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CSTR CapStar Financial

Filed: 5 Mar 21, 4:14pm

 

51 minth

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

 

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

 

For the fiscal year ended December 31, 2020

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 Number 001-37886

 

CAPSTAR FINANCIAL HOLDINGS, INC.

(Exact name of Registrant as specified in its Charter)

 

Tennessee

 

81-1527911

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

 

 

1201 Demonbreun Street, Suite 700

Nashville, Tennessee

 

37203

(Address of principal executive office)

 

(zip code)

Registrant’s telephone number, including area code (615) 732-6400

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $1.00 par value per share

 

CSTR

 

Nasdaq Global Select Market

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes  No 

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

 

 

 

Non-accelerated filer

 

  

Small 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No 

 

As of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was $219,626,256, based on the closing sales price of $12.00 per share as reported on the Nasdaq Global Select Market.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

 

Shares outstanding as of March 4, 2021

Common Stock, par value $1.00 per share

22,083,729

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement relating to the 2021 Annual Meeting of Shareholders, which will be filed within 120 days after December 31, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

 


 

Table of Contents

 

 

 

 

 

Page

PART I

 

 

 

 

Item 1.

 

Business

 

1

Item 1A.

 

Risk Factors

 

16

Item 1B.

 

Unresolved Staff Comments

 

34

Item 2.

 

Properties

 

34

Item 3.

 

Legal Proceedings

 

34

Item 4.

 

Mine Safety Disclosures

 

35

 

 

 

 

 

PART II

 

 

 

 

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

36

Item 6.

 

Selected Financial Data

 

39

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

40

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

60

Item 8.

 

Financial Statements and Supplementary Data

 

61

Item 9.

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

113

Item 9A.

 

Controls and Procedures

 

113

Item 9B.

 

Other Information

 

113

 

 

 

 

 

PART III

 

 

 

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

114

Item 11.

 

Executive Compensation

 

114

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

114

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

114

Item 14.

 

Principal Accountant Fees and Services

 

114

 

 

 

 

 

PART IV

 

 

 

 

Item 15.

 

Financial Statements and Exhibits

 

115

Item 16.

 

Form 10-K Summary

 

118

 

 

Signatures

 

119

 

 

 

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TERMINOLOGY

Unless this Annual Report on Form 10-K (this “Report”) indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Company,” “CapStar,” “CSTR” and “CapStar Financial,” as used herein refer to CapStar Financial Holdings, Inc., and its wholly owned subsidiary, CapStar Bank, which we sometimes refer to as “our bank subsidiary,” “the bank” or “our bank”.  References herein to the fiscal years 2015, 2016, 2017, 2018, 2019, and 2020 mean our fiscal years ended on each of December 31, 2015, 2016, 2017, 2018, 2019, and 2020, respectively. References herein to our “Target Market” includes the state of Tennessee and geographical areas within a 100-mile radius of any of our branch locations.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  These forward-looking statements reflect our current views with respect to, among other things, statements relating to the Company’s assets, business, cash flows, condition (financial or otherwise), credit quality, financial performance, liquidity, short and long-term performance goals, prospects, results of operations, strategic initiatives, the benefits, cost and synergies of completed acquisitions or dispositions, and the timing, benefits, costs and synergies of future acquisitions, disposition and other growth opportunities. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “aspire,” “estimate,” “intend,” “plan,” “project,” “projection,” “forecast,” “roadmap,” “goal,” “target,” “would,” and “outlook,” or the negative version of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based upon current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. The inclusion of these forward-looking statements should not be regarded as a representation by us or any other person that such expectations, estimates and projections will be achieved. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict and that are beyond our control. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date of this Report, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

The COVID-19 pandemic is adversely affecting us, our customers, employees, and third-party service providers, and the ultimate extent of the impacts on our business, including on our credit quality, business operations and liquidity, as well as its impact on general economic and financial market conditions, is uncertain. Continued deterioration in general business and economic conditions, or turbulence in domestic or global financial markets could adversely affect CapStar’s revenues and the values of our assets and liabilities, reduce the availability of funding, affect credit quality, and increase stock price volatility. The Company may not capitalize on opportunities to enhance market share in certain markets and the Company’s services may not be generally accepted in new markets; the ability of the Company to meet expectations regarding the benefits, costs, synergies and financial and operational impact of the FCB Corporation (“FCB”) and the Bank of Waynesboro (“BOW”) acquisitions; the possibility that any of the anticipated benefits, costs, synergies and financial and operational improvements of the FCB and BOW acquisitions will not be realized or will not be realized as expected; economic conditions (including interest rate environment, government economic and monetary policies, the strength of global financial markets and inflation and deflation) that impact the financial services industry as a whole and/or our business; the concentration of our business in our Target Market and the effect of changes in the economic, political and environmental conditions on this market; increased competition in the financial services industry, locally, regionally or nationally, which may adversely affect pricing and the other terms offered to our clients; an increase in the cost of deposits, loss of deposits or a change in the deposit mix, which could increase our cost of funding; an increase in the costs of capital, which could negatively affect our ability to borrow funds, successfully raise additional capital or participate in strategic acquisition opportunities; our dependence on our management team and board of directors and changes in our management and board composition; our reputation in the community; our ability to execute our strategy to achieve our loan, return on average assets and efficiency ratio goals, hire seasoned bankers, and achieve deposit growth through organic growth and strategic acquisitions; credit risks related to the size of our borrowers and our ability to adequately identify, assess and limit our credit risk; our concentration of large loans to a small number of borrowers as well as to borrowers located within our

