located in the Davidson County market. The results of Civic’s operations are included in the Company’s results for the first time in this Form10-Q. Acquisition-related costs of $482 and $565, respectively, are included in other noninterest expense in the Company’s income statement for the three and six months ended June 30, 2018. The fair value of the common shares issued as part of the consideration paid for Civic was determined using the basis of the closing price of the Company’s common shares on the acquisition date.

 

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Goodwill of $9,052 arising from the acquisition consisted largely of synergies resulting from the combining of the operations of the companies. The fair value of intangible assets related to core deposits was determined to be $558.

The following table summarizes the consideration paid for Civic and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:

 

Consideration:

  

Common stock issued to Civic shareholders

  $31,635 

Fair value of stock options issued to Civic option holders

   1,539 
  

 

 

 

Fair value of total consideration

  $33,174 
  

 

 

 

Recognized amounts of identifiable assets acquired and liabilities assumed:*

  

Cash and cash equivalents

  $24,660 

Certificates of deposit at other financial institutions

   500 

Securities available for sale

   31,734 

Loans

   96,385 

Equity securities

   876 

Premises and equipment

   253 

Core deposit intangibles

   558 

Foreclosed assets

   350 

Other assets

   5,209 
  

 

 

 

Total assets acquired

   160,601 
  

 

 

 

Deposits

   123,161 

Federal Home Loan Bank advances

   11,500 

Other liabilities

   1,817 
  

 

 

 

Total liabilities assumed

   136,479 
  

 

 

 

Total net assets acquired

   24,122 
  

 

 

 

Goodwill

  $9,052 
  

 

 

 

 

*

Amounts shown in the table above are subject to adjustment.

The fair value of net assets acquired includes fair value adjustments to certain loan receivables that were not considered impaired as of the acquisition date. As such, these receivables were not subject to the guidance relating to purchased credit-impaired loans. Receivables acquired include loans and customer receivables with a fair value and gross contractual amounts receivable of $96,385 and $96,903 on the date of acquisition.

 

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The following table presents supplemental pro forma information as if the Civic acquisition had occurred at the beginning of 2017. The unaudited pro forma information includes adjustments for interest income on loans acquired, amortization of intangibles arising from the transaction, interest expense on deposits acquired, and the related income tax effects. The pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transactions been effected on the assumed dates.

 

   Six Months Ended June 30, 
   2018   2017 

Net interest income – pro forma (unaudited)

  $53,381   $51,236 

Net income – pro forma (unaudited)

  $20,347   $17,868 

Earnings per share – pro forma (unaudited):

    

Basic

  $1.34   $1.27 

Diluted

  $1.31   $1.26 

NOTE 3—SECURITIES

The following table summarizes the amortized cost and fair value of the securities available for sale portfolio at June 30, 2018 and December 31, 2017 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income.

 

   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

June 30, 2018

        

U.S. Treasury securities

  $254,456   $—    $(373  $254,083 

U.S. government sponsored entities and agencies

   26,363    —      (218   26,145 

Mortgage-backed securities: residential

   771,100    3    (23,104   747,999 

Mortgage-backed securities: commercial

   5,113    —      (131   4,982 

State and political subdivisions

   119,182    385    (4,097   115,470 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,176,214   $388   $(27,923  $1,148,679 
  

 

 

   

 

 

   

 

 

   

 

 

 
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
 

December 31, 2017

        

U.S. Treasury securities

  $229,119   $—    $(210  $228,909 

U.S. government sponsored entities and agencies

   20,125    —      (164   19,961 

Mortgage-backed securities: residential

   641,225    102    (8,761   632,566 

Mortgage-backed securities: commercial

   5,133    —      (59   5,074 

State and political subdivisions

   113,468    1,787    (1,884   113,371 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,009,070   $1,889   $(11,078  $999,881 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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The amortized cost and fair value of the securities held to maturity portfolio at June 30, 2018 and December 31, 2017 and the corresponding amounts of gross unrecognized gains and losses were as follows:

 

   Amortized
Cost
   Gross
Unrecognized
Gains
   Gross
Unrecognized
Losses
   Fair
Value
 

June 30, 2018

        

Mortgage backed securities: residential

  $88,769   $76   $(3,814  $85,031 

State and political subdivisions

   120,470    1,152    (245   121,377 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $209,239   $1,228   $(4,059  $206,408 
  

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2017

        

Mortgage backed securities: residential

  $93,366   $207   $(1,796  $91,777 

State and political subdivisions

   121,490    4,379    (38   125,831 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $214,856   $4,586   $(1,834  $217,608 
  

 

 

   

 

 

   

 

 

   

 

 

 

The proceeds from sales and calls of securities available for sale and the associated gains and losses were as follows:

 

   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
   2018   2017   2018   2017 

Proceeds

  $1   $61,190   $1   $61,190 

Gross gains

   1    246    1    246 

Gross losses

   —      (126   —      (126

The amortized cost and fair value of the investment securities portfolio are shown by contractual maturity. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.

 

   June 30, 2018 
   Amortized
Cost
   Fair
Value
 

Available for sale

    

One year or less

  $274,536   $273,974 

Over one year through five years

   2,665    2,653 

Over five years through ten years

   2,982    2,965 

Over ten years

   119,818    116,106 

Mortgage-backed securities: residential

   771,100    747,999 

Mortgage-backed securities: commercial

   5,113    4,982 
  

 

 

   

 

 

 

Total

  $1,176,214   $1,148,679 
  

 

 

   

 

 

 

Held to maturity

    

One year or less

  $501   $508 

Over one year through five years

   1,106    1,118 

Over five years through ten years

   12,868    12,948 

Over ten years

   105,995    106,803 

Mortgage-backed securities: residential

   88,769    85,031 
  

 

 

   

 

 

 

Total

  $209,239   $206,408 
  

 

 

   

 

 

 

Securities pledged at June 30, 2018 and December 31, 2017 had a carrying amount of $1,038,465 and $975,518, respectively, and were pledged to secure public deposits and repurchase agreements.

At June 30, 2018 and December 31, 2017, there were no holdings of securities of any one issuer, other than the U.S. government-sponsored entities and agencies, in an amount greater than 10% of shareholders’ equity.

 

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The following table summarizes the securities with unrealized and unrecognized losses at June 30, 2018 and December 31, 2017, aggregated by major security type and length of time in a continuous unrealized loss position:

 

   Less Than 12 Months  12 Months or Longer  Total 
   Fair
Value
   Unrealized
Losses
  Fair
Value
   Unrealized
Losses
  Fair
Value
   Unrealized
Losses
 

June 30, 2018

          

Available for sale

          

U.S. Treasury securities

  $254,084   $(373 $—    $—   $254,084   $(373

U.S. government sponsored entities and agencies

   6,169    (27  19,890    (191  26,059    (218

Mortgage-backed securities: residential

   457,808    (10,073  289,591    (13,031  747,399    (23,104

Mortgage-backed securities: commercial

   4,982    (131  —      —     4,982    (131

State and political subdivisions

   16,853    (233  60,575    (3,864  77,428    (4,097
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total available for sale

  $739,896   $(10,837 $370,056   $(17,086 $1,109,952   $(27,923
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 
   Less Than 12 Months  12 Months or Longer  Total 
   Fair
Value
   Unrecognized
Losses
  Fair
Value
   Unrecognized
Losses
  Fair
Value
   Unrecognized
Losses
 

Held to maturity

          

Mortgage-backed securities: residential

  $14,961   $(387 $65,670   $(3,427 $80,631   $(3,814

State and political subdivisions

   30,065    (192  1,129    (53  31,194    (245
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total held to maturity

  $45,026   $(579 $66,799   $(3,480 $111,825   $(4,059
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 
   Less Than 12 Months  12 Months or Longer  Total 
   Fair
Value
   Unrealized
Losses
  Fair
Value
   Unrealized
Losses
  Fair
Value
   Unrealized
Losses
 

December 31, 2017

          

Available for sale

          

U.S. Treasury securities

  $228,909   $(210 $—    $—   $228,909   $(210

U.S. government sponsored entities and agencies

   19,961    (164  —      —     19,961    (164

Mortgage-backed securities: residential

   301,158    (2,447  311,366    (6,314  612,524    (8,761

Mortgage-backed securities: commercial

   5,074    (59  —         5,074    (59

State and political subdivisions

   1,298    (2  62,725    (1,882  64,023    (1,884
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total available for sale

  $556,400   $(2,882 $374,091   $(8,196 $930,491   $(11,078
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 
   Less Than 12 Months  12 Months or Longer  Total 
   Fair
Value
   Unrecognized
Losses
  Fair
Value
   Unrecognized
Losses
  Fair
Value
   Unrecognized
Losses
 

Held to maturity

          

Mortgage-backed securities: residential

  $11,191   $(69 $72,582   $(1,727 $83,773   $(1,796

State and political subdivisions

   262    (2  1,148    (36  1,410    (38
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total held to maturity

  $11,453   $(71 $73,730   $(1,763 $85,183   $(1,834
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Unrealized losses on debt securities have not been recognized into income because the issuers’ bonds are of high credit quality (rated AA or higher), management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. The fair value is expected to recover as the bonds approach maturity.

 

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NOTE 4—LOANS

Loans at June 30, 2018 and December 31, 2017 were as follows:

 

   June 30,
2018
   December 31,
2017
 

Loans that are not PCI loans

    

Construction and land development

  $562,696   $494,818 

Commercial real estate:

    

Nonfarm, nonresidential

   716,918    628,554 

Other

   45,659    49,684 

Residential real estate:

    

Closed-end1-4 family

   464,531    407,695 

Other

   183,718    169,640 

Commercial and industrial

   491,567    502,006 

Consumer and other

   6,800    3,781 
  

 

 

   

 

 

 

Loans before net deferred loan fees

   2,471,889    2,256,178 

Deferred loan fees, net

   (2,209   (1,963
  

 

 

   

 

 

 

Total loans that are not PCI loans

   2,469,680    2,254,215 

Total PCI loans

   2,413    2,393 

Allowance for loan losses

   (22,341   (21,247
  

 

 

   

 

 

 

Total loans, net of allowance for loan losses

  $2,449,752   $2,235,361 
  

 

 

   

 

 

 

The following table presents the activity in the allowance for loan losses by portfolio segment for the three-month periods ended June 30, 2018 and 2017:

 

   Construction
and Land
Development
  Commercial
Real
Estate
   Residential
Real
Estate
  Commercial
and
Industrial
  Consumer
and
Other
  Total 

Three Months Ended June 30, 2018

        

Allowance for loan losses:

        

Beginning balance

  $4,345  $5,875   $3,605  $7,866  $47  $21,738 

Provision for loan losses

   267   288    909   (900  6   570 

Loanscharged-off

   —     —      —     —     (5  (5

Recoveries

   1   —      19   10   8   38 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Total ending allowance balance

  $4,613  $6,163   $4,533  $6,976  $56  $22,341 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Three Months Ended June 30, 2017

        

Allowance for loan losses:

        

Beginning balance

  $3,837  $4,659   $2,672  $6,885  $52  $18,105 

Provision for loan losses

   (41  352    255   9   (2  573 

Loanscharged-off

   —     —      (1  —     (2  (3

Recoveries

   —     —      13   —     1   14 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Total ending allowance balance

  $3,796  $5,011   $2,939  $6,894  $49  $18,689 
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

The following table presents the activity in the allowance for loan losses by portfolio segment for thesix-month periods ended June 30, 2018 and 2017:

 

   Construction
and Land
Development
  Commercial
Real
Estate
   Residential
Real
Estate
  Commercial
and
Industrial
  Consumer
and
Other
  Total 

Six Months Ended June 30, 2018

        

Allowance for loan losses:

        

Beginning balance

  $3,802  $5,981   $3,834  $7,587  $43  $21,247 

Provision for loan losses

   848   182    668   (572  17   1,143 

Loanscharged-off

   (38  —      (7  (49  (17  (111

 

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   Construction
and Land
Development
   Commercial
Real
Estate
   Residential
Real
Estate
  Commercial
and
Industrial
  Consumer
and
Other
  Total 

Recoveries

   1    —      38   10   13   62 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Total ending allowance balance

  $4,613   $6,163   $4,533  $6,976  $56  $22,341 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Six Months Ended June 30, 2017

         

Allowance for loan losses:

         

Beginning balance

  $3,776   $4,266   $2,398  $6,068  $45  $16,553 

Provision for loan losses

   20    745    517   1,126   20   2,428 

Loanscharged-off

   —      —      (1  (300  (25  (326

Recoveries

   —      —      13   —     1   14 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Total ending allowance balance

  $3,796   $5,011   $2,939  $6,894  $49  $18,689 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

As of both June 30, 2018 and December 31, 2017, there was no allowance for loan losses for PCI loans.

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2018 and December 31, 2017. For purposes of this disclosure, recorded investment in loans excludes accrued interest receivable and deferred loan fees, net due to immateriality.