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Target Market; the significant portion of our loan portfolio that originated during the past two years and therefore may less reliably predict future collectability than older loans; the adequacy of reserves (including our allowance for loan losses) and the appropriateness of our methodology for calculating such reserves; non-performing loans and leases; non-performing assets; charge-offs, non-accruals, troubled debt restructurings, impairments and other credit-related issues; adverse trends in the healthcare service industry, which is an integral component of our Target Market’s economy and which could adversely affect the business operations of certain of our key borrowers; our management of risks inherent in our commercial real estate loan portfolio, and the risk of a prolonged downturn in the real estate market, which could impair the value of our collateral and our ability to sell collateral upon any foreclosure; our inability to realize operating efficiencies and tax savings from the implementation of our strategic plan; governmental legislation and regulation, including changes in the nature and timing of the adoption and effectiveness of new requirements under the Dodd-Frank Act of 2010, as amended, the Tax Cuts and Jobs Act of 2017, as amended, Basel guidelines, capital requirements, accounting regulation or standards and other applicable laws and regulations; the loss of large depositor relationships, which could force us to fund our business through more expensive and less stable sources; operational and liquidity risks associated with our business, including liquidity risks inherent in correspondent banking; volatility in interest rates and our overall management of interest rate risk, including managing the sensitivity of our interest-earning assets and interest-bearing liabilities to interest rates, and the impact to our earnings from a change in interest rates; the potential for our Bank’s regulatory lending limits and other factors related to our size to restrict our growth and prevent us from effectively implementing our business strategy; strategic acquisitions we may undertake to achieve our goals; the sufficiency of our capital, including sources of capital and the extent to which we may be required to raise additional capital to meet our goals; fluctuations in the fair value of our investment securities that are beyond our control; deterioration in the fiscal position of the U.S. government and downgrades in Treasury and federal agency securities; potential exposure to fraud, negligence, computer theft and cyber-crime; the adequacy of our risk management framework; our dependence on our information technology and telecommunications systems and the potential for any systems failures or interruptions; threats to and breaches of our information technology systems and data security, including cyber-attacks; our dependence upon outside third parties for the processing and handling of our records and data; our ability to adapt to technological change; the financial soundness of other financial institutions; our exposure to environmental liability risk associated with our lending activities; our engagement in derivative transactions; our involvement from time to time in legal proceedings and examinations and remedial actions by regulators; our involvement from time to time in litigation or other proceedings instituted by or against shareholders, customers, employees or third parties and the cost of legal fees associated with such litigation or proceedings; the susceptibility of our market to natural disasters and acts of God; and the effectiveness of our internal controls over financial reporting and our ability to remediate any future material weakness in our internal controls over financial reporting.

The foregoing factors should not be construed as exhaustive and should be read in conjunction with the section entitled “Risk Factors” included in this Report.  If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this Report, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.  New risks and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence or how they will affect us.

 

MARKET DATA

Market data used in this Report has been obtained from government and independent industry sources and publications available to the public, sometimes with a subscription fee, as well as from research reports prepared for other purposes. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. The Company did not commission the preparation of any of the sources or publications referred to in this Report. The Company has not independently verified the data obtained from these sources, and, although the Company believes such data to be reliable as of the dates presented, it could prove to be inaccurate. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this Report.


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SUMMARY OF MATERIAL RISKS

 

An investment in our securities involves risks, including those summarized below.  For a more complete discussion of the material risks facing our business, see Item 1A—Risk Factors.

Risks Related to Our Business

 

Our business, financial condition, and results of operations may be adversely affected by global pandemics, including the recent COVID-19 pandemic.

 

 

As a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex ways by weak economic conditions

 

 

Our business and operations are concentrated in our Target Market, and we are more sensitive than our more geographically diversified competitors to adverse changes in the local economy.

 

 

Competition from financial institutions and other financial service providers may adversely affect our profitability.

 

 

As a bank that focuses on building comprehensive banking relationships with clients, our reputation is critical to our business, and damage to it could have a material adverse effect on us.

 

 

Credit and Interest Rate Risks

 

We target small and medium sized businesses as loan clients, who may have greater credit risk than larger borrowers.

 

 

Our concentration of large loans to a limited number of borrowers may increase our credit risk.

 

 

Lack of seasoning of our loan portfolio could increase risk of credit defaults in the future.

 

 

We may not be able to adequately assess and limit our credit risk, which could adversely affect our profitability.

 

 

Repayment of our leveraged loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value.

 

 

Our allowance for loan losses may prove to be insufficient to absorb losses inherent in our loan portfolio.

 

 

The healthcare service industry is an integral component of the local economy, and adverse trends in the healthcare service industry could have a material adverse effect on us.

 

 

Our commercial real estate loan portfolio exposes us to credit risks that may be greater than the risks related to other types of loans.

 

 

A prolonged downturn in the real estate market could result in losses and adversely affect our profitability.

 

 

Regulatory requirements affecting our loans secured by commercial real estate could limit our ability to leverage our capital and adversely affect our growth and profitability.

 

 

We engage in lending secured by real estate and may be forced to foreclose on the collateral and own the underlying real estate, subjecting us to the costs and potential risks associated with the ownership of the real property.

 

 

We are subject to risks associated with home equity products where we are in a second lien position that could materially adversely affect our performance.

 

 

We have several large depositor relationships, the loss of which could force us to fund our business through more expensive and less stable sources.

 

 

Correspondent banking introduces unique risks, which could affect our liquidity.

 

 

Liquidity risk could impair our ability to fund operations and meet our obligations as they become due, and our funding sources may be insufficient to fund our future growth.

 

 

We are subject to interest rate risk, which could adversely affect our profits.

 

 

Changes in monetary policy and government responses to adverse economic conditions such as inflation and deflation may have an adverse effect on our business, financial condition and results of operations.

 

Strategic Risks

 

Our business strategy includes the continuation of our growth plans, and we could be negatively affected if we fail to grow or fail to manage our growth effectively.

 

 

Our bank’s size presents multiple challenges that may restrict our growth and prevent us from effectively implementing our business strategy, such as our regulatory and internal lending limits and our ability to effectively leverage our infrastructure to implement our business strategy.

 

 

Our growth strategy involves strategic acquisitions, and we may not be able to overcome risks associated with such transactions.

 

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Our continued pace of growth may require us to raise additional capital in the future to fund such growth, and the unavailability of additional capital on terms acceptable to us could adversely affect us or our growth.

 

Operational Risks

 

The fair value of our investment securities could fluctuate because of factors outside of our control, which could have a material adverse effect on us.

 

 

Deterioration in the fiscal position of the U.S. federal government and downgrades in the U.S. Department of the Treasury and federal agency securities could adversely affect us and our banking operations.

 

 

We are subject to losses resulting from fraudulent and negligent acts on the part of loan applicants, our borrowers, other third parties, and our employees.

 

 

We may bear costs associated with the proliferation of computer theft and cyber-crime.

 

 

Our risk management framework may not be effective in mitigating risks and/or losses to us.

 

 

We depend on our information technology and telecommunications systems, and any systems failures or interruptions could adversely affect our operations and financial condition.

 

 

We are dependent upon outside third parties for the processing and handling of our records and data.

 

 

We encounter technological change continually and have fewer resources than certain of our competitors to invest in technological improvements.

 

 

We may be adversely affected by the lack of soundness of other financial institutions

 

 

We are subject to environmental liability risk associated with our lending activities.

 

 

By engaging in derivative transactions, we are exposed to additional credit and market risk.

 

 

We are or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.

 

 

Our Target Market is susceptible to floods, tornados and other natural disasters, adverse weather events, nuclear fallout from nuclear plants in East Tennessee and acts of God, which may adversely affect our business and operations.

 

 

Our internal controls over financial reporting may not be effective, and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

 

 

Uncertainties in the interpretation and application of the Tax Reform Act could materially affect our tax obligations and effective tax rate.

 

 

We may be adversely impacted by the transition from LIBOR as a reference rate.

 

 

Changes in U.S. trade policies and other factors beyond our Company’s control, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition and results of operations.

 

 

Regulatory and Compliance Risks

 

We are subject to extensive regulation that could limit or restrict our business activities and impose financial requirements, such as minimum capital requirements, and could have a material adverse effect on our profitability.

 

Federal and state regulators periodically examine our business and may require us to remediate adverse examination findings or may take enforcement action against us.

 

We are subject to numerous fair lending laws designed to protect consumers and failure to comply with these laws could lead to a wide variety of sanctions.

 

We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

 

Financial reform legislation has, among other things, tightened capital standards, created the Consumer Financial Protection Bureau and resulted in new regulations that are likely to increase our costs of operations.

 

We are required to act as a source of financial and managerial strength for our bank in times of stress.

 

Our FDIC deposit insurance premiums and assessments may increase.

Risks Related to Our Common Stock

 

Even though our common stock is currently traded on the Nasdaq Stock Market's Global Select Market, it has less liquidity than many other stocks quoted on a national securities exchange.

 

A future issuance or future issuances of stock could dilute the value of our common stock.

 

Significant sales of our common stock by certain shareholders could affect the market value of our common stock.

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We have the ability to incur debt and pledge our assets, including our stock in our bank, to secure that debt.

 

The rights of our common shareholders would likely be subordinate to the rights of the holders of any preferred stock that we may issue in the future.

 

We and our bank are subject to capital and other legal and regulatory requirements which restrict our ability to pay dividends.

 

We are an “emerging growth company,” and the reduced regulatory and reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

General Risks

 

We are dependent on the services of our management team and board of directors, and the unexpected loss of key personnel or directors may adversely affect our business and operations.

 

 

 

 

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PART I

ITEM 1.  BUSINESS

OVERVIEW

CapStar Financial Holdings, Inc., a Tennessee corporation, is a bank holding company that is headquartered in Nashville, Tennessee and that operates primarily through its wholly owned subsidiary, CapStar Bank, a Tennessee-chartered state bank.  CapStar Bank was incorporated in the State of Tennessee in 2007 and acquired a state charter in 2008 which was accomplished through a de novo application with the Tennessee Department of Financial Institutions (“TDFI”) and the Federal Reserve Bank of Atlanta. Upon approval of its charter, CapStar Bank opened for business to the public on July 14, 2008. CapStar Financial Holdings, Inc. was incorporated in 2015 and, on February 5, 2016, completed a share exchange with CapStar Bank’s shareholders that resulted in CapStar Bank becoming a wholly owned subsidiary of the Company.

We are a bank that seeks to establish and maintain comprehensive relationships with our clients by delivering customized and creative banking solutions and superior client service. Our products and services include (i) commercial and industrial loans to small and medium sized businesses, (ii) commercial real estate loans, (iii) Mortgage banking products and services, (iv) private banking and wealth management services for the owners and operators of our business clients and other high net worth individuals; (v) correspondent banking services to meet the needs of Tennessee’s smaller community banks and (vi) various retail and consumer products. Our operations are presently concentrated in Tennessee.

As of December 31, 2020, on a consolidated basis, we had total assets of $3.0 billion, total deposits of $2.6 billion, total net loans of $1.9 billion, and shareholders’ equity of $343.5 million.

Core Operating Principles

We operate our business in conformity with our core principles which are, in order of priority:

 

Soundness - We strive to engage in safe and sound banking practices that preserve the asset quality of our balance sheet and protect our deposit base and ensure we maintain capital levels that are considered above “well capitalized” according to regulatory standards.

 

Profitability - We seek to improve our core profitability metrics through optimal balance sheet management, economies of scale and expanded services.

 

Strategic Growth - we seek to grow our loans, deposits and net income by building long-term relationships with our customers based on top quality service and leveraging our operating platform to facilitate acquisitive growth.

We have historically adhered to these core operating principles, and we intend to continue to emphasize the importance of these principles to the conduct of our business.

Acquisitions and Expansion

On July 31, 2012, our bank completed its acquisition of American Security Bank and Trust Company (“American Security”), a Tennessee banking corporation headquartered in Hendersonville, Tennessee. Our bank acquired all outstanding shares of common stock of American Security for approximately $15.2 million in total consideration which was comprised of the issuance of approximately 1.5 million shares of common stock of our bank. At the time of the acquisition, American Security had two banking locations in Sumner County, Tennessee. The operations of American Security are included in CapStar Bank’s financial statements beginning on July 31, 2012.

On February 3, 2014, CapStar Bank completed its acquisition of Farmington Financial Group, LLC (“Farmington”), a Tennessee limited liability company headquartered in Nashville, Tennessee. Farmington primarily originates residential real estate loans that are sold in the secondary market. The bank acquired all the assets and liabilities of Farmington for approximately $6.4 million in total consideration which was comprised of $3.0 million in cash, 100,000 shares of common stock of our bank and a five year earn-out based on pre-tax income. The operations of Farmington are included in CapStar Bank’s financial statements beginning on February 3, 2014.

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On October 1, 2018, we completed our acquisition of Athens Bancshares Corporation (“Athens”), the bank holding company for Athens Federal Community Bank, National Association (“Athens Federal”), headquartered in Athens, Tennessee. We acquired all of the outstanding shares of common stock of Athens for approximately $92.9 million in total consideration which was primarily comprised of the issuance of approximately 5.2 million shares of common stock of our Company. At the time of the acquisition, Athens Federal had eight banking locations located throughout the Eastern Tennessee corridor between Chattanooga and Knoxville, Tennessee.  The operations of Athens are included in our financial statements beginning October 1, 2018.

On July 1, 2020, we completed our acquisition of FCB Corporation (“FCB”), the bank holding company for the First National Bank of Manchester. We acquired all of the outstanding shares of common stock of FCB for approximately 3.0 million shares of common stock of our Company. At the time of acquisition, Manchester had four banking locations throughout middle Tennessee. The operations of Manchester are included in our financial statements beginning July 1, 2020.

On July 1, 2020, we completed our acquisition of the Bank of Waynesboro (“BOW”). We acquired all of the outstanding shares of common stock of BOW for approximately 0.7 million shares of common stock of our Company. At the time of acquisition, BOW had six banking locations throughout Southern Tennessee. The operations of BOW are included in our financial statements beginning July 1, 2020.

Our Products and Services

Loans

General. Through our bank, we offer a broad range of commercial lending products to small and medium sized businesses, the owners and operators of our business clients and other high net worth individuals. Our strategy is to maintain a broadly diversified loan portfolio in terms of the type of loan product, the type of client and the industries in which our business clients are engaged.