 

   Construction
and Land
Development
   Commercial
Real
Estate
   Residential
Real
Estate
   Commercial
and
Industrial
   Consumer
and
Other
   Total 

June 30, 2018

            

Allowance for loan losses:

            

Ending allowance balance attributable to loans:

            

Individually evaluated for impairment

  $—    $—    $—    $16   $—    $16 

Collectively evaluated for impairment

   4,613    6,163    4,533    6,960    56    22,325 

Purchased credit-impaired loans

   —      —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ending allowance balance

  $4,613   $6,163   $4,533   $6,976   $56   $22,341 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans:

            

Individually evaluated for impairment

  $—    $—    $441   $2,633   $—    $3,074 

Collectively evaluated for impairment

   562,696    762,577    647,808    488,934    6,800    2,468,815 

Purchased credit-impaired loans

   —      363    86    1,964    —      2,413 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ending loans balance

  $562,696   $762,940   $648,335   $493,531   $6,800   $2,474,302 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2017

            

Allowance for loan losses:

            

Ending allowance balance attributable to loans:

            

Individually evaluated for impairment

  $—    $—    $—    $879   $—    $879 

Collectively evaluated for impairment

   3,802    5,981    3,834    6,708    43    20,368 

Purchased credit-impaired loans

   —      —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ending allowance balance

  $3,802   $5,981   $3,834   $7,587   $43   $21,247 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans:

            

Individually evaluated for impairment

  $217   $—    $834   $3,090   $—    $4,141 

Collectively evaluated for impairment

   494,601    678,238    576,501    498,916    3,781    2,252,037 

Purchased credit-impaired loans

   —      380    105    1,908    —      2,393 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ending loans balance

  $494,818   $678,618   $577,440   $503,914   $3,781   $2,258,571 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Loans collectively evaluated for impairment reported at June 30, 2018 include certain acquired loans. At June 30, 2018, thesenon-PCI loans had a carrying value of $133,413, comprised of contractually unpaid principal totaling $134,986 and discounts totaling $1,573. Management evaluated these loans for credit deterioration since acquisition and determined that an allowance for loan losses of $343 was necessary at June 30, 2018.

The following table presents information related to impaired loans by class of loans as of June 30, 2018 and December 31, 2017:

 

   Unpaid
Principal
Balance
   Recorded
Investment
   Allowance for
Loan Losses
Allocated
 

June 30, 2018

      

With no allowance recorded:

      

Residential real estate:

      

Closed-end1-4 family

  $337   $330    —   

Other

   111    111    —   

Commercial and industrial

   2,466    2,466    —   
  

 

 

   

 

 

   

 

 

 

Subtotal

   2,914    2,907    —   

With an allowance recorded:

      

Commercial and industrial

   167    167    16 
  

 

 

   

 

 

   

 

 

 

Subtotal

   167    167    16 
  

 

 

   

 

 

   

 

 

 

Total

  $3,081   $3,074   $16 
  

 

 

   

 

 

   

 

 

 

December 31, 2017

      

With no allowance recorded:

      

Construction and land development

  $217   $217   $—  

Residential real estate:

      

Closed-end1-4 family

   14    14    —   

Other

   820    820    —   

Commercial and industrial

   108    108    —   
  

 

 

   

 

 

   

 

 

 

Subtotal

   1,159    1,159    —   
  

 

 

   

 

 

   

 

 

 

With an allowance recorded:

      

Commercial and industrial

   2,982    2,982    879 
  

 

 

   

 

 

   

 

 

 

Subtotal

   2,982    2,982    879 
  

 

 

   

 

 

   

 

 

 

Total

  $4,141   $4,141   $879 
  

 

 

   

 

 

   

 

 

 

The following table presents the average recorded investment of impaired loans by class of loans for the three and six months ended June 30, 2018 and 2017:

 

   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 

Average Recorded Investment

  2018   2017   2018   2017 

With no allowance recorded:

        

Construction and land development

  $—    $2,250   $100   $1,125 

Commercial real estate:

        

Nonfarm, nonresidential

   —      2,242    —      3,185 

Residential real estate:

        

Closed-end1-4 family

   496    604    432    1,202 

Other

   112    181    192    151 

Commercial and industrial

   883    568    867    705 

Consumer and other

   —      2    —      1 
  

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

   1,491    5,847    1,591    6,369 
  

 

 

   

 

 

   

 

 

   

 

 

 

With an allowance recorded:

        

Commercial and industrial

  $1,638   $2,855   $1,785   $2,720 
  

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

   1,638    2,855    1,785    2,720 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $3,129   $8,702   $3,376   $9,089 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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The impact on net interest income for these loans was not material to the Company’s results of operations for the three and six months ended June 30, 2018 and 2017.

The following table presents the recorded investment in nonaccrual loans and loans past due over 90 days still on accrual by class of loans as of June 30, 2018 and December 31, 2017:

 

   Nonaccrual   Loans Past Due
Over 90 Days
 

June 30, 2018

    

Residential real estate:

    

Closed-end1-4 family

  $330   $—  

Other

   111    —   

Commercial and industrial

   2,466    530 
  

 

 

   

 

 

 

Total

  $2,907   $530 
  

 

 

   

 

 

 

December 31, 2017

    

Residential real estate:

    

Closed-end1-4 family

  $257   $14 

Other

   114    —   

Commercial and industrial

   2,466    191 
  

 

 

   

 

 

 

Total

  $2,837   $205 
  

 

 

   

 

 

 

Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

The following table presents the aging of the recorded investment in past due loans as of June 30, 2018 and December 31, 2017 by class of loans:

 

   30-59
Days
Past Due
   60-89
Days
Past Due
   Greater
Than 89
Days
Past Due
   Nonaccrual   Total
Past Due
and
Nonaccrual
   Loans
Not
Past Due
   PCI
Loans
   Total 

June 30, 2018

                

Construction and land development

  $1,379   $750   $—    $—    $2,129   $560,567   $—    $562,696 

Commercial real estate:

                

Nonfarm, nonresidential

   —      —      —      —      —      716,918    363    717,281 

Other

   3    —      —      —      3    45,656    —      45,659 

Residential real estate:

                

Closed-end1-4 family

   1,323    —      —      330    1,653    462,878    86    464,617 

Other

   1,003    50    —      111    1,164    182,554    —      183,718 

Commercial and industrial

   167    69    530    2,466    3,232    488,335    1,964    493,531 

Consumer and other

   —      —      —      —      —      6,800    —      6,800 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $3,875   $869   $530   $2,907   $8,181   $2,463,708   $2,413   $2,474,302 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2017

                

Construction and land development

  $1,918   $136   $—    $—    $2,054   $492,764   $—    $494,818 

Commercial real estate:

                

Nonfarm, nonresidential

   —      —      —      —      —      628,554    380    628,934 

Other

   —      —      —      —      —      49,684    —      49,684 

Residential real estate:

                

Closed-end1-4 family

   —      —      14    257    271    407,424    105    407,800 

Other

   146    719    —      114    979    168,661    —      169,640 

Commercial and industrial

   532    27    191    2,466    3,216    498,790    1,908    503,914 

Consumer and other

   —      —      —      —      —      3,781    —      3,781 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $2,596   $882   $205   $2,837   $6,520   $2,249,658   $2,393   $2,258,571 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Credit Quality Indicators:The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includesnon-homogeneous loans, such as commercial and commercial real estate loans as well asnon-homogeneous residential real estate loans. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:

Special Mention.Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard.Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-rated loans. The following table includes PCI loans, which are included in the “Substandard” column. Based on the most recent analysis performed, the risk category of loans by class of loans is as follows as of June 30, 2018 and December 31, 2017:

 

   Pass   Special
Mention
   Substandard   Total 

June 30, 2018

        

Construction and land development

  $558,958   $3,738   $—    $562,696 

Commercial real estate:

        

Nonfarm, nonresidential

   701,611    11,606    4,064    717,281 

Other

   45,276    —      383    45,659 

Residential real estate:

        

Closed-end1-4 family

   462,668    —      1,949    464,617 

Other

   181,919    —      1,799    183,718 

Commercial and industrial

   479,214    5,425    8,892    493,531 

Consumer and other

   6,796    3    1    6,800 
  

 

 

   

 

 

   

 

 

   

 

 

 
  $2,436,442   $20,772   $17,088   $2,474,302 
  

 

 

   

 

 

   

 

 

   

 

 

 
   Pass   Special
Mention
   Substandard   Total 

December 31, 2017

        

Construction and land development

  $494,601   $—    $217   $494,818 

Commercial real estate:

        

Nonfarm, nonresidential

   609,458    12,602    6,874    628,934 

Other

   49,303    —      381    49,684 

Residential real estate:

        

1-4 family

   404,832    615    2,353    407,800 

Other

   167,886    —      1,754    169,640 

Commercial and industrial

   485,363    10,350    8,201    503,914 

Consumer and other

   3,777    4    —      3,781 
  

 

 

   

 

 

   

 

 

   

 

 

 
  $2,215,220   $23,571   $19,780   $2,258,571 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Troubled Debt Restructurings

As of June, 2018 and December 31, 2017, the Company’s loan portfolio contains one loan that has been modified in a troubled debt restructuring with a balance of $166 and $608, respectively. During the second quarter of 2018 one loan was added as a troubled debt restructuring with a balance of $166, and the loan that was a troubled debt restructuring at December 31, 2017 was paid off after $33 of the loan balance was charged off.

NOTE 5—LOAN SERVICING

Loans serviced for others are not reported as assets. The principal balances of these loans at June 30, 2018 and December 31, 2017 are as follows:

 

   June 30,
2018
   December 31,
2017
 

Loan portfolios serviced for:

    

Federal Home Loan Mortgage Corporation

  $501,280   $507,233 

Other

   3,862    4,626 

The components of net loan servicing fees for the three and six months ended June 30, 2018 and 2017 were as follows:

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2018   2017   2018   2017 

Loan servicing fees, net:

        

Loan servicing fees

  $330   $319   $662   $639 

Amortization of loan servicing fees

   (227   (266   (440   (479

Change in impairment

   —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $103   $53   $222   $160 
  

 

 

   

 

 

   

 

 

   

 

 

 

The fair value of servicing rights was estimated by management to be approximately $5,127 at June 30, 2018. Fair value for June 30, 2018 was determined using a weighted average discount rate of 10.5% and a weighted average prepayment speed of 10.2%. At December 31, 2017, the fair value of servicing rights was estimated by management to be approximately $5,089. Fair value for December 31, 2017 was determined using a weighted average discount rate of 10.5% and a weighted average prepayment speed of 9.9%.

NOTE 6—SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE

Our subsidiary bank enters into borrowing arrangements with our retail business customers and correspondent banks through agreements to repurchase (“securities sold under agreements to repurchase”) under which the bank pledges investment securities owned and under its control as collateral against these short-term borrowing arrangements. At maturity the securities underlying the agreements are returned to the Company. At June 30, 2018 and December 31, 2017, these short-term borrowings totaled $345 and $31,004, respectively, and were secured by securities with carrying amounts of $1,998 and $41,136, respectively. At June 30, 2018, all of the Company’s repurchase agreements hadone-day maturities.

The following table provides additional details as of June 30, 2018:

 

As of June 30, 2018

  State and
Political
Subdivisions
  Total 

Market value of securities pledged

  $2,048  $2,048 

Borrowings related to pledged amounts

  $345  $345 

Market value pledged as a % of borrowings

   594  594

 

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Table of Contents

The following table provides additional details as of December 31, 2017:

 

As of December 31, 2017

  Mortgage-
Backed
Securities:
Residential
  State and
Political
Subdivisions
  Total 

Market value of securities pledged

  $1,004  $42,109  $43,113 

Borrowings related to pledged amounts

  $—   $31,004  $31,004 

Market value pledged as a % of borrowings

   —    136  139

NOTE 7—SHARE-BASED PAYMENTS

In connection with the Company’s 2010 private offering, 32,425 warrants were issued to shareholders, one warrant for every twenty shares of common stock purchased. Each warrant allows the shareholders to purchase an additional share of common stock at $12.00 per share. The warrants were issued with an effective date of March 30, 2010 and were exercisable in whole or in part up to seven years following the date of issuance. The warrants were detachable from the common stock. There were 0 and 12,461 warrants exercised during the six months ended June 30, 2018 and 2017, respectively.

A summary of the stock warrant activity for the six months ended June 30, 2018 and 2017 follows:

 

   June 30,
2018
   June 30,
2017
 

Stock warrants exercised:

    

Intrinsic value of warrants exercised

  $—    $329 

Cash received from warrants exercised

   —      150 

The warrants expired on March 30, 2017; therefore at June 30, 2017, there were no outstanding warrants associated with the 2010 offering.

The Company has two share based compensation plans as described below. Total compensation cost that has been charged against income for those plans was $1,318 and $788 and $2,078 and $1,235 for the three and six months ended June 30, 2018 and 2017, respectively. The total income tax benefit, which is shown on the Consolidated Statements of Income as a reduction of income tax expense, was $220 and $283 for the three and six months ended June 30, 2018. The total income tax benefit for the three and six months ended June 30, 2017 was $357 and $450.

Stock Options: The Company’s 2007 Omnibus Equity Incentive Plan (the “2007 Plan”), as amended and shareholder-approved, provided for authorized shares up to 4,000,000. The 2007 Plan provided that no options intended to be ISOs may be granted after April 9, 2017. As a result, the Company’s board of directors approved, and recommended to its shareholders for approval, an equity incentive plan, the 2017 Omnibus Equity Incentive Plan (the “2017 Plan”). The Company’s shareholders approved the 2017 Plan at the 2017 annual meeting of shareholders. The terms of the 2017 Plan are substantially similar to the terms of the 2007 Plan it was intended to replace. The 2017 Plan provides for authorized shares up to 5,000,000. At June 30, 2018, there were 4,280,623 authorized shares available for issuance under the 2017 Plan.