Our commercial and industrial lending products include commercial loans, business term loans, equipment financing and lines of credit to a diversified mix of small and medium sized businesses. We offer commercial real estate loans that are collateralized by both owner-occupied and non-owner occupied properties, as well as interim construction loans.

Our consumer lending products include residential first mortgage loans which are typically thereafter sold on the secondary market. We offer second mortgage home equity mortgage loans and other consumer related loans such as loans for automobile or other recreational vehicles, which we maintain on the Bank’s balance sheet. Additionally, we offer lines of credit to facilitate investment opportunities for consumer clients whose financial characteristics support the request.

We market our lending products and services to existing clients through our client service. We seek to attract new lending clients through customized and creative lending solutions and competitive pricing. We have banking teams that are specifically dedicated to the markets in which we serve. We believe our industry-specific knowledge, product and local market expertise and engagement increase our profile within these lending verticals, enable us to identify, select and compete for qualified borrowers and attractive financing projects and manage more effectively the potential risks of our loan portfolio.

Underwriting. Disciplined underwriting is the foundation of our credit culture. We strive to adhere to thorough underwriting standards and deliver customized and creative loan solutions in a responsive and timely manner.

Philosophically, we seek loans that are prudent and desirable, not just “doable.” In considering a loan, we follow the underwriting principles in our loan and credit administration policies which include the following requirements:

 

receipt of certain financial information, such as financial statements, tax returns and credit reports, to ensure that the potential borrower has sufficient recurring cash flow and liquidity to repay the loan;

 

determination that the structure of the loan matches the underlying purpose of and repayment source for the loan, the potential borrower’s creditworthiness and the depreciable life of any collateral;

 

verification that the potential borrower has a demonstrated propensity to repay the loan/the borrower’s indebtedness/etc.;

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consideration of the value, liquidity and marketability of the potential borrower’s assets and identifying and evaluating all significant direct and contingent liabilities; and

 

determination and approval of the rates and fees associated with the potential loan.

Except in very limited circumstances in which substantial equity is present, our commercial and industrial and owner-occupied commercial real estate loans are supported by personal guaranties from the principals of the borrower. In addition, we require our non-owner occupied commercial real estate loans to be secured by well- managed income producing property with adequate margins, supported by a history of profitable operations and cash flows, and proven operating stability.

Our underwriting processes collaboratively engage our bankers, credit underwriters and portfolio managers in the analysis of each loan request. We manage our credit risks by analyzing metrics in order to maintain a conservative and well-diversified loan portfolio reflective of our assessment of various subsets within our market. Based upon our aggregate exposure to any given borrower relationship, we employ tiered review of loan originations that may involve senior credit officers, our Chief Credit Officer, our bank’s Credit Committee or, ultimately, our full board of directors.

Concentrations.  We are a relationship-oriented, rather than a transaction-based, bank.  Accordingly, substantially all of our loans have been made to borrowers located in our Target Market. As of December 31, 2020, approximately 95% of the loans in our loan portfolio (measured by dollar amount) were made to borrowers who live or conduct business in our Target Market, and a substantial portion of those loans are considered commercial and industrial loans, commercial real estate loans (including owner-occupied and non-owner occupied real estate), mortgage loans and construction loans. As such, a substantial majority of our loan portfolio is dependent upon the economic environment of our Target Market. We do have a limited number of loans secured by properties located outside of Tennessee, most of which are made to borrowers who are well-known to us because they are headquartered or reside within Tennessee.

In addition, we employ appropriate limits on our overall loan portfolio and requirements with respect to certain types of lending. As a general practice, we operate with an internal guideline limiting loans to any single borrowing relationship to a tiered amount based upon our internal risk rating. Many of our loans have been made to a small number of borrowers, resulting in a concentration of large loans to certain borrowers. As of December 31, 2020, our 25 largest borrowing relationships (which may include multiple loans to one borrower or loans to multiple entities that are affiliated due to common ownership) accounted for approximately 13% of our total loan portfolio.

Credit Risk Management.  Managing credit risk is a process that involves the entire Company. Our strategy for credit risk management includes the disciplined underwriting process described above, adherence to prudent standards, and ongoing risk monitoring and review processes for all loan exposures. Our Chief Credit Officer provides bank-wide credit oversight and regularly reviews the loan portfolio to ensure that the risk identification processes are functioning properly and that our credit standards are followed. We periodically submit ourselves to review by independent third parties to validate our internal oversight. We strive to identify potential problem loans early in an effort to aggressively seek resolution of these situations before the loans become delinquent or impaired, record any necessary charge-offs promptly and maintain adequate allowance levels for probable loan losses inherent in the loan portfolio.

Credit risk management involves a partnership between our lenders and our credit administration group with credit approval processes requiring concurrence of the two. The members of our credit administration group primarily focus their efforts on credit analysis, underwriting and monitoring new credits and providing management reporting to executive management and our board of directors. Based upon size, emerging problem loans are assigned to our special assets process to mitigate the risk of loss. Executive management regularly reviews the status of the watch list and classified assets portfolio as well as the larger credits in the portfolio. Our collections department is also responsible for managing the collection and foreclosure process and the disposal of other real estate owned.

Deposits

Core deposits are our principal source of funds for use in lending and other general banking purposes. We solicit core deposits through our relationship-driven team of dedicated and accessible bankers and through relationship-focused marketing. We provide a full range of deposit products and services, including demand deposits, interest-bearing transaction accounts, money market accounts, time and savings deposits, certificates of deposit and CDARS® reciprocal products. We do not rely on brokered deposits as a meaningful source of funding.

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Our ability to gather deposits is an important aspect of our business franchise, and we believe this is a significant driver of our success. Our largest sources of deposits are NOW, Demand Deposit Accounts, money market and savings accounts. Our transaction accounts include checking and NOW accounts, which provide us with a source of fee income, as well as a low-cost source of funds. Time accounts also provide us with a relatively stable and low-cost source of funding. Certificates of deposit in excess of $100,000 are held primarily by clients in our Target Market.

Deposit rates are reviewed regularly by senior management as we continuously seek to price our deposit products and services competitively to promote core deposit growth. Our management believes that the rates that we offer are competitive with those offered by other institutions in our Target Market.

Correspondent Banking 

We provide correspondent banking services to community banks located in our market.  Services we offer include settlement, Fed Funds lines of credit, depository products, wire transfer services, bank holding company loans and loan participations on larger commercial and commercial real estate exposures.  Correspondent banking deposits comprised approximately $407.8 million of our total deposits as of December 31, 2020. There were no correspondent banking loans as of December 31, 2020. Deposits from community banks related to correspondent banking comprised 16% of total deposits as of December 31, 2020.

Correspondent banking provides a valuable funding source for the bank. In 2013, management identified a void in the Tennessee correspondent banking market due to the instability of larger correspondent banks. Other factors leading to the expansion of correspondent banking included a need to diversify our funding base, the desire by many community banks to do business with a Tennessee-based correspondent bank, the ability to recruit well-known and respected talent for business development and risk management, and the ability to license a low cost proprietary settlement platform.

Mortgage Banking

Mortgage banking generated $1.0 billion in mortgage loan originations for the year ended December 31, 2020. Mortgage loans are typically sold in the secondary market and are underwritten by the bank. Mortgage banking has provided the bank a source of noninterest income and referrals for other banking services including home equity lines of credit and deposit products.

Other Services

Given client demand for increased convenience and account access, we offer a range of products and services, including 24-hour telephone and online banking, direct deposit, mobile banking, safe deposit boxes, remote deposit and cash management services for individuals and small and medium sized business. We also participate in a shared network of automated teller machines and a debit card system that our customers are able to use throughout Tennessee and other regions. In many cases, we reimburse our customer for any ATM fees that may be charged to the customer.  

Competition

The financial services industry is highly competitive in our Target Market. In particular, the Target Market consisted of 65 financial institutions with over $92 billion in deposits as of June 30, 2020. We held the number 10 deposit market share position at June 30, 2020 with 2.3% of the deposit market share. We compete for loans, deposits, and financial services in our Target Market. We compete directly with other bank and nonbank institutions located within our market area, Internet-based banks, out-of-market banks, and bank holding companies that advertise in or otherwise serve our market area, along with money market and mutual funds, brokerage houses, mortgage companies, and insurance companies or other commercial entities that offer financial services products. Competition involves efforts to retain current clients, obtain new loans and deposits, increase the scope and type of services offered, and offer competitive interest rates paid on deposits and charged on loans. Many of our competitors enjoy competitive advantages, including greater financial resources, a wider geographic presence, more accessible branch office locations, the ability to offer additional services, more favorable pricing alternatives, and lower origination and operating costs. Some of our competitors have been in business for a long time and have an established client base and name recognition. We believe that our experienced leadership, efficient and scalable operating model, personalized service and emphasis on attracting core deposits from our other product offerings enable us to effectively compete in the communities in which we operate.

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Information and Technology

We continually adapt to the changing technological needs and wants of our clients by investing in our electronic banking platform. We use a combination of online and mobile banking channels to attract and retain clients and expand the convenience of banking with us.  In most cases, our clients can initiate banking transactions from the convenience of their personal computer or smart phone, reducing the number of in-branch visits necessary to conduct routine banking transactions. The remote transactions available to our clients include remote image deposit, bill payment, external and internal transfers, ACH origination and wire transfer. We believe that our investments in technology and innovation are consistent with our clients’ needs and will support future migration of our clients’ transactions to these and other developing electronic banking channels. Further, we closely monitor information security for trends and new threats, including cybersecurity risks, and invest significant resources to continuously improve the security and privacy of our systems and data. For more information, please see “– Supervision and Regulation - Cybersecurity and Privacy”.

Employees

As of December 31, 2020, we had 380 total employees. None of our employees are represented by any collective bargaining unit or are parties to a collective bargaining agreement. We believe that our relations with our employees are good.

 

SUPERVISION AND REGULATION

General

Insured banks, their holding companies and their affiliates are extensively regulated under federal and state law. As a result, our growth and earnings performance and that of our subsidiaries may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the TDFI, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”) and the Consumer Financial Protection Bureau (“CFPB”). Furthermore, tax laws administered by the Internal Revenue Service (“IRS”) and state taxing authorities, accounting rules developed by the Financial Accounting Standards Board (“FASB”), securities laws administered by the Securities and Exchange Commission (“SEC”) and state securities authorities, anti-money laundering laws enforced by the U.S. Department of the Treasury and mortgage related rules, including with respect to loan securitizations and servicing by the U.S. Department of Housing and Urban Development and agencies such as Ginnie Mae and Freddie Mac, have an impact on our business. The effect of these statutes, regulations, regulatory policies and rules are significant to our operations and results and those of our bank, and the nature and extent of future legislative, regulatory or other changes affecting financial institutions are impossible to predict with any certainty.

Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the operations of insured banks, their holding companies and affiliates that are intended primarily for the protection of the depositors of banks, rather than their shareholders. These federal and state laws, and the regulations of the bank regulatory agencies issued under them, affect, among other things, the scope of business, the kinds and amounts of investments banks may make, reserve requirements, capital levels relative to operations, the nature and amount of collateral for loans, the establishment of branches, the ability to merge, consolidate and enter into acquisitions with other companies, dealings with insiders and affiliates and the payment of dividends.

This supervisory and regulatory framework subjects banks and bank holding companies to regular examination by their respective primary federal regulators, which results in examination reports and ratings that, while not publicly available, can impact the conduct and growth of their businesses. These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, and various other factors. The regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations or with the supervisory policies of these agencies.

The following is a summary of the material elements of the supervisory and regulatory framework applicable to us and our bank. It does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of those that are described. The descriptions are qualified in their entirety by reference to the particular statutory and regulatory provision.

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Bank Holding Company Regulation

Since we own all of the capital stock of our bank, we are a bank holding company under the Bank Holding Company Act of 1956, as amended (“BHC Act”). As a result, we are primarily subject to the supervision, examination and reporting requirements of the BHC Act and the regulations of the Federal Reserve.

Acquisition of Banks

The BHC Act requires every bank holding company to obtain the Federal Reserve’s prior approval before:

 

acquiring direct or indirect ownership or control of any voting shares of any bank if, after the acquisition, the bank holding company will, directly or indirectly, own or control 5% or more of the bank’s voting shares;

 

acquiring all or substantially all of the assets of any bank; or

 

merging or consolidating with any other bank holding company.

Additionally, the BHC Act provides that the Federal Reserve may not approve any of the above transactions if such transaction would result in or tend to create a monopoly or substantially lessen competition or otherwise function as a restraint of trade, unless the anti-competitive effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the community to be served. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks concerned and the convenience and needs of the community to be served. The Federal Reserve’s consideration of financial resources includes a focus on capital adequacy, which is discussed in the section titled “Item 1. Business—Regulation and Supervision—Capital Adequacy.” The Federal Reserve also considers the effectiveness of the institutions in combating money laundering, including a review of the anti-money laundering program of the acquiring bank holding company and the anti-money laundering compliance records of a bank to be acquired as part of the transaction. Finally, the Federal Reserve takes into consideration the extent to which the proposed transaction would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.