On April 12, 2018, the Compensation Committee of the Company’s Board of Directors (the “Committee”) approved the Amended and Restated 2017 Omnibus Equity Incentive Plan (the “Amended and Restated 2017 Plan”) in order to make the following amendments to the 2017 Plan in response to feedback the Company received from its shareholders:

 

  

reduce the number of shares of common stock available for issuance from 5,000,000 shares under the 2017 Plan to 3,500,000 shares under the Amended and Restated 2017 Plan;

 

  

revise the definition of Change in Control to include only actual changes in control (and removed triggering events that represented a potential change in control);

 

  

remove the Committee’s authority to accelerate vesting (other than in cases of termination of the participant’s employment);

 

  

remove certain provisions allowing recycling of shares and to clarify that (1) shares tendered in payment of an option, (2) shares delivered or withheld to satisfy tax withholding obligations and (3) shares covered by a stock-settled SAR or other awards that were not issued upon settlement of the award will not be available for issuance under the Amended and Restated 2017 Plan; and

 

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Table of Contents
  

remove the ability to grant reload options (automatic granting of new options at the time of exercise).

Employee, organizer and director awards are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant; those option awards have a vesting period of three to five years and have aten-year contractual term. The Company assigns discretion to its Board of Directors to make grants either as qualified incentive stock options or asnon-qualified stock options. All employee grants are intended to be treated as qualified incentive stock options, if allowable. All other grants are expected to be treated asnon-qualified.

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected stock price volatility is based on historical volatilities of a peer group. The Company uses historical data to estimate option exercise and post-vesting termination behavior.

The expected term of options granted represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

The fair value of options granted was determined using the following weighted-average assumptions as of grant date.

 

   June 30,
2018
  June 30,
2017
 

Risk-free interest rate

   2.96  2.03

Expected term

   7.5 years   6.7 years 

Expected stock price volatility

   32.09  33.36

Dividend yield

   0.00  0.03

The weighted average fair value of options granted for the six months ended June 30, 2018 and 2017 were $12.03 and $14.38, respectively.

A summary of the activity in the plans for the six months ended June 30, 2018 follows:

 

   Shares   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Term
   Aggregate
Intrinsic
Value
 

Outstanding at beginning of year

   1,507,168   $21.37    6.55   $19,180 

Granted

   505,637    29.69     

Exercised

   (183,823   16.10     

Forfeited, expired, or cancelled

   (12,654   29.30     
  

 

 

       

Outstanding at period end

   1,816,328   $24.08    7.14   $24,557 
  

 

 

   

 

 

   

 

 

   

 

 

 

Vested or expected to vest

   1,725,512   $24.08    7.14   $23,329 

Exercisable at period end

   1,007,612   $18.27    6.00   $19,474 

 

   For the six months
ended June 30,
 
   2018   2017 

Stock options exercised:

    

Intrinsic value of options exercised

  $3,745   $3,460 

Cash received from options exercised

   1,937    1,055 

Tax benefit realized from option exercises

   283    450 

As of June 30, 2018, there was $7,127 of total unrecognized compensation cost related tonon-vested stock options granted under the plans. The cost is expected to be recognized over a weighted-average period of 2.3 years.

Restricted Stock: Additionally, the 2007 Plan and the Amended and Restated 2017 Plan each provides for the granting of restricted share awards and other performance related incentives. When the restricted shares are awarded, a participant receives voting and dividend rights with respect to the shares, but is not able to transfer the shares until the restrictions have lapsed. These awards have a vesting period of three to five years and vest in equal annual installments on the anniversary date of the grant.

 

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Table of Contents

A summary of activity fornon-vested restricted share awards for the six months ended June 30, 2018 is as follows:

 

Non-vested Shares

  Shares   Weighted-
Average
Grant-
Date
Fair Value
 

Non-vested at December 31, 2017

   94,181   $25.42 

Granted

   120,038    32.99 

Vested

   (33,031   27.27 

Forfeited

   (1,732   32.19 
  

 

 

   

Non-vested at June 30, 2018

   179,456   $30.49 
  

 

 

   

Compensation expense associated with the restricted share awards is recognized on a straight-line basis over the time period that the restrictions associated with the awards lapse based on the total cost of the award at the grant date. As of June 30, 2018, there was $4,964 of total unrecognized compensation cost related tonon-vested shares granted under the 2007 Plan and Amended and Restated 2017 Plan. The cost is expected to be recognized over a weighted-average period of 2.9 years.

NOTE 8—REGULATORY CAPITAL MATTERS

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certainoff-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. Banks (Basel III rules) became effective for the Company on January 1, 2016 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019.

The Basel III rules additionally provide for countercyclical capital requirements so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness. Under the Basel III rules, banks must maintain a capital conservation buffer consisting of additional Common Equity Tier 1 Capital equal to 2.5% of risk-weighted assets above each of the required minimum capital levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying certain discretionary bonuses. This new capital conservation buffer requirement was phased in beginning January 2016 at 0.625% of risk-weighted assets and will increase each year until fully implemented at 2.5% in January 2019. The capital conservation buffer in effect for 2018 is 1.875%.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At June 30, 2018, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. Management believes that, as of June 30, 2018, the Company and Bank met all capital adequacy requirements to which they are subject. There are no conditions or events since that notification that management believes have changed the institution’s category.

Actual and required capital amounts and ratios are presented below as of June 30, 2018 and December 31, 2017 for the Company and Bank:

 

   Actual  Required
For Capital
Adequacy Purposes
  To Be Well
Capitalized Under
Prompt Corrective
Action Regulations
 
   Amount   Ratio  Amount   Ratio  Amount   Ratio 

June 30, 2018

          

Company common equity Tier 1 capital to risk-weighted assets

  $347,175    12.14 $128,657    4.50  N/A    N/A 

Company Total Capital to risk weighted assets

  $428,214    14.98 $228,723    8.00  N/A    N/A 

Company Tier 1 (Core) Capital to risk weighted assets

  $347,175    12.14 $171,543    6.00  N/A    N/A 

Company Tier 1 (Core) Capital to average assets

  $347,175    8.33 $167,722    4.00  N/A    N/A 

Bank common equity Tier 1 capital to risk-weighted assets

  $401,965    14.06 $128,661    4.50 $185,843    6.50

Bank Total Capital to risk weighted assets

  $424,400    14.84 $228,730    8.00 $285,913    10.00

Bank Tier 1 (Core) Capital to risk weighted assets

  $401,965    14.06 $171,548    6.00 $228,730    8.00

Bank Tier 1 (Core) Capital to average assets

  $401,965    9.65 $166,615    4.00 $208,269    5.00

 

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Table of Contents
   Actual  Required
For Capital
Adequacy Purposes
  To Be Well
Capitalized Under
Prompt Corrective
Action Regulations
 
   Amount   Ratio  Amount   Ratio  Amount   Ratio 

December 31, 2017

          

Company common equity Tier 1 capital to risk-weighted assets

  $299,229    11.37 $118,479    4.50  N/A    N/A 

Company Total Capital to risk weighted assets

  $379,083    14.40 $210,629    8.00  N/A    N/A 

Company Tier 1 (Core) Capital to risk weighted assets

  $299,229    11.37 $157,972    6.00  N/A    N/A 

Company Tier 1 (Core) Capital to average assets

  $299,229    8.25 $145,100    4.00  N/A    N/A 

Bank common equity Tier 1 capital to risk-weighted assets

  $353,512    13.43 $118,489    4.50 $171,151    6.50

Bank Total Capital to risk weighted assets

  $374,851    14.24 $210,647    8.00 $263,309    10.00

Bank Tier 1 (Core) Capital to risk weighted assets

  $353,512    13.43 $157,985    6.00 $210,647    8.00

Bank Tier 1 (Core) Capital to average assets

  $353,512    9.75 $145,003    4.00 $181,253    5.00

Note: Minimum ratios presented exclude the capital conservation buffer

Dividend Restrictions: The Company’s principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s net profits, combined with the retained net profits of the preceding two years, subject to the capital requirements described above. Neither the Company nor the Bank may currently pay dividends without prior written approval from its primary regulatory agencies.

NOTE 9—FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2), using matrix pricing. Matrix pricing is a mathematical technique commonly used to price debt securities that are not actively traded and values debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

Derivatives: The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2).

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. Appraisals for impaired loans are generally obtained annually but may be obtained more frequently based on changing circumstances as part of the aforementioned quarterly evaluation.

 

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Foreclosed Assets: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Foreclosed assets are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Appraisals for both collateral-dependent impaired loans and real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the credit administration department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On an annual basis, the Company compares the actual selling price of collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraisal value to arrive at fair value.

Loans Held For Sale: The Company has elected the fair value option for loans held for sale to align with other accounting policies related to mortgage banking, such as mortgage banking derivatives. These loans are typically sold to an investor following loan origination and the fair value of such accounts are readily available based on direct quotes from investors or similar transactions experienced in the secondary loan market. Fair value adjustments, as well as realized gains and losses are recorded in current earnings. Fair value is determined by market prices for similar transactions adjusted for specific attributes of that loan (Level 2).

 

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Assets and liabilities measured at fair value on a recurring basis, including financial assets and liabilities for which the Company has elected the fair value option, are summarized below:

 

   Fair Value Measurements at
June 30, 2018 Using:
 
   Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 

Financial Assets

      

Securities available for sale

      

U.S. Treasury securities

  $—    $254,083   $—  

U.S. government sponsored entities and agencies

   —      26,145    —   

Mortgage-backed securities-residential

   —      747,999    —   

Mortgage-backed securities-commercial

   —      4,982    —   

State and political subdivisions

   —      115,470    —   
  

 

 

   

 

 

   

 

 

 

Total securities available for sale

  $—    $1,148,679   $—  
  

 

 

   

 

 

   

 

 

 

Loans held for sale

  $—    $16,769   $—  
  

 

 

   

 

 

   

 

 

 

Mortgage banking derivatives

  $—    $393   $—  
  

 

 

   

 

 

   

 

 

 

Financial Liabilities

    

Mortgage banking derivatives

  $—    $83   $—  
  

 

 

   

 

 

   

 

 

 
   Fair Value Measurements at
December 31, 2017 Using:
 
   Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 

Financial Assets

      

Securities available for sale

      

U.S. Treasury securities

  $—    $228,909   $—  

U.S. government sponsored entities and agencies

   —      19,961    —   

Mortgage-backed securities-residential

   —      632,566    —   

Mortgage-backed securities-commercial

   —      5,074    —   

State and political subdivisions

   —      113,371    —   
  

 

 

   

 

 

   

 

 

 

Total securities available for sale

  $—    $999,881   $—  
  

 

 

   

 

 

   

 

 

 

Loans held for sale

  $—    $12,024   $—  
  

 

 

   

 

 

   

 

 

 

Mortgage banking derivatives

  $—    $175   $—  
  

 

 

   

 

 

   

 

 

 

Financial Liabilities

      

Mortgage banking derivatives

  $—    $35   $—  
  

 

 

   

 

 

   

 

 

 

As of June 30, 2018, the unpaid principal balance of loans held for sale was $16,232 resulting in an unrealized gain of $537 included in gains on sale of loans. As of December 31, 2017, the unpaid principal balance of loans held for sale was $11,681, resulting in an unrealized gain of $343 included in gains on sale of loans. For the three months ended June 30, 2018 and 2017, the change in fair value related to loans held for sale, which is included in gain on sale of loans, was $220 and $(8), respectively. For the six months ended June 30, 2018 and 2017, the change in fair value related to loans held for sale, which is included in gain on sale of loans, was $194 and $105, respectively. None of these loans were 90 days or more past due or on nonaccrual as of June 30, 2018 and December 31, 2017.

There were no transfers between level 1 and 2 during 2018 or 2017.

 

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Assets measured at fair value on anon-recurring basis are summarized below:

There was one collateral-dependent impaired loans carried at fair value of $150 as of June 30, 2018 and one collateral-dependent impaired loan carried at fair value of $1,650 as of December 31, 2017. For the three and six months ended June 30, 2018, $16 in additional provision for loan losses was recorded related to impaired loans recorded at fair value of collateral. For the three and six months ended June 30, 2017, $194 in additional provision for loan losses was recorded related to impaired loans recorded at fair value of collateral.

Foreclosed assets measured at fair value less costs to sell, had a net carrying amount of $1,853 as of June 30, 2018 and $1,503 as of December 31, 2017. There were no properties at June 30, 2018 or 2017 that had required write-downs to fair value which resulted in no write-downs for the three and six months ended June 30, 2018 and 2017, respectively.

The carrying amounts and estimated fair values of financial instruments at June 30, 2018 and December 31, 2017 are as follows:

 

   Carrying
Amount
   Fair Value Measurements at
June 30, 2018 Using:
 
   Level 1   Level 2   Level 3   Total 

Financial assets

          

Cash and cash equivalents

  $185,184   $185,184   $—    $—    $185,184 

Certificates of deposit held at other financial institutions

   3,354    —      3,354    —      3,354 

Securities available for sale

   1,148,679    —      1,148,679    —      1,148,679 

Securities held to maturity

   209,239    —      206,408    —      206,408 

Loans held for sale

   16,769    —      16,769    —      16,769 

Net loans

   2,449,752    —      —      2,421,662    2,421,662 

Restricted equity securities

   20,533    n/a    n/a    n/a    n/a 

Servicing rights, net

   3,536    —      —      5,127    5,127 

Mortgage banking derivative assets

   393    —      393    —      393 

Accrued interest receivable

   13,490    13    6,477    7,000    13,490 

Financial liabilities

          

Deposits

  $3,398,025   $1,854,909   $1,439,128   $—    $3,294,037 

Federal funds purchased and repurchase agreements

   345    —      345    —      345 

Federal Home Loan Bank advances

   351,500    —      349,215    —      349,215 

Subordinated notes, net

   58,604    —      —      61,204    61,204 

Mortgage banking derivative liabilities

   83    —      83    —      83 

Accrued interest payable

   3,927    95    687    3,145    3,927 

 

   Carrying
Amount
   Fair Value Measurements at
December 31, 2017 Using:
 
   Level 1   Level 2   Level 3   Total 

Financial assets

          

Cash and cash equivalents

  $251,543   $251,543   $—    $—    $251,543 

Certificates of deposit held at other financial institutions

   2,855    —      2,855    —      2,855 

Securities available for sale

   999,881    —      999,881    —      999,881 

Securities held to maturity

   214,856    —      217,608    —      217,608 

Loans held for sale

   12,024    —      12,024    —      12,024 

Net loans

   2,235,361    —      —      2,230,607    2,230,607 

Restricted equity securities

   18,492    n/a    n/a    n/a    n/a 

Servicing rights, net

   3,620    —      —      5,089    5,089 

Mortgage banking derivative assets

   175    —      175    —      175 

Accrued interest receivable

   11,947    73    5,724    6,150    11,947 

Financial liabilities

          

Deposits

  $3,167,228   $1,911,928   $1,224,041   $—    $3,135,969 

Federal funds purchased and repurchase agreements

   31,004    —      31,004    —      31,004 

Federal Home Loan Bank advances

   272,000    —      270,311    —      270,311 

Subordinated notes, net

   58,515    —      —      59,951    59,951 

Mortgage banking derivative liabilities

   35    —      35    —      35 

Accrued interest payable

   2,769    51    2,030    688    2,769 

 

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The methods and assumptions not previously described used to estimate fair values are described as follows:

(a) Cash and Cash Equivalents:The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.

(b) Loans:Fair values of loans, excluding loans held for sale, are estimated as follows: In accordance with ASU 2016-01, the fair value of loans held for investment, excluding previously presented impaired loans measured at fair value on a non-recurring basis, is estimated using a cash flow projection methodology that relies on three primary assumptions: (1) the expected prepayment rate of loans; (2) the magnitude of future net losses based on expected default rate and severity of loss; and (3) the discount rate applicable to the expected cash flows of the loan portfolio. Loans are considered a Level 3 classification.

(c) Restricted Equity Securities: It is not practical to determine the fair value of Federal Home Loan Bank or Federal Reserve Bank stock due to restrictions placed on its transferability.

(d) Mortgage Servicing Rights: Fair value of mortgage servicing rights is based on valuation models that calculate the present value of estimated net cash flows based on industry market data. The valuation model incorporates assumptions that market participants would use in estimating future net cash flows resulting in a Level 3 classification.

(e) Deposits: The fair values disclosed for demand deposits (e.g., interest andnon-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) resulting in a Level 1 classification. The carrying amounts of fixed-term money market accounts approximate their fair values at the reporting date resulting in a Level 1 classification. Fair values for certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

(f) Federal Funds Purchased and Repurchase Agreements:The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings, generally maturing within ninety days, approximate their fair values resulting in a Level 2 classification.

(g) Federal Home Loan Bank Advances: The fair values of the Company’s long-term borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.

(h) Subordinated Notes: The fair values of the Company’s subordinated notes are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 3 classification.

(i) Accrued Interest Receivable/Payable: The carrying amounts of accrued interest approximate fair value resulting in a Level 1, Level 2 or Level 3 classification based on the asset/liability with which they are associated.

(j)Off-balance Sheet Instruments: Fair values foroff-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.

 

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NOTE 10—EARNINGS PER SHARE

Thetwo-class method is used in the calculation of basic and diluted earnings per share. Under thetwo-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The factors used in the earnings per share computation follow:

 

   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
   2018   2017   2018   2017 

Basic

        

Net income available to common shareholders

  $10,161   $8,866   $20,213   $16,800 

Less: earnings allocated to participating securities

   (118   (76   (192   (140
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income allocated to common shareholders

  $10,043   $8,790   $20,021   $16,660 
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding including participating securities

   14,383,493    13,118,201    13,819,742    13,083,797 

Less: Participating securities

   (167,381   (111,977   (130,898   (109,166
  

 

 

   

 

 

   

 

 

   

 

 

 

Average shares

   14,216,112    13,006,224    13,688,844    12,974,631 
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per common share

  $0.71   $0.68   $1.46   $1.28 
  

 

 

   

 

 

   

 

 

   

 

 

 
   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
   2018   2017   2018   2017 

Diluted

        

Net income allocated to common shareholders

  $10,043   $8,790   $20,021   $16,660 

Weighted average common shares outstanding for basic earnings per common share

   14,216,112    13,006,224    13,688,844    12,974,631 

Add: Dilutive effects of assumed exercises of stock options

   597,947    695,199    557,307    701,947 

Add: Dilutive effects of assumed exercises of stock warrants

   —      339    —      3,157 
  

 

 

   

 

 

   

 

 

   

 

 

 

Average shares and dilutive potential common shares

   14,814,059    13,701,762    14,246,151    13,679,735 
  

 

 

   

 

 

   

 

 

   

 

 

 

Dilutive earnings per common share

  $0.68   $0.64   $1.41   $1.22 
  

 

 

   

 

 

   

 

 

   

 

 

 

For the three months ended June 30, 2018 and 2017, stock options for 659,291and 302,570 shares of common stock were not considered in computing diluted earnings per common share because they were antidilutive. Stock options for 535,285 and 205,285 shares of common stock were not considered in computing diluted earnings per common share for the six months ended June 30, 2018 and 2017 because they were antidilutive.

NOTE 11—SUBORDINATED DEBT ISSUANCE

The Company’s subordinated notes, net of issuance costs, totaled $58,604 and $58,515 at June 30, 2018 and at December 31, 2017, respectively. For regulatory capital purposes, the subordinated notes are treated as Tier 2 capital, subject to certain limitations, and are included in total regulatory capital when calculating the Company’s total capital to risk weighted assets ratio as indicated in Note 8 of these consolidated financial statements.

The Company completed the issuance of $60,000 in principal amount of subordinated notes in two separate offerings. In March 2016, $40,000 of 6.875%fixed-to-floating rate subordinated notes (the “March 2016 Subordinated Notes”) were issued in a public offering to accredited institutional investors, and in June 2016, $20,000 of 7.00%fixed-to-floating rate subordinated notes (the “June 2016 Subordinated Notes”) were issued to certain accredited institutional investors in a private offering. The subordinated notes are

 

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unsecured and will rank at least equally with all of the Company’s other unsecured subordinated indebtedness and will be effectively subordinated to all of our secured debt to the extent of the value of the collateral securing such debt. The subordinated notes will be subordinated in right of payment to all of our existing and future senior indebtedness, and will rank structurally junior to all existing and future liabilities of our subsidiaries including, in the case of the Company’s bank subsidiary, its depositors, and any preferred equity holders of our subsidiaries. The holders of the subordinated notes may be fully subordinated to interests held by the U.S. government in the event that we enter into a receivership, insolvency, liquidation, or similar proceeding.

The issuance costs related to the March 2016 Subordinated Notes amounted to $1,382 and are being amortized as interest expense over theten-year term of the March 2016 Subordinated Notes. The issuance costs related to the June 2016 Subordinated Notes were $404 and are being amortized as interest expense over theten-year term of the June 2016 Subordinated Notes. For the three months ended June 30, 2018 and 2017, amortization of issuance costs has amounted to $45 and $45, respectively. For the six months ended June 30, 2018 and 2017, amortization of issuance costs has amounted to $89 and $89, respectively.

The following table summarizes the terms of each subordinated note offering:

 

   March 2016
Subordinated
Notes
 June 2016
Subordinated
Notes

Principal amount issued

  $40,000 $20,000

Maturity date

  March 30, 2026 July 1, 2026

Initial fixed interest rate

  6.875% 7.00%

Initial interest rate period

  5 years 5 years

First interest rate change date

  March 30, 2021 July 1, 2021

Interest payment frequency through year five*

  Semiannually Semiannually

Interest payment frequency after five years*

  Quarterly Quarterly

Interest repricing index and margin

  3-month LIBOR

plus 5.636%

 3-month LIBOR

plus 6.04%

Repricing frequency after five years

  Quarterly Quarterly

 

*

The Company currently may not make interest payments on either series of subordinated notes without prior written approval from its primary regulatory agencies. Through June 30, 2018 all interest payments have been made in accordance with the terms of the agreements.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to assist in the understanding and assessment of significant changes and trends related to the Company’s results of operations and financial condition. This discussion and analysis should be read in conjunction with the accompanying unaudited financial statements, the audited financial statements and accompanying notes included in the Company’s Annual Report on Form10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2018, which includes additional information about critical accounting policies and practices and risk factors. Historical results and trends that might appear in the consolidated financial statements should not be interpreted as being indicative of future operations. All amounts are in thousands, except per share data or unless otherwise indicated.

Company Overview

We are a financial holding company headquartered in Franklin, Tennessee. Through our wholly-owned bank subsidiary, Franklin Synergy Bank, a Tennessee-chartered commercial bank and a member of the Federal Reserve System, we provide a full range of banking and related financial services with a focus on service to small businesses, corporate entities, local governments and individuals. We operate through 14 branches and one loan production office in the demographically attractive and growing Williamson, Rutherford and Davidson Counties within the Nashville metropolitan area. As used in this report, unless the context otherwise indicates, any reference to “Franklin Financial,” “our company,” “the Company,” “us,” “we” and “our” refers to Franklin Financial Network, Inc. together with its consolidated subsidiaries (including Franklin Synergy), any reference to “FFN” refers to Franklin Financial Network, Inc. only and any reference to “Franklin Synergy” or the “Bank” refers to our banking subsidiary, Franklin Synergy Bank.

As of April 1, 2018, Civic Bank & Trust (“Civic”), which was located in Nashville, Tennessee, merged with and into Franklin Synergy with Franklin Synergy continuing as the surviving company. Under the terms of the acquisition, Civic’s common shareholders received 0.3686 of a share of the Company’s common stock in exchange for each share of Civic common stock. With the completion of the acquisition of Civic, the Company added its first full service branch office in Nashville, Tennessee located in the very vibrant Davidson County market. The results of Civic’s operations are included in the Company’s results for the first time in this Form10-Q. Effective with the acquisition, Dr. Anil Patel, who was the chairman of the Civic board of directors, was added to the Company’s board of directors.

Critical Accounting Policies

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.

The Company’s accounting policies are integral to understanding the results reported. Accounting policies are described in detail in Note 1 of the notes to the consolidated financial statements in the Company’s Annual Report on Form10-K that was filed with the SEC on March 16, 2018. The critical accounting policies require judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. Management has established policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief summary of the more significant policies.

Allowance for Loan Losses

The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes a loan balance has become uncollectible. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors.

Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired.

 

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Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on acase-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

All loans classified by management as substandard or worse are individually evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral.

Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

The general component coversnon-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on a combination of the Bank’s loss history and loss history from the Bank’s peer group over the past three years. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment. These economic factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations.

COMPARISON OF RESULTS OF OPERATIONS FOR

THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(Dollar Amounts in Thousands)

Overview

The Company reported net income of $10,169 and $20,221 for the three and six months ended June 30, 2018, respectively, compared to $8,874 and $16,608 for the three and six months ended June 30, 2017, respectively. After earnings attributable to noncontrolling interest, the Company’s net earnings available to common shareholders for the three and six months ended June 30, 2018 was $10,161 and $20,213, respectively, compared to $8,866 and $16,800 for the three and six months ended June 30, 2017, respectively. The increase in net earnings available to common shareholders for the three and six months ended June 30, 2018 was attributable to the increase in net interest income and the decrease in income tax expense related to the Tax Cuts and Jobs Act (the “Tax Act”) that was passed in December 2017.

Net Interest Income/Margin

Net interest income consists of interest income generated by earning assets less interest expense paid on interest-bearing liabilities and is the most significant component of our revenues. Net interest income for the three and six months ended June 30, 2018, totaled $26,905 and $52,021, respectively, compared to $24,469 and $48,112 for the same periods in 2017, an increase of $2,436 and $3,909, or 10.0% and 8.1%, between the respective periods. For the three and six months ended June 30, 2018, interest income increased $9,125 and $16,631, or 27.6% and 26.2%, respectively, compared with the same periods in 2017, due to growth in both the loan and investment securities portfolios. For the three and six months ended June 30, 2018, interest expense increased $6,689 and $12,722, or 78.3% and 82.4%, respectively, primarily due to increases in interest-bearing deposits combined with an increase in interest rates for deposits, Federal Home Loan Bank (“FHLB”) advances, federal funds purchased and other borrowings.

Interest-earning assets averaged $4,046,709 and $3,375,905 during the three months ended June 30, 2018 and 2017, respectively, an increase of $670,804, or 19.9%. This increase was due to growth in all types of interest-earning assets, but the largest growth occurred in loans and investment securities. Average loans increased 22.7%, and available for sale securities increased 15.0%, when comparing the three months ended June 30, 2018 with the same period in 2017.

When comparing the three months ended June 30, 2018 and 2017, the yield on average interest earning assets, adjusted for tax equivalent yield, increased 16 basis points in 2018 to 4.25% compared to 4.09% for the same period during 2017. For the three months ended June 30, 2018, the tax equivalent yield on available for sale securities was 2.53%, and for the three months ended June 30, 2017, the tax equivalent yield on available for sale securities was 2.68%. For the three months ended June 30, 2018, the tax equivalent yield on held to maturity securities was 3.74%, and for the three months ended June 30, 2017, the tax equivalent yield on held to maturity securities was 4.24%. The primary driver for the yield decreases in both available for sale securities and held to maturity securities was the decrease in volume oftax-exempt securities that have been purchased combined with the reduction of the effective tax rate.