Under the BHC Act, if well-capitalized and well-managed, we or any other bank holding company located in Tennessee may purchase a bank located outside of Tennessee without regard to whether such transaction is prohibited under state law. Conversely, a well-capitalized and well-managed bank holding company located outside of Tennessee may purchase a bank located inside Tennessee without regard to whether such transaction is prohibited under state law. In each case, however, state law may place restrictions on the acquisition of a bank that has only been in existence for a limited amount of time or will result in concentrations of deposits exceeding limits specified by statute. For example, Tennessee law currently prohibits a bank holding company from acquiring control of a Tennessee-based financial institution until the target financial institution has been in operation for at least three years.

Change in Bank Control

Subject to various exceptions, the BHC Act and the Change in Bank Control Act, together with related regulations, require Federal Reserve approval prior to any person or company acquiring “control” of a bank holding company. Under a rebuttable presumption established by the Federal Reserve pursuant to the Change in Bank Control Act, the acquisition of 10% or more of a class of voting stock of a bank holding company would constitute acquisition of “control” of the bank holding company if no other person will own, control, or hold the power to vote a greater percentage of that class of voting stock immediately after the transaction or the bank holding company has registered securities under the Exchange Act. In addition, any person or group of persons acting in concert must obtain the approval of the Federal Reserve under the BHC Act before acquiring 25% (or 5% in the case of an acquirer that is already a bank holding company) or more of the outstanding voting stock of a bank holding company, the right to control in any manner the election of a majority of the company’s directors, or otherwise obtaining control or a “controlling influence” over the bank holding company.

Permitted Activities

Under the BHC Act, a bank holding company is generally permitted to engage in or acquire direct or indirect control of the voting shares of any company engaged in the following activities:

 

banking or managing or controlling banks; and

 

any activity that the Federal Reserve determines to be so closely related to banking as to be a proper incident to the business of banking.

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Activities that the Federal Reserve has found to be so closely related to banking as to be a proper incident to the business of banking include:

 

factoring accounts receivable;

 

making, acquiring, brokering or servicing loans and usual related activities in connection with the foregoing;

 

leasing personal or real property under certain conditions;

 

operating a non-bank depository institution, such as a savings association;

 

engaging in trust company functions in a manner authorized by state law;

 

financial and investment advisory activities;

 

discount securities brokerage activities;

 

underwriting and dealing in government obligations and money market instruments;

 

providing specified management consulting and counseling activities;

 

performing selected data processing services and support services;

 

acting as an agent or broker in selling credit life insurance and other types of insurance in connection with credit transactions; and

 

performing selected insurance underwriting activities.

The Federal Reserve may order a bank holding company or its subsidiaries to terminate any of these activities or to terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding company’s continued ownership, activity or control constitutes a serious risk to the financial safety, soundness, or stability of it or any of its bank subsidiaries.

Support of Subsidiary Institutions

The Federal Deposit Insurance Act and Federal Reserve policy require a bank holding company to serve as a source of financial and managerial strength to its bank subsidiaries. As a result of a bank holding company’s source of strength obligation, a bank holding company may be required to provide funds to a bank subsidiary in the form of subordinate capital or other instruments which qualify as capital under bank regulatory rules. Any loans from the holding company to such subsidiary banks likely would be unsecured and subordinated to such bank’s depositors and perhaps to other creditors of the bank.

Repurchase or Redemption of Securities

A bank holding company is generally required to give the Federal Reserve prior written notice of any purchase or redemption of its own then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve order or directive, or any condition imposed by, or written agreement with, the Federal Reserve. The Federal Reserve has adopted an exception to this approval requirement for well-capitalized bank holding companies that meet certain conditions.

Bank Regulation and Supervision

Our bank is subject to extensive federal and state banking laws and regulations that impose restrictions on and provide for general regulatory oversight of the operations of our bank. These laws and regulations are generally intended to protect the safety and soundness of our bank and our bank’s depositors, rather than our shareholders. The following discussion describes the material elements of the regulatory framework that applies to our bank.

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Since our bank is a commercial bank chartered under the laws of the state of Tennessee and is a member of the Federal Reserve System, it is primarily subject to the supervision, examination and reporting requirements of the Federal Reserve and the TDFI. The Federal Reserve and the TDFI regularly examine our bank’s operations and have the authority to approve or disapprove mergers, the establishment of branches and similar corporate actions. Both regulatory agencies have the power to take enforcement action to prevent the development or continuance of unsafe or unsound banking practices or other violations of law. Our bank’s deposits are insured by the FDIC to the maximum extent provided by law. Our bank is also subject to numerous federal and state statutes and regulations that affect its business, activities and operations.

Branching

Under current Tennessee law, our bank may open branch offices throughout Tennessee with the prior approval of, or prior notice to, the TDFI and the Federal Reserve. In addition, with prior regulatory approval, our bank may acquire branches of existing banks located in Tennessee. Under federal law, our bank may establish branch offices with the prior approval of the Federal Reserve. While prior law imposed various limits on the ability of banks to establish new branches in states other than their home state, the Dodd-Frank Act allows a bank to branch into a new state by setting up a new branch if, under the laws of the state in which the branch is to be located, a state bank chartered by that state would be permitted to establish the branch. This makes it much simpler for banks to open de novo branches in other states.

FDIC Insurance and Other Assessments

The Bank pays deposit insurance assessments to the Deposit Insurance Fund, which is determined through a risk-based assessment system. The Bank’s deposit accounts are currently insured by the Deposit Insurance Fund, generally up to a maximum of $250,000 per separately insured depositor. The Bank pays assessments to the FDIC for such deposit insurance. Under the current assessment system, the assessment rate is determined by the risk category assigned to an institution based on the institution’s most recent supervisory and capital evaluations which are designed to measure risk, with riskier institutions paying a higher assessment rate. Under the FDIA, the FDIC may terminate a bank’s deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, agreement or condition imposed by the FDIC.

In addition, all FDIC-insured institutions were required to pay assessments to the FDIC to fund interest payments on bonds issued by the Financing Corporation, or FICO, a federal government corporation established to recapitalize the predecessor to the Savings Association Insurance Fund. The final FICO assessment collection occurred in March 2019.

Community Reinvestment Act

The Community Reinvestment Act (“CRA”) requires that, in connection with examinations of financial institutions within their respective jurisdictions, the federal banking agencies will evaluate the record of each financial institution in meeting the needs of its local community, including low- and moderate-income neighborhoods. Our bank’s record of performance under the CRA is publicly available. A bank’s CRA performance is also considered in evaluating applications seeking approval for mergers, acquisitions, and new offices or facilities. Failure to adequately meet these criteria could result in additional requirements and limitations being imposed on the bank. Additionally, we must publicly disclose the terms of certain CRA-related agreements. As of December 31, 2020 the Bank had a CRA rating of “Satisfactory.”

Interest Rate Limitations

Interest and other charges collected or contracted for by our bank are subject to applicable state usury laws and federal laws concerning interest rates.

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Federal Laws Applicable to Consumer Credit and Deposit Transactions

Our bank’s loan and deposit operations are subject to a number of federal consumer protection laws, including:

 

the Federal Truth in Lending Act, governing disclosures of credit terms to consumer borrowers;

 

the Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the communities it serves;

 

the Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, color, religion, national origin, sex, marital status or certain other prohibited factors in all aspects of credit transactions;

 

the Fair Credit Reporting Act, or FCRA, governing the use and provision of information to credit reporting agencies;

 

the Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by debt collectors;

 

the Service Members Civil Relief Act, governing the repayment terms of, and property rights underlying, secured obligations of persons in military service;

 

the Gramm-Leach-Bliley Act, governing the disclosure and safeguarding of sensitive non-public personal information of our clients;

 

the Right to Financial Privacy Act, imposing a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

 

the Electronic Funds Transfer Act governing automatic deposits to and withdrawals from deposit accounts and clients’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; and

 

the rules and regulations of the CFPB and various federal agencies charged with the responsibility of implementing these federal laws.

Capital Adequacy

Pursuant to the Dodd-Frank Act, under the adopted regulations, the Basel member central bank and federal bank regulators approved the Basel Capital Adequacy Accord, or Basel III. The U.S. Basel III rule’s minimum capital to risk-weighted assets, or RWA, requirements are as follows: (1) a common equity Tier 1 capital ratio of 4.5%, (2) a Tier 1 capital ratio of 6.0%, and (3) a total capital ratio of 8.0%. The minimum leverage ratio (Tier 1 capital to total assets) is 4.0%. The rule also changed the definition of capital, mainly by adopting stricter eligibility criteria for regulatory capital instruments, and new constraints on the inclusion of minority interests, mortgage-servicing assets, deferred tax assets, and certain investments in the capital of unconsolidated financial institutions. In addition, the U.S. Basel III rule requires that most regulatory capital deductions be made from common equity Tier 1 capital.

Under the U.S. Basel III rule, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must maintain a capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements. The buffer is measured relative to RWA. Phase-in of the capital conservation buffer requirements began on January 1, 2016, and the requirements became fully phased in on January 1, 2019. A banking organization maintaining capital levels in excess of the fully phased-in capital conservation buffer of 2.5% would not be subject to limits on capital distributions or discretionary bonus payments; however, a banking organization with a buffer of less than 2.5% would be subject to increasingly stringent limitations as the buffer approaches zero. A banking organization also would be prohibited from making distributions or discretionary bonus payments during any quarter if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter. Effectively, the Basel III framework requires us to meet minimum risk-based capital ratios of (i) 7% for common equity Tier 1 capital, (ii) 8.5% Tier 1 capital, and (iii) 10.5% total capital. The eligible retained income of a banking organization is defined as its net income for the four calendar quarters preceding the current calendar quarter, based on the organization’s quarterly regulatory reports, net of any distributions and associated tax effects not already reflected in net income. With the capital conservation buffer fully phased in, the minimum capital requirements plus the capital conservation buffer will exceed the prompt corrective action, or PCA, well-capitalized thresholds.

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Generally, banking organizations of our size became subject to the U.S. Basel III rule on January 1, 2015, while the capital conservation buffer and the deductions from common equity Tier 1 capital phased in over time. Failure to meet statutorily mandated capital guidelines or more restrictive ratios separately established for a banking institution could subject the institution to a variety of enforcement remedies available to federal regulatory authorities, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting or renewing brokered deposits, limitations on the rates of interest that the institution may pay on its deposits, and other restrictions on its business.

Prompt Corrective Action

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) establishes a system of “prompt corrective action” (“PCA”) to resolve the problems of undercapitalized insured depository institutions. Under this system, the federal banking regulators have established five capital categories (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) into which all insured depository institutions are placed. The federal banking agencies have specified by regulation the relevant capital thresholds and other qualitative requirements for each of those categories. For an insured depository institution to be “well capitalized” under the PCA framework, it must have a common equity Tier 1 capital ratio of 6.5%, Tier 1 capital ratio of 8.0%, a total capital ratio of 10.0%, and a Tier 1 leverage ratio of 5.0%, and must not be subject to any written agreement, order or capital directive, or prompt corrective action directive issued by its primary federal regulator to meet and maintain a specific capital level for any capital measure. As of December 31, 2020, our bank qualified for the “well capitalized” category.

Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. For example, institutions in all three undercapitalized categories are automatically restricted from paying distributions and management fees, whereas only an institution that is significantly undercapitalized or critically undercapitalized is restricted in its compensation paid to senior executive officers. Generally, subject to a narrow exception, the banking regulator must appoint a receiver or conservator for an institution that is critically undercapitalized.

An institution that is categorized as undercapitalized, significantly undercapitalized, or critically undercapitalized is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. A bank holding company must guarantee that a subsidiary depository institution meets its capital restoration plan, subject to various limitations. The controlling holding company’s obligation to fund a capital restoration plan is limited to the lesser of (i) 5% of an undercapitalized subsidiary’s assets at the time it became undercapitalized and (ii) the amount required to meet regulatory capital requirements. An undercapitalized institution is also generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new markets or product offerings, except under an accepted capital restoration plan or with Federal Reserve approval.

The regulations also establish procedures for downgrading an institution to a lower capital category based on supervisory factors other than capital.

Liquidity

Financial institutions are subject to significant regulatory scrutiny regarding their liquidity positions. This scrutiny has increased during recent years, as the economic downturn that began in the late 2000s negatively affected the liquidity of many financial institutions. Various bank regulatory publications, including Federal Reserve SR 10-6 (Funding and Liquidity Risk Management) and FDIC Financial Institution Letter FIL-84-2008 (Liquidity Risk Management), address the identification, measurement, monitoring and control of funding and liquidity risk by financial institutions.

Any increased liquidity requirements applied to us or our bank generally would be expected to cause us or our bank to invest assets more conservatively—and therefore at lower yields—than we and our bank otherwise might invest. Such lower-yield investments likely would reduce our revenue stream, and in turn our earnings potential.