 

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Interest-bearing liabilities averaged $3,518,299 during the three months ended June 30, 2018, compared to $2,909,508 for the same period in 2017, an increase of $608,791, or 20.9%. Total average interest-bearing deposits grew $543,441, or 21.2%, including increases in average interest checking of $219,332 and average time deposits of $168,571 for the three-month period ended June 30, 2018, as compared to the same period during 2017. The growth in the loan portfolio also resulted in an increase in average FHLB advances of $89,912.

For the three-month periods ended June 30, 2018 and 2017, the cost of average interest-bearing liabilities increased 56 basis points to 1.74% from 1.18%. The increase was due to rate increases in the cost of funds for interest-bearing deposits, FHLB advances and federal funds purchased.

Interest-earning assets averaged $3,957,827 and $3,280,739 during the six months ended June 30, 2018 and 2017, respectively, an increase of $677,088, or 20.6%. This increase was due to growth in both the loan portfolio and the securities portfolio over the past year. Average loans increased 23.1%, and investment securities increased 8.6%, when comparing the six months ended June 30, 2018 with the same period in 2017. When comparing the six months ended June 30, 2018 and 2017, the yield on average interest earning assets, adjusted for tax equivalent yield increased 8 basis points to 4.16% in 2018 compared to 4.08% for the same period during 2017.

For the six months ended June 30, 2018 and 2017, the tax equivalent yield on loans was 5.17% and 4.92% respectively. The primary driver for the increase in yields on loans for thesix-month period ended June 30, 2018 was the increase in interest rates during the past year.

For the six months ended June 30, 2018, the tax equivalent yield on available for sale securities was 2.52%, and for the six months ended June 30, 2017, the tax equivalent yield on available for sale securities was 2.69%. For the six months ended June 30, 2018, the tax equivalent yield on held to maturity securities was 3.78%, and for the six months ended June 30, 2017, the tax equivalent yield on held to maturity securities was 4.22%. The primary driver for the yield decreases in both available for sale securities and held to maturity securities was the decrease in volume oftax-exempt securities that have been purchased combined with the reduction of the effective tax rate.

Interest-bearing liabilities averaged $3,444,835 during the six months ended June 30, 2018, compared to $2,830,471 for the same period in 2017, an increase of $614,364, or 21.7%. Total average interest-bearing deposits grew $537,918, including increases in interest-bearing checking of $217,818 and average time deposits of $179,986 for thesix-month period ended June 30, 2018, as compared to the same period during 2017. Rapid growth in the loan portfolio also resulted in an increase in average FHLB advances of $94,983.

For thesix-month periods ended June 30, 2018 and 2017, the cost of average interest-bearing liabilities increased 55 basis points from 1.10% to 1.65%. The increase was due to increases in the cost of funds from interest-bearing deposits, FHLB advances, federal funds purchased and repurchase agreements.

 

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The tables below summarize average balances, annualized yields and rates, cost of funds, and the analysis of changes in interest income and interest expense for the three and six months ended June 30, 2018 and 2017:

Average Balances—Yields & Rates (7)

(Dollars are in thousands)

 

   Three Months Ended June 30, 
   2018  2017 
   Average
Balance
  Interest
Inc / Exp
   Average
Yield /
Rate
  Average
Balance
  Interest
Inc / Exp
   Average
Yield /
Rate
 

ASSETS:

         

Loans(1)(6)

  $2,462,120  $32,339    5.27 $2,006,536  $24,685    4.93

Securities available for sale(6)

   1,198,583   7,548    2.53  1,041,892   6,969    2.68

Securities held to maturity(6)

   211,535   1,970    3.74  224,628   2,374    4.24

Restricted equity securities

   20,619   329    6.40  16,360   213    5.22

Certificates of deposit at other financial institutions

   3,459   19    2.20  2,296   8    1.40

Federal funds sold and other(2)

   150,393   642    1.71  84,193   216    1.03
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

TOTAL INTEREST EARNING ASSETS

  $4,046,709  $42,847    4.25 $3,375,905  $34,465    4.09

Allowance for loan losses

   (21,994     (18,475   

All other assets

   144,738      98,237    
  

 

 

     

 

 

    

TOTAL ASSETS

  $4,169,453     $3,455,667    

LIABILITIES & EQUITY

         

Deposits:

         

Interest checking

  $861,235  $3,329    1.55 $641,903  $1,239    0.77

Money market

   772,032   3,048    1.58  608,119   1,481    0.98

Savings

   47,807   38    0.32  56,182   43    0.31

Time deposits

   1,417,141   6,189    1.75  1,248,570   3,798    1.22

Federal Home Loan Bank advances

   330,758   1,414    1.71  240,846   752    1.25

Federal funds purchased and other(3)

   30,750   131    1.71  55,491   147    1.06

Subordinated notes and other borrowings

   58,576   1,082    7.41  58,397   1,082    7.43
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

TOTAL INTEREST BEARING LIABILITIES

  $3,518,299  $15,231    1.74 $2,909,508  $8,542    1.18

Demand deposits

   298,125      248,069    

Other liabilities

   12,854      12,431    

Total equity

   340,175      285,659    
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

  $4,169,453     $3,455,667    

NET INTEREST SPREAD(4)

      2.51     2.91

NET INTEREST INCOME

   $27,616     $25,923   

NET INTEREST MARGIN(5)

      2.74     3.08

 

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Table of Contents
   Six Months Ended June 30, 
   2018  2017 
   Average
Balance
  Interest
Inc / Exp
   Average
Yield /
Rate
  Average
Balance
  Interest
Inc / Exp
   Average
Yield /
Rate
 

ASSETS:

         

Loans(1)(6)

  $2,385,436  $61,144    5.17 $1,937,988  $47,268    4.92

Securities available for sale(6)

   1,137,124   14,231    2.52  1,016,924   13,553    2.69

Securities held to maturity(6)

   212,867   3,991    3.78  226,137   4,730    4.22

Restricted equity securities

   19,644   603    6.19  15,035   394    5.28

Certificates of deposit at other financial institutions

   3,138   31    1.99  2,059   15    1.47

Federal funds sold and other(2)

   199,918   1,584    1.60  82,596   372    0.91
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

TOTAL INTEREST EARNING ASSETS

  $3,957,827  $81,584    4.16 $3,280,739  $66,332    4.08

Allowance for loan losses

   (21,840     (17,822   

All other assets

   135,177      97,166    
  

 

 

     

 

 

    

TOTAL ASSETS

  $4,071,164     $3,360,083    

LIABILITIES & EQUITY

         

Deposits:

         

Interest checking

  $889,625  $6,495    1.47 $671,777  $2,301    0.69

Money market

   757,698   5,648    1.50  610,832   2,709    0.89

Savings

   49,117   76    0.31  55,899   85    0.31

Time deposits

   1,344,752   11,028    1.65  1,164,766   6,712    1.16

Federal Home Loan Bank advances

   313,806   2,524    1.62  218,823   1,260    1.16

Federal funds purchased and other(3)

   31,283   227    1.46  49,999   217    0.88

Subordinated notes and other borrowings

   58,554   2,164    7.45  58,375   2,156    7.45
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

 

TOTAL INTEREST BEARING LIABILITIES

  $3,444,835  $28,162    1.65 $2,830,471  $15,440    1.10

Demand deposits

   292,553      239,330    

Other liabilities

   13,657      11,060    

Total equity

   320,119      279,222    
  

 

 

     

 

 

    

TOTAL LIABILITIES AND EQUITY

  $4,071,164     $3,360,083    

NET INTEREST SPREAD(4)

      2.51     2.98

NET INTEREST INCOME

   $53,422     $50,892   

NET INTEREST MARGIN(5)

      2.72     3.13

 

(1) 

Loan balances include both loans held in the Bank’s portfolio and mortgage loans held for sale and are net of deferred origination fees and costs.Non-accrual loans are included in total loan balances.

(2) 

Includes federal funds sold, capital stock in the Federal Reserve Bank and Federal Home Loan Bank, and interest-bearing deposits at the Federal Reserve Bank and the Federal Home Loan Bank.

(3) 

Includes repurchase agreements.

(4) 

Represents the average rate earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

(5) 

Represents net interest income (annualized) divided by total average earning assets.

(6) 

Interest income and rates include the effects oftax-equivalent adjustments to adjusttax-exempt interest income ontax-exempt loans and investment securities to a fully taxable basis.

(7) 

Average balances are average daily balances.

 

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Table of Contents

Analysis of Changes in Interest Income and Expenses

 

   Net change three months ended
June 30, 2018 versus June 30, 2017
 
   Volume   Rate   Net Change 

INTEREST INCOME

      

Loans

  $5,567   $2,087   $7,654 

Securities available for sale

   1,027    (448   579 

Securities held to maturity

   (140   (264   (404

Restricted equity securities

   55    61    116 

Certificates of deposit at other financial institutions

   4    7    11 

Federal funds sold and other

   171    255    426 
  

 

 

   

 

 

   

 

 

 

TOTAL INTEREST INCOME

  $6,684   $1,698   $8,382 
  

 

 

   

 

 

   

 

 

 

INTEREST EXPENSE

      

Deposits

      

Interest checking

  $415   $1,675   $2,090 

Money market accounts

   412    1,155    1,567 

Savings

   (6   1    (5

Time deposits

   518    1,873    2,391 

Federal Home Loan Bank advances

   283    379    662 

Fed funds purchased and other borrowed funds

   (66   50    (16

Subordinated Notes and other borrowings

   3    (3   —   
  

 

 

   

 

 

   

 

 

 

TOTAL INTEREST EXPENSE

  $1,559   $5,130    6,689 
  

 

 

   

 

 

   

 

 

 

NET INTEREST INCOME

  $5,125   $(3,432  $1,693 
  

 

 

   

 

 

   

 

 

 
   Net change six months ended
June 30, 2018 versus June 30, 2017
 
   Volume   Rate   Net Change 

INTEREST INCOME

      

Loans

  $10,919   $2,957   $13,876 

Securities available for sale

   1,637    (959   678 

Securities held to maturity

   (275   (464   (739

Restricted equity securities

   120    89    209 

Certificates of deposit at other financial institutions

   8    8    16 

Federal funds sold and other

   528    684    1,212 
  

 

 

   

 

 

   

 

 

 

TOTAL INTEREST INCOME

  $12,937   $2,315   $15,252 
  

 

 

   

 

 

   

 

 

 

INTEREST EXPENSE

      

Deposits

      

Interest checking

  $753   $3,441   $4,194 

Money market accounts

   645    2,294    2,939 

Savings

   (9   —      (9

Time deposits

   1,048    3,268    4,316 

Federal Home Loan Bank advances

   548    716    1,264 

Fed funds purchased and other borrowed funds

   (82   92    10 

Subordinated notes and other borrowings

   8    —      8 
  

 

 

   

 

 

   

 

 

 

TOTAL INTEREST EXPENSE

  $2,911   $9,811   $12,722 
  

 

 

   

 

 

   

 

 

 

NET INTEREST INCOME

  $10,026   $(7,496  $2,530 
  

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Provision for Loan Losses

The provision for loan losses represents a charge to earnings necessary to establish an allowance for loan losses that, in management’s evaluation, should be adequate to provide coverage for probable losses incurred in the loan portfolio. The allowance is increased by the provision for loan losses and is decreased by charge-offs, net of recoveries on prior loan charge-offs.

The provision for loan losses was $570 and $573 for the three months ended June 30, 2018 and 2017, respectively, and $1,143 and $2,428 for the six months ended June 30, 2018 and 2017, respectively. The lower provision for the three and six months ended June 30, 2018 compared to the same periods in 2017 is based on the Company’s analysis of its allowance for loan losses which, based on the loan portfolio’s risk profile and comparatively less loan growth, required less provision be recorded. Nonperforming loans at June 30, 2018 totaled $3,437 compared to $3,042 at December 31, 2017, representing 0.1% of total loans for both of these periods.

Non-Interest Income

Non-interest income for the three and six months ended June 30, 2018 was $4,147 and $7,603, respectively, compared to $3,880 and $7,888 for the same periods in 2017, respectively. The following is a summary of the components ofnon-interest income (in thousands):

 

   Three Months Ended
June 30,
   $
Increase
(Decrease)
   %
Increase
(Decrease)
 
   2018   2017 

Service charges on deposit accounts

  $51   $45   $6    13.3

Other service charges and fees

   823    758    65    8.6

Net gains on sale of loans

   1,941    2,067    (126   (6.1%) 

Wealth management

   789    648    141    21.8

Loan servicing fees, net

   103    53    50    94.3

Gain on sales of investment securities, net

   1    120    (119   (99.2%) 

Net gain on foreclosed assets

   3    3    —      —  

Other

   436    186    250    134.4
  

 

 

   

 

 

   

 

 

   

Totalnon-interest income

  $4,147   $3,880   $267    6.9
  

 

 

   

 

 

   

 

 

   
   Six Months Ended
June 30,
   $
Increase
(Decrease)
   %
Increase
(Decrease)
 
   2018   2017 

Service charges on deposit accounts

  $93   $75   $18    24.0

Other service charges and fees

   1,574    1,510    64    4.2

Net gains on sale of loans

   3,380    4,401    (1,021   23.2

Wealth management

   1,493    1,241    252    20.3

Loan servicing fees, net

   222    160    62    38.8

Gain on sales of investment securities, net

   1    120    (119   (99.2%) 

Net gain on foreclosed assets

   6    6    —      —  

Other

   834    375    459    122.4
  

 

 

   

 

 

   

 

 

   

Totalnon-interest income

  $7,603   $7,888   $(285   3.6
  

 

 

   

 

 

   

 

 

   

Net gain on sale of loans decreased $126 and $1,021 for the three and six months ended June 30, 2018, respectively, when compared to the three and six months ended June 30, 2017. The decrease was due to the volume of mortgage loans originated, the sales related to those loans, and less favorable market rates in 2018, which resulted in less favorable fair value adjustments on mortgage derivatives.

Wealth management income for the three and six months ended June 30, 2018 increased $141 and $252, or 21.8% and 20.3%, respectively, in comparison with the same periods in 2017. The increase was attributed to the growth in the client base and assets under management in the wealth management division, as well as improvement in the stock markets. As a comparison, the Company had assets under management at June 30, 2018 and 2017 of $384,391 and $343,757, respectively.

Net gain on sale of investment securities decreased $119, or 99.2%, for both the three and six months ended June 30, 2018 when comparing with the same periods in 2017. The decreases were primarily due to the gains on securities that were recognized in the second quarter of 2017.

 

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Table of Contents

Othernon-interest income increased by $250 and $459, or 134.4% and 122.4%, respectively, when comparing the three and six months ended June 30, 2018 with the same periods 2017. The increase for the three and six months ended June 30, 2018 is primarily attributed to the increase in bank-owned life insurance (“BOLI”) income of $241 and $452, respectively.

Non-Interest Expense

Non-interest expense for the three and six months ended June 30, 2018 was $18,050 and $33,538, respectively, compared to $15,283 and $29,559 for the same periods in 2017, respectively. The increases were the result of the following components listed in the table below (in thousands):

 

   Three Months Ended
June 30,
   $
Increase
(Decrease)
   %
Increase
(Decrease)
 
   2018   2017 

Salaries and employee benefits

  $10,268   $9,128   $1,140    12.5

Occupancy and equipment

   2,885    2,195    690    31.4

FDIC assessment expense

   778    1,015    (237   (23.3%) 

Marketing

   269    285    (16   (5.6%) 

Professional fees

   1,362    702    660    94.0

Amortization of core deposit intangible

   182    121    61    50.4

Other

   2,306    1,837    469    25.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Totalnon-interest expense

  $18,050   $15,283   $2,767    18.1
  

 

 

   

 

 

   

 

 

   

 

 

 
   Six Months Ended
June 30,
   $
Increase
(Decrease)
   %
Increase
(Decrease)
 
   2018   2017 

Salaries and employee benefits

  $19,456   $17,161   $2,295    13.4

Occupancy and equipment

   5,479    4,290    1,189    27.7

FDIC assessment expense

   1,438    1,775    (337   (19.0%) 

Marketing

   549    552    (3   (0.1%) 

Professional fees

   2,231    1,737    494    28.4

Amortization of core deposit intangible

   286    248    38    15.3

Other

   4,099    3,796    303    8.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Totalnon-interest expense

  $33,538   $29,559   $3,979    13.5
  

 

 

   

 

 

   

 

 

��  

 

 

 

The increase innon-interest expense noted in the table above is related to the Company’s overall growth. The Company’s largest increases for the three and six months ended June 30, 2018, in comparison with the same periods of 2017, were in salaries and employee benefits, occupancy and equipment, FDIC assessment expense, and othernon-interest expense.

Salaries and employee benefits increased $1,140 and $2,295, or 12.5% and 13.4%, respectively, when comparing the three and six months ended June 30, 2018 with the same periods in 2017. The increases in both periods are primarily due to the Company’s staffing growth, during which the Company went from 274 full-time equivalent employees as of June 30, 2017, to 326 as of June 30, 2018, many of which were officer level positions as the Company has worked to enhance its management team to properly oversee the Company’s growth. Stock-based compensation expense also increased $530 and $842, respectively, for the three and six months ended June 30, 2018 in comparison with the same periods in 2017.

 

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Table of Contents

Occupancy and equipment expense increased $690 and $1,189, or 31.4% and 27.7%, respectively, when comparing the three and six months ended June 30, 2018 with the same periods in 2017. The variance for the three months ended June 30, 2018 versus the three months ended June 30, 2017 is primarily attributable to increases in building rent expense ($262) and software maintenance fees ($219). The variance when comparing the six months ended June 30, 2018 with the six months ended June 30, 2017 is attributable to increases in building rent expense ($499), software maintenance fees ($345) and other furniture, fixture & equipment expense ($124).

The Company’s FDIC assessment expense decreased $237 and $337, or 23.3% and 19.0%, respectively, when comparing the three and six months ended June 30, 2018 with the same periods in 2017. The decreases are due to improvements in regulatory standing.

Professional fees increased $660 and $494, or 94.0% and 28.4%, respectively, when comparing the three and six months ended June 30, 2018 with the same periods in 2017. The increase when comparing the three months ended June 30, 2018 with the same period in 2017 is due to increases in other professional fees ($256) and merger-related expenses ($350). The increase, when comparing the six months ended June 30, 2018 and 2017, is due to increases in merger-related expenses ($371), legal fees ($40) and accounting and auditing fees ($58).

For the three and six months ended June 30, 2018, othernon-interest expenses increased $469 and $303, or 25.5% and 8.0%, respectively, when compared to the three and six months ended June 30, 2017. The increase in othernon-interest expense for the six months ended June 30, 2018 versus June 30, 2017 is attributed to increases in several types of expenses, but the following expense types represent the largest variances: insurance expense ($120); regulatory expenses ($104) and telephone expense ($27).

Income Tax Expense

The Company recognized income tax expense for the three and six months ended June 30, 2018, of $2,263 and $4,722, respectively, compared to $3,619 and $7,205, respectively, for the three and six months ended June 30, 2017. The Company’syear-to-date income tax expense for the period ended June 30, 2018 reflects an effective income tax rate of 18.9%, which is a significant decrease compared to 30.0% for the same period in 2017 resulting from tax reform legislation that became effective January 1, 2018.

COMPARISON OF BALANCE SHEETS AT JUNE 30, 2018 AND DECEMBER 31, 2017

Overview

The Company’s total assets increased by $321,712, or 8.4%, from December 31, 2017 to June 30, 2018. The increase in total assets has primarily been the result of organic growth in the loan portfolio and from purchases of additional investment securities and the Civic acquisition, which closed on April 1, 2018.

Loans

Lending-related income is the most important component of the Company’s net interest income and is a major contributor to profitability. The loan portfolio is the largest component of earning assets, and therefore generates the largest portion of revenues. For purposes of the discussion in this section, the term “loans” refers to loans, excluding loans held for sale, unless otherwise noted.

The absolute volume of loans and the volume of loans as a percentage of earning assets is an important determinant of net interest margin as loans are expected to produce higher yields than securities and other earning assets. Total loans, net of deferred fees, at June 30, 2018 and December 31, 2017 were $2,472,093 and $2,256,608, respectively, an increase of $215,485, or 9.6%. As a percentage of total assets, total loans, net of deferred fees, at June 30, 2018 and December 31, 2017 were 59.4% and 58.7% of total assets, respectively. Growth in the loan portfolio is primarily due to increased market penetration and a healthy local economy. The Company has also attracted a number of experienced commercial and mortgage lenders to help increase penetration in its primary markets in Middle Tennessee, Williamson County and Rutherford County.

 

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The table below provides a summary of the loan portfolio composition for the periods noted.

 

   June 30, 2018  December 31, 2017 

Types of Loans

  Amount   % of Total
Loans
  Amount   % of Total
Loans
 

Total loans, excluding purchased credit impaired (“PCI”) loans

       

Real estate:

       

Construction and land development

  $562,696    22.7 $494,818    21.9

Commercial

   762,577    30.8  678,238    30.0

Residential

   648,249    26.2  577,335    25.6

Commercial and industrial

   491,567    19.9  502,006    22.2

Consumer and other

   6,800    0.3  3,781    0.2
  

 

 

   

 

 

  

 

 

   

 

 

 

Total loans—gross, excluding PCI loans

   2,471,889    99.9  2,256,178    99.9
  

 

 

   

 

 

  

 

 

   

 

 

 

Total PCI loans

   2,413    0.1  2,393    0.1
  

 

 

   

 

 

  

 

 

   

 

 

 

Total gross loans

   2,474,302    100.0  2,258,571    100.0
    

 

 

    

 

 

 

Less: deferred loan fees, net

   (2,209    (1,963  

Allowance for loan losses

   (22,341    (21,247  
  

 

 

    

 

 

   

Total loans, net allowance for loan losses

  $2,449,752    $2,235,361   
  

 

 

    

 

 

   

The discussion in the following paragraphs includes the PCI loans in the breakdown of the various categories of loans.

Total gross loans increased 9.6% during the first six months of 2018, due to organic growth as a result of continued market penetration and the strength of the local economies, and also due to the Civic acquisition. During this period, the Company experienced growth in real estate loans of 12.7% with growth occurring in the residential real estate (12.3%), commercial real estate (12.4%) and construction and land development (13.7%) segments. The Company also experienced a slight decrease of 2.1% in the commercial and industrial segment during the first six months of 2018.

Real estate loans, including $449 of PCI loans, comprised 79.8% of the loan portfolio at June 30, 2018. The largest portion of the real estate segments as of June 30, 2018, was commercial real estate loans, which totaled 38.7% of real estate loans. Commercial real estate loans totaled $762,940 at June 30, 2018, and comprised 30.8% of the total loan portfolio. The commercial real estate loan classification primarily includes commercial-based mortgage loans that are secured by nonfarm, nonresidential real estate properties and multi-family residential properties.

Construction and land development loans totaled $562,696 at June 30, 2018, and comprised 28.5% of total real estate loans and 22.7% of the total loan portfolio. Loans in this classification provide financing for the construction and development of residential properties and commercial income properties, multi-family residential development, and land designated for future development.

The residential real estate classification primarily includes1-4 family residential loans which are typically conventional first-lien home mortgages, not including loansheld-for-sale in the secondary market, and it also includes home equity lines of credit and other junior lien mortgage loans. Residential real estate loans totaled $648,335 and comprised 32.8% of real estate loans and 26.2% of total loans at June 30, 2018.

Commercial and industrial loans totaled $493,531 at June 30, 2018 which includes $1,964 of PCI loans. Loans in this classification comprised 19.9% of total loans at June 30, 2018. The commercial and industrial classification consists of commercial loans tosmall-to-medium sized businesses, shared national credits, and commercial healthcare loans.

 

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The repayment of loans is a source of additional liquidity for the Company. The following table sets forth the loans maturing within specific intervals at June 30, 2018, excluding unearned net fees and costs.

Loan Maturity Schedule

 

   June 30, 2018 
   One year
or less
   Over one
year to five
years
   Over five
years
   Total 

Real estate:

        

Construction and land development

  $338,267   $139,675   $84,754   $562,696 

Commercial

   44,550    215,461    502,929    762,940 

Residential

   44,396    138,878    465,061    648,335 

Commercial and industrial

   74,737    336,853    81,941    493,531 

Consumer and other

   2,334    3,951    515    6,800 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $504,284   $834,818   $1,135,200   $2,474,302 
  

 

 

   

 

 

   

 

 

   

 

 

 

Fixed interest rate

  $144,116   $331,409   $364,250   $839,775 

Variable interest rate

   360,168    503,409    770,950    1,634,527 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $504,284   $834,818   $1,135,200   $2,474,302 
  

 

 

   

 

 

   

 

 

   

 

 

 

The information presented in the above table is based upon the contractual maturities of the individual loans, including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms upon their maturity. Consequently, management believes this treatment presents fairly the maturity structure of the loan portfolio.

Allowance for Loan Losses

The Company maintains an allowance for loan losses that management believes is adequate to absorb the probable incurred losses inherent in the Company’s loan portfolio. The allowance is increased by provisions for loan losses charged to earnings and is decreased by loan charge-offs net of recoveries of prior period loan charge-offs. The level of the allowance is determined on a quarterly basis, although management is engaged in monitoring the adequacy of the allowance on a more frequent basis. In estimating the allowance balance, the following factors are considered:

 

  

past loan experience;

 

  

the nature and volume of the portfolio;

 

  

risks known about specific borrowers;

 

  

underlying estimated values of collateral securing loans;

 

  

current and anticipated economic conditions; and

 

  

other factors which may affect the allowance for probable incurred losses.

The allowance for loan losses consists of two primary components: (1) a specific component which relates to loans that are individually classified as impaired and (2) a general component which coversnon-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on a combination of the Company’s loss history and loss history from peer group data over the past three years. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment.

The following loan portfolio segments have been identified: (1) Construction and land development loans, (2) Commercial real estate loans, (3) Residential real estate loans, (4) Commercial and industrial loans, and (5) Consumer and other loans. Management evaluates the risks associated with these segments based upon specific characteristics associated with the loan segments. These risk characteristics include, but are not limited to, the value of the underlying collateral, adverse economic conditions, and the borrower’s cash flow. While the total allowance consists of a specific portion and a general portion, both portions of the allowance are available to provide for probable incurred loan losses in the entire portfolio.

 

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In the table below, the components, as discussed above, of the allowance for loan losses are shown at June 30, 2018 and December 31, 2017.