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Payment of Dividends

We are a legal entity separate and distinct from our bank. Our principal source of cash flow, including cash flow to pay dividends to our shareholders, is dividends our bank pays to us as our bank’s sole shareholder. Statutory and regulatory limitations apply to our bank’s payment of dividends to us as well as to our payment of dividends to our shareholders. The requirement that a bank holding company must serve as a source of strength to its subsidiary banks also results in the position of the Federal Reserve that a bank holding company should not maintain a level of cash dividends to its shareholders that places undue pressure on the capital of its bank subsidiaries or that can be funded only through additional borrowings or other arrangements that may undermine the bank holding company’s ability to serve as a source of strength. Our ability to pay dividends is also subject to the provisions of Tennessee corporate law which prevents payment of dividends if, after giving effect to such payment, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus any amounts needed to satisfy any preferential rights if we were dissolving. In addition, in deciding whether or not to declare a dividend of any particular size, our board of directors must consider our and our bank’s current and prospective capital, liquidity, and other needs.

The TDFI also regulates our bank’s dividend payments. Under Tennessee law, a state-chartered bank may not pay a dividend without prior approval of the Commissioner of the TDFI if the total of all dividends declared by its board of directors in any calendar year will exceed (i) the total of its retained net income for that year, plus (ii) its retained net income for the preceding two years.

Our bank’s payment of dividends may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Under FDICIA, a depository institution may not pay any dividends if payment would cause it to become undercapitalized or if it already is undercapitalized. Moreover, the federal agencies have issued policy statements providing that bank holding companies and insured banks should generally only pay dividends out of current operating earnings.

Restrictions on Transactions with Affiliates and Insiders

Our bank is subject to Section 23A of the Federal Reserve Act, which places limits on the amount of the bank’s transactions with its affiliates.

Subject to various exceptions, the total amount of the bank’s transactions with affiliates is limited in amount, as to any one affiliate, to 10% of a bank’s capital and surplus and, as to all affiliates combined, to 20% of a bank’s capital and surplus. In addition to the limitation on the amount of these transactions, transactions with affiliates also must meet specified collateral requirements and safety and soundness requirements. Our bank must also comply with provisions prohibiting the acquisition of low-quality assets from an affiliate.

Our bank is also subject to Section 23B of the Federal Reserve Act, which, among other things, prohibits a bank from engaging in transactions with affiliates, as well as other types of transactions set forth in Section 23B, unless the transactions are on terms substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions with nonaffiliated companies.

Our bank is also subject to restrictions on extensions of credit to its executive officers, directors, principal shareholders and their related interests. These extensions of credit (i) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions between the bank and third parties, and (ii) must not involve more than the normal risk of repayment or present other unfavorable features. There are also individual and aggregate limitations on loans to insiders and their related interests. The aggregate amount of insider loans generally cannot exceed the institution’s total unimpaired capital and surplus. Insiders and banks are subject to enforcement actions for knowingly entering into insider loans in violation of applicable restrictions.

Single Borrower Credit Limits

Under Tennessee law, total loans and extensions of credit to a borrower may not exceed 15% of our bank’s capital, surplus and undivided profits. However, such loans may be in excess of that percentage, but not above 25%, if each loan in excess of 15% is first submitted to and approved in advance in writing by the board of directors and a record is kept of such written approval and reported to the board of directors quarterly.

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Commercial Real Estate Concentration

In December 2006, the federal banking regulators issued guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” to address increased concentrations in commercial real estate, or CRE, loans. In addition, in December 2015, the federal banking agencies issued additional guidance entitled “Statement on Prudent Risk Management for Commercial Real Estate Lending.” Together, these guidelines describe the criteria the agencies will use as indicators to identify institutions potentially exposed to CRE concentration risk. An institution that has (i) experienced rapid growth in CRE lending, (ii) notable exposure to a specific type of CRE, (iii) total reported loans for construction, land development, and other land representing 100% or more of the institution’s capital, or (iv) total CRE loans representing 300% or more of the institution’s capital, and the outstanding balance of the institutions CRE portfolio has increased by 50% or more in the prior 36 months, may be identified for further supervisory analysis of the level and nature of its CRE concentration risk. As of December 31, 2020, our bank’s total CRE loans represented 242% of total capital.

Privacy

Financial institutions are required to disclose their policies for collecting and protecting non-public personal information of their clients. Clients generally may prevent financial institutions from sharing non-public personal information with nonaffiliated third parties except under certain circumstances, such as the processing of transactions requested by the consumer or when the financial institution is jointly offering a product or service with a nonaffiliated financial institution. Additionally, financial institutions generally are prohibited from disclosing consumer account numbers to any nonaffiliated third party for use in telemarketing, direct mail marketing or other marketing to consumers.

Consumer Credit Reporting

The Fair Credit Reporting Act (“FCRA”) imposes, among other things:

 

requirements for financial institutions to develop policies and procedures to identify potential identity theft and, upon the request of a consumer, to place a fraud alert in the consumer’s credit file stating that the consumer may be the victim of identity theft or other fraud;

 

requirements for entities that furnish information to consumer reporting agencies to implement procedures and policies regarding the accuracy and integrity of the furnished information and regarding the correction of previously furnished information that is later determined to be inaccurate;

 

requirements for mortgage lenders to disclose credit scores to consumers in certain circumstances; and

 

limitations on the ability of a business that receives consumer information from an affiliate to use that information for marketing purposes.

Anti-Terrorism and Money Laundering Legislation

Our bank is subject to the Bank Secrecy Act and USA Patriot Act. These statutes and related rules and regulations impose requirements and limitations on specified financial transactions and accounts and other relationships intended to guard against money laundering and terrorism financing. Our bank has established an anti-money laundering program pursuant to the Bank Secrecy Act and customer identification program pursuant to the USA Patriot Act. The bank also maintains records of cash purchases of negotiable instruments, files reports of certain cash transactions exceeding $10,000 (daily aggregate amount), and reports suspicious activity that might signify money laundering, tax evasion, or other criminal activities pursuant to the Bank Secrecy Act. Our bank otherwise has implemented policies and procedures to comply with the foregoing requirements.

Overdraft Fees

Federal Reserve Regulation E restricts banks’ abilities to charge overdraft fees. The rule prohibits financial institutions from charging fees for paying overdrafts on ATM and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft service for those types of transactions.

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The Dodd-Frank Act

As final rules and regulations implementing the Dodd-Frank Act have been adopted, this new law has significantly changed and is significantly changing the bank regulatory framework and affected the lending, deposit, investment, trading and operating activities of banks and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act will depend on the rules and regulations that implement it.

A number of the effects of the Dodd-Frank Act are described or otherwise accounted for in various parts of this “Supervision and Regulation” section. The following items provide a brief description of certain other provisions of the Dodd-Frank Act that may be relevant to us and our bank.

 

The Dodd-Frank Act created the CFPB with broad powers to supervise and enforce consumer financial protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority with respect to enumerated consumer financial protection laws over all banks with more than $10 billion