 

   June 30, 2018  December 31, 2017  Increase (Decrease) 
   Loan
Balance
   ALLL
Balance
   %  Loan
Balance
   ALLL
Balance
   %  Loan
Balance
  ALLL
Balance
    

Non impaired loans

  $2,335,401   $21,982    0.94 $2,201,515   $20,358    0.92 $133,886  $1,624   2 bps 

Non-PCI acquired loans (Note 1)

   133,414    343    0.26  50,522    10    0.02  82,892   333   24 bps 

Impaired loans

   3,074    16    0.52  4,141    879    21.23  (1,067  (863  -2071 bps 
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Non-PCI loans

   2,471,889    22,341    0.90  2,256,178    21,247    0.94  215,711   1,094   -4 bps

PCI loans

   2,413    —      —     2,393    —      —     20   —     —   
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Total loans

  $2,474,302   $22,341    0.90 $2,258,571   $21,247    0.94 $215,731  $1,094   -4 bps
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Note 1: Loans acquired are performing loans recorded at estimated fair value at the acquisition date. Based on the analysis performed by management as of June 30, 2018, $343 in allowance for loan loss was recorded at June 30, 2018 related to the loans acquired.

At June 30, 2018, the allowance for loan losses was $22,341, compared to $21,247 at December 31, 2017. The allowance for loan losses as a percentage of total loans was 0.90% at June 30, 2018 and 0.94% at December 31, 2017. Loan growth during the first half of 2018 is the primary reason for the increase in the allowance amount.

The table below sets forth the activity in the allowance for loan losses for the periods presented.

 

   Six Months Ended
June 30, 2018
  Six Months Ended
June 30, 2017
 

Beginning balance

  $21,247  $16,553 

Loanscharged-off:

   

Construction & land development

   38   —   

Commercial real estate

   —     —   

Residential real estate

   7   1 

Commercial & industrial

   49   300 

Consumer & other

   17   25 
  

 

 

  

 

 

 

Total loanscharged-off

   111   326 

Recoveries on loans previouslycharged-off:

   

Construction & land development

   1   —   

Commercial real estate

   —     —   

Residential real estate

   38   25 

Commercial & industrial

   10   —   

Consumer & other

   13   9 
  

 

 

  

 

 

 

Total loan recoveries

   62   34 

Net charge-offs

   (49  (292

Provision for loan losses charged to expense

   1,143   2,428 
  

 

 

  

 

 

 

Total allowance at end of period

  $22,341  $18,689 
  

 

 

  

 

 

 

Total loans, gross, at end of period(1)

  $2,474,302  $2,012,844 
  

 

 

  

 

 

 

Average gross loans(1)

  $2,376,613  $1,929,198 
  

 

 

  

 

 

 

Allowance to total loans

   0.90  0.93
  

 

 

  

 

 

 

Net charge-offs to average loans, annualized

   0.00  0.03
  

 

 

  

 

 

 

 

(1) 

Loan balances exclude loans held for sale

 

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Table of Contents

While no portion of the allowance is in any way restricted to any individual loan or group of loans, and the entire allowance is available to absorb losses from any and all loans, the following table summarizes the allocation of allowance for loan losses by loan category and loans in each category as a percentage of total loans, for the periods presented.

 

   June 30, 2018  December 31, 2017 
   Amount   % of
Allowance
to Total
  Amount   % of
Allowance
to Total
 

Real estate loans:

       

Construction and land development

  $4,613    20.6 $3,802    21.9

Commercial

   6,163    27.6  5,981    30.0

Residential

   4,533    20.3  3,834    25.6
  

 

 

   

 

 

  

 

 

   

 

 

 

Total real estate

   15,309    68.5  13,617    77.5
  

 

 

   

 

 

  

 

 

   

 

 

 

Commercial and industrial

   6,976    31.2  7,587    22.3

Consumer and other

   56    0.3  43    0.2
  

 

 

   

 

 

  

 

 

   

 

 

 
  $22,341    100.0 $21,247    100.0
  

 

 

   

 

 

  

 

 

   

 

 

 

Nonperforming Assets

Non-performing loans consist ofnon-accrual loans and loans that are past due 90 days or more and still accruing interest.Non-performing assets consist ofnon-performing loans plus OREO (i.e., real estate acquired through foreclosure or deed in lieu of foreclosure). Loans that become past due 90 days are reviewed to determine if they should be placed onnon-accrual status. Loans where, after giving consideration to economic conditions, collateral value, and collection efforts, the full collection of principal and interest is in doubt, or a portion of principal has been charged off, will be placed onnon-accrual. When a loan is placed onnon-accrual status, interest accruals cease and uncollected interest is reversed and charged against current income. The interest on these loans is accounted for on the cash-basis, or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The primary component ofnon-performing loans isnon-accrual loans, which as of June 30, 2018 totaled $2,908. The other component ofnon-performing loans are loans past due greater than 90 days and still accruing interest. Loans past due greater than 90 days are placed onnon-accrual status, unless they are both well-secured and in the process of collection. There were outstanding loans totaling $530 that were past due 90 days or more and still accruing interest at June 30, 2018.

The table below summarizesnon-performing loans and assets for the periods presented.

 

   June 30,
2018
  December 31,
2017
 

Non-accrual loans

  $2,907  $2,837 

Past due loans 90 days or more and still accruing interest

   530   205 
  

 

 

  

 

 

 

Totalnon-performing loans

   3,437   3,042 

Foreclosed assets

   1,853   1,503 
  

 

 

  

 

 

 

Totalnon-performing assets

   5,290   4,545 

Totalnon-performing loans as a percentage of total loans

   0.14  0.13

Totalnon-performing assets as a percentage of total assets

   0.13  0.12

Allowance for loan losses as a percentage ofnon-performing loans

   650  698

 

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Table of Contents

As of June 30, 2018, there were seven loans onnon-accrual status. The amount and number are further delineated by collateral category and number of loans in the table below.

 

   Total Amount   Percentage of Total
Non-Accrual Loans
  Number of
Non-Accrual
Loans
 

Construction & land development

  $—       —   

Commercial real estate

   —        —   

Residential real estate

   441    15.2  2 

Commercial & industrial

   2,466    84.8  5 

Consumer

   —        —   
  

 

 

   

 

 

  

 

 

 

Totalnon-accrual loans

  $2,907    100.0  7 
  

 

 

   

 

 

  

 

 

 

Investment Securities and Other Earning Assets

The investment securities portfolio is intended to provide the Company with adequate liquidity, flexible asset/liability management and a source of stable income. The portfolio is structured with minimal credit exposure to the Company and consists of both securities classified asavailable-for-sale and securities classified asheld-to-maturity. Allavailable-for sale securities are carried at fair value and may be used for liquidity purposes should management deem it to be in the Company’s best interest. Securitiesavailable-for-sale, consisting primarily of U.S. government sponsored enterprises and mortgage-backed securities, were $1,148,679 at June 30, 2018, compared to $999,981 at December 31, 2017, an increase of $148,798, or 14.9%. The increase inavailable-for-sale securities was primarily attributed to security purchases during the first six months of 2018.

Theheld-to-maturity securities are carried at amortized cost. This portfolio, consisting of U.S. government sponsored enterprises, mortgage-backed securities and municipal securities, totaled $209,239 at June 30, 2018, compared to $214,856 at December 31, 2017, a decrease of $5,617, or 2.6%. The decrease is attributable to securities that matured or had principal pay downs during the first six months of 2018.

The combined portfolios represented 32.6% and 31.6% of total assets at June 30, 2018 and December 31, 2017, respectively. At June 30, 2018, the Company had no securities that were classified as having other than temporary impairment.

The Company also had other investments of $20,533 and $18,492 at June 30, 2018 and December 31, 2017, respectively, consisting of capital stock in the Federal Reserve and the Federal Home Loan Bank (required as members of the Federal Reserve Bank System and the Federal Home Loan Bank System). The Federal Home Loan Bank and Federal Reserve investments are “restricted” in that they can only be sold back to the respective institutions or another member institution at par, and are thus, not liquid, have no ready market or quoted market value, and are carried at cost.

Bank Premises and Equipment

Bank premises and equipment totaled $11,578 at June 30, 2018 compared to $11,281 at December 31, 2017, an increase of $297, or 2.6%. This increase was the result of adding leasehold improvements and furniture and equipment as part of the Civic acquisition, which closed on April 1, 2018.

Deposits

Deposits represent the Company’s largest source of funds. The Company competes with other bank and nonbank institutions for deposits, as well as with a growing number ofnon-deposit investment alternatives available to depositors, such as mutual funds, money market funds, annuities, and other brokerage investment products. Challenges to deposit growth include price changes on deposit products given movements in the rate environment and other competitive pricing pressures, and customer preferences regarding higher-costing deposit products ornon-deposit investment alternatives.

At June 30, 2018, total deposits were $3,398,025, an increase of $230,797, or 7.3%, compared to $3,167,228 at December 31, 2017. The growth in deposits is attributable to growth in time deposits and noninterest-bearing deposits.

Included in the Company’s funding strategy are brokered deposits. Total brokered deposits increased from $779,886 at December 31, 2017 to $817,410 at June 30, 2018, due to the increased need for funding for the Bank’s loan growth and due to the fluctuation in certain brokered deposits that are interest-bearing checking and money market accounts that can fluctuate daily.

 

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Table of Contents

Public funds deposits in the form of county deposits are a part of the Company’s funding strategy and are cyclical in nature, with the peak of those deposit balances occurring during the middle of the first quarter of each calendar year. Public funds declined $112,086, or 11.2%, from $1,002,584 at December 31, 2017 to $890,498 at June 30, 2018 due to seasonal fluctuations in county deposits each year.

Time deposits excluding brokered deposits as of June 30, 2018, amounted to $797,009, compared to $675,150 as of December 31, 2017, an increase of $121,859, or 18.0%, much of which is attributable to the Civic acquisition on April 1, 2018 and new legislation that reclassified reciprocal deposits from brokered deposits tonon-brokered deposits,.Non-public funds money market accounts, excluding brokered deposits, increased $21,670, or 4.5%, from December 31, 2017 to June 30, 2018. Noninterest-bearing checking deposits grew $34,815, or 12.2%, andnon-public funds interest checking accounts, excluding brokered deposits, grew $109,962, or 82.1%, respectively, when comparing deposit balances from June 30, 2018 with balances at December 31, 2017, much of which is attributable to the Civic acquisition on April 1, 2018 and new legislation that reclassified reciprocal deposits from brokered deposits tonon-brokered deposits.

The following table shows time deposits in denominations of $100 or more based on time remaining until maturity:

 

   June 30, 2018 

Three months or less

  $109,031 

Three through six months

   269,685 

Six through twelve months

   130,877 

Over twelve months

   155,139 
  

 

 

 

Total

  $664,732 
  

 

 

 

Federal Funds Purchased and Repurchase Agreements

The Company had no federal funds purchased from correspondent banks as of June 30, 2018 and December 31, 2017. Securities sold under agreements to repurchase had an outstanding balance of $345 as of June 30, 2018, compared to $31,004 as of December 31, 2017. Securities sold under agreements to repurchase are financing arrangements that mature daily or within a short period of time. At maturity, the securities underlying the agreements are returned to the Company.

Federal Home Loan Bank Advances

The Company has established a line of credit with the Federal Home Bank of Cincinnati which is secured by a blanket pledge of1-4 family residential mortgages and home equity lines of credit. At June 30, 2018 and at December 31, 2017, advances totaled $351,500 and $272,000, respectively, and the scheduled maturities and interest rates of these advances were as follows:

 

Scheduled Maturities

  Amount   Weighted
Average Rates
 

2018

   48,000    1.89

2019

   248,500    2.18

2020

   55,000    1.72
  

 

 

   

 

 

 

Total

  $351,500    2.07
  

 

 

   

 

 

 

Subordinated Notes

At June 30, 2018, the Company’s subordinated notes, net of issuance costs, totaled $58,604, compared with $58,515 at December 31, 2017. For more information related to the subordinated notes and the related issuance costs, please see Note 11 of the consolidated financial statements.

Liquidity

Liquidity is defined as the ability to meet anticipated customer demands for funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis.

Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations cost-effectively and to meet current and future potential obligations such as loan commitments, lease obligations, and unexpected deposit outflows. In this process, management focuses on both assets and liabilities and on the manner in which they combine to provide adequate liquidity to meet the Company’s needs. Our source of funds to pay interest on our subordinated notes is generally in the form of a dividend from the Bank to the Company, or those payments may be serviced from cash balances held by the Company. Under the terms of the informal agreement with the Federal Reserve Bank of Atlanta (the “Reserve Bank”) and the

 

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Table of Contents

Tennessee Department of Financial Institutions (“TDFI”), described in “Other Events” in Management’s Discussion and Analysis and in “ITEM 1A. RISK FACTORS,” in the Company’s Annual Report on Form10-K for the year ended December 31, 2017, the Bank is required to receive prior written approval from its regulatory agencies to pay dividends to the Company.

Funds are available from a number of basic banking activity sources including the core deposit base, the repayment and maturity of loans, payments of principal and interest as well as sales of investments classified asavailable-for-sale, and sales of brokered deposits. As of June 30, 2018, $1,148,679 of the investment securities portfolio was classified asavailable-for-sale and is reported at fair value on the consolidated balance sheet. Another $209,239 of the portfolio was classified asheld-to-maturity and is reported at amortized cost. Approximately $1,032,920 of the total $1,148,679 investment securities portfolio on hand at June 30, 2018, was pledged to secure public deposits and repurchase agreements. Other funding sources available include repurchase agreements, federal funds purchased, and borrowings from the Federal Home Loan Bank.

Equity

As of June 30, 2018, the Company’s equity was $348,162, as compared with $304,653 as of December 31, 2017. The increase in equity was due to the Company’s earnings of $20,213 in the first six months of 2018, the increase in common stock of $36,852, $33,174 of which was the result of common stock issued as part of the Civic acquisition, offset by the $13,556 decrease in the valuation ofavailable-for-sale securities.

Effects of Inflation and Changing Prices

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on the performance of a financial institution than the effects of general levels of inflation. Although interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services, increases in inflation generally have resulted in increased interest rates. In addition, inflation affects financial institutions’ increased cost of goods and services purchased, the cost of salaries and benefits, occupancy expense, and similar items. Inflation and related increases in interest rates generally decrease the market value of investments and loans held and may adversely affect liquidity, earnings, and shareholders’ equity. Commercial and other loan originations and refinancings tend to slow as interest rates increase, and can reduce the Company’s earnings from such activities.

Off Balance Sheet Arrangements

The Company generally does not have anyoff-balance sheet arrangements other than approved and unfunded loans and lines and letters of credit to customers in the ordinary course of business. At June 30, 2018, the Company had unfunded loan commitments outstanding of $40,195, unused lines of credit of $633,648, and outstanding standby letters of credit of $33,224.

GAAP Reconciliation and Management Explanation ofNon-GAAP Financial Measures

Some of the financial data included in our selected historical consolidated financial information are not measures of financial performance recognized by GAAP. Our management uses thesenon-GAAP financial measures in its analysis of our performance:

 

  

“Common shareholders’ equity” is defined as total shareholders’ equity at end of period less the liquidation preference value of the preferred stock;

 

  

“Tangible common shareholders’ equity” is common shareholders’ equity less goodwill and other intangible assets;

 

  

“Total tangible assets” is defined as total assets less goodwill and other intangible assets;

 

  

“Other intangible assets” is defined as the sum of core deposit intangible and SBA servicing rights;

 

  

“Tangible book value per share” is defined as tangible common shareholders’ equity divided by total common shares outstanding. This measure is important to investors interested in changes fromperiod-to-period in book value per share exclusive of changes in intangible assets;

 

  

“Tangible common shareholders’ equity ratio” is defined as the ratio of tangible common shareholders’ equity divided by total tangible assets. We believe that this measure is important to many investors in the marketplace who are interested in relative changes fromperiod-to period in common equity and total assets, each exclusive of changes in intangible assets;

 

  

“Return on Average Tangible Common Equity” is defined as net income available to common shareholders divided by average tangible common shareholders’ equity;

 

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“Efficiency ratio” is defined as noninterest expenses divided by our operating revenue, which is equal to net interest income plus noninterest income;

We believe thesenon-GAAP financial measures provide useful information to management and investors that is supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP; however, we acknowledge that ournon-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable tonon-GAAP financial measures that other companies use.

The following reconciliation table provides a more detailed analysis of thesenon-GAAP financial measures:

 

(Amounts in thousands, except share/per share data and percentages)  As of or for the Three Months Ended 
  Jun 30,
2018
  Mar 31,
2018
  Dec 31,
2017
  Sept 30,
2017
  Jun 30,
2017
 

Total shareholders’ equity

  $348,059  $304,762  $304,550  $303,594  $292,918 

Less: Preferred stock

   —     —     —     —     —   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total common shareholders’ equity

   348,059   304,762   304,550   303,594   292,918 

Common shares outstanding

   14,480,240   13,258,142   13,237,128   13,209,055   13,181,501 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Book value per share

  $24.04  $22.99  $23.01  $22.98  $22.22 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total common shareholders’ equity

   348,059   304,762   304,550   303,594   292,918 

Less: Goodwill and other intangible assets

   19,499   10,074   10,181   10,294   10,356 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Tangible common shareholders’ equity

  $328,560  $294,688  $294,369  $293,300  $282,562 

Common shares outstanding

   14,480,240   13,258,142   13,237,128   13,209,055   13,181,501 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Tangible book value per share

  $22.69  $22.23  $22.24  $22.20  $21.44 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Average total common equity

   340,175  $299,840  $304,847  $298,088   285,659 

Less: Average Preferred stock

   —     —     —     —     —   

Less: Average Goodwill and other intangible assets

   19,860   10,136   10,247   10,321   10,427 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Average tangible common shareholders’ equity

  $320,315  $289,704  $294,600  $287,767  $275,232 

Net income available to common shareholders

   10,161  $10,052  $2,394  $8,889   8,866 

Average tangible common equity

   320,315   289,704   294,600   287,767   275,232 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Return on average tangible common equity

   12.72  14.07  3.22  12.26  12.92
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Efficiency Ratio:

      

Net interest income

  $26,905  $25,116  $24,608  $24,326  $24,469 

Noninterest income

   4,147   3,456   3,264   3,569   3,880 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating revenue

   31,052   28,572   27,872   27,895   28,349 

Expense

      

Total noninterest expense

   18,050   15,488   15,987   15,278   15,283 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Efficiency ratio

   58.13  54.21  57.36  54.77  53.91
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

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FRANKLIN FINANCIAL NETWORK, INC.

SUMMARY QUARTERLY CONSOLIDATED FINANCIAL DATA (UNAUDITED)

(Amounts in thousands, except per share data and percentages)

 

   As of and for the three months ended 
   Jun 30, 2018  Mar 31, 2018   Dec 31, 2017   Sept 30, 2017  Jun 30, 2017 

Income Statement Data ($):

 

     

Interest income

   42,136   38,047    35,121    33,780   33,011 

Interest expense

   15,231   12,931    10,513    9,454   8,542 

Net interest income

   26,905   25,116    24,608    24,326   24,469 

Provision for loan losses

   570   573    1,295    590   573 

Noninterest income

   4,147   3,456    3,264    3,569   3,880 

Noninterest expense

   18,050   15,488    15,987    15,278   15,283 

Net income before taxes

   12,4323   12,511    10,590    12,027   12,493 

Income tax expense

   2,263   2,459    8,188    3,138   3,619 

Net income

   10,169   10,052    2,402    8,889   8,874 

Earnings before interest and taxes

   27,663   25,442    21,103    21,481   21,035 

Net income available to common shareholders

   10,161   10,052    2,394    8,889   8,866 

Weighted average diluted common shares

   14,981,440   13,766,384    13,767,979    13,773,539   13,701,762 

Earnings per share, basic

   0.71   0.76    0.18    0.67   0.68 

Earnings per share, diluted

   0.68   0.73    0.17    0.65   0.64 

Profitability (%)

        

Return on average assets

   0.98   1.03    0.26    1.03   1.03 

Return on average equity

   11.99   13.60    3.13    11.83   12.46 

Return on average tangible common equity(3)

   12.72   14.07    3.22    12.26   12.92 

Efficiency ratio(3)

   58.13   54.21    57.36    54.77   53.91 

Net interest margin(1)

   2.74   2.71    2.92    3.05   3.08 

Balance Sheet Data ($):

        

Loans (including HFS)

   2,488,862   2,322,889    2,268,632    2,127,753   2,023,679 

Loan loss reserve

   22,341   21,738    21,247    19,944   18,689 

Cash

   176,870   246,164    251,543    155,842   96,741 

Securities

   1,357,918   1,399,801    1,214,737    1,198,049   1,243,406 

Goodwill

   18,176   9,124    9,124    9,124   9,124 

Intangible assets (Sum of core deposit intangible and SBA servicing rights)

   1,323   950    1,057    1,170   1,232 

Assets

   4,165,238   4,083,663    3,843,526    3,565,278   3,443,593 

Deposits

   3,398,025   3,355,153    3,167,228    2,824,825   2,754,425 

Liabilities

   3,817,076   3,778,798    3,538,873    3,261,581   3,150,572 

Total equity

   348,162   304,865    304,653    303,697   293,021 

Common equity

   348,059   304,762    304,550    303,594   292,918 

Tangible common equity(3)

   328,560   294,688    294,369    293,300   282,562 

Asset Quality (%)

        

Nonperforming loans/ total loans(2)

   0.14   0.15    0.13    0.14   0.19 

Nonperforming assets / (total loans(2) + foreclosed assets)

   0.21   0.22    0.20    0.21   0.26 

Loan loss reserve / total loans(2)

   0.90   0.94    0.94    0.94   0.93 

Net charge-offs / average loans

   (0.01  0.01    0.00    (0.13  0.00 

Capital (%)

        

Tangible common equity to tangible assets(3)

   7.93   7.23    7.68    8.25   8.23 

Leverage ratio

   8.31   7.80    8.25    8.58   8.21 

Common Equity Tier 1 ratio

   12.14   11.45    11.37    11.58   11.54 

Tier 1 risk-based capital ratio

   12.14   11.45    11.37    11.58   11.54 

Total risk-based capital ratio

   14.98   14.42    14.40    14.68   14.69 

 

(1) 

Net interest margins shown in the table above includetax-equivalent adjustments to adjust interest income ontax-exempt loans andtax-exempt investment securities to a fully taxable basis.

(2) 

Total loans in this ratio exclude loans held for sale.

(3) 

SeeNon-GAAP table in the preceding pages.

 

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Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, even if the Company complies with the greater obligations of public companies that are not emerging growth companies, the Company may avail itself of the reduced requirements applicable to emerging growth companies from time to time in the future, so long as the Company is an emerging growth company. The Company will continue to be an emerging growth company until the earliest to occur of: (1) the end of the fiscal year following the fifth anniversary of the effectiveness of our Registration Statement on FormS-4, which was declared effective by the SEC on May 14, 2014; (2) the last day of the fiscal year in which we have more than $1.07 billion in annual revenues; (3) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or (4) the date on which we have, during the previous three-year period, issued publicly or privately, more than $1.0 billion innon-convertible debt securities. Management cannot predict if investors will find the Company’s common stock less attractive because it will rely on these exemptions. If some investors find the Company’s common stock less attractive as a result, there may be a less active trading market for its common stock and the Company’s stock price may be more volatile.

Further, the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply tonon-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, it adopts the new or revised standard at the time public companies adopt the new or revised standard. This election is irrevocable.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company’s primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on a large portion of the Company’s assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which possess a short term to maturity. Based upon the nature of the Company’s operations, the Company is not subject to foreign currency exchange or commodity price risk.

Management seeks to maintain profitability in both immediate and long-term earnings through funds management/interest rate risk management. Interest rate risk (sensitivity) management deals with the potential impact on earnings associated with changing interest rates using various rate change (shock) scenarios. The Company’s rate sensitivity position has an important impact on earnings. Senior management monitors the Company’s rate sensitivity position throughout each month, and then the Asset Liability Committee (“ALCO”) of the Bank meets on a quarterly basis to analyze the rate sensitivity position and other aspects of asset/liability management. These meetings cover the spread between the cost of funds (primarily time deposits) and interest yields generated primarily through loans and investments, rate shock analyses, liquidity and dependency positions, and other areas necessary for proper balance sheet management.

 

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Management believes interest rate risk is best measured by earnings simulation modeling. The simulation is run using the prime rate as the base with the assumption of rates increasing 100, 200, 300 and 400 basis points or decreasing 100 and 200 basis points. All rates are increased or decreased parallel to the change in prime rate. As a result of the simulation, over a12-month time period ended June 30, 2018, net interest income was estimated to decrease 0.91% and 2.06% if rates were to increase 100 basis points and 200 basis points, respectively, and was estimated to increase 0.14% and decrease 0.34% in a 100 basis points and 200 basis points declining rate assumption, respectively. These results are in line with the Company’s guidelines for rate sensitivity.

The following chart reflects the Company’s sensitivity to changes in interest rates as indicated as of June 30, 2018.

 

Projected Interest

Rate Change

  Net Interest
Income
   Net Interest Income $
Change from Base
   % Change
from Base
 

-200

   107,336    (370   (0.34%) 

-100

   107,857    151    0.14

Base

   107,706    —      0.00

+100

   106,731    (433   (0.91%) 

+200

   105,483    (975   (2.06%) 

+300

   104,931    (2,223   (2.58%) 

+400

   103,697    (2,775   (3.72%) 

The preceding sensitivity analysis is a modeling analysis, which changes periodically and consists of hypothetical estimates based upon numerous assumptions including interest rate levels, changes in the shape of the yield curve, prepayments on loans and securities, rates on loans and deposits, reinvestments of pay downs and maturities of loans, investments and deposits, changes in spreads between key market rates, and other assumptions. In addition, there is no input for growth or a change in asset mix. While assumptions are developed based on the current economic and market conditions, the Company cannot make any assurances as to the predictive nature of these assumptions, including how customer preferences or competitor influences might change. As market conditions vary from those assumed in the sensitivity analysis, actual results will differ. Also, these results do not include any management action that might be taken in responding to or anticipating changes in interest rates. The simulation results are one indicator of interest rate risk, and actual net interest income is largely impacted by the allocation of assets, liabilities, and product mix.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures. The Company’s chief executive officer and chief financial officer have evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as that term is defined in Rule13a-15(e) under the Exchange Act) as of June 30, 2018, the end of the fiscal quarter covered by this Quarterly Report on Form10-Q. Based on that evaluation, the chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures are effective.

(b) Changes in Internal Controls. There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Management is not aware of any material pending legal proceedings against the Company which, if determined adversely, the Company believes would have a material adverse impact on the Company’s financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors disclosed in our Annual Report on Form10-K filed with the SEC on March 16, 2018.

 

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SIGNATURES

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

 

  FRANKLIN FINANCIAL NETWORK, INC.
August 9, 2018  By: 

/s/ Sarah Meyerrose

   Sarah Meyerrose
   

On behalf of the registrant and as Chief Financial Officer

(Principal Financial Officer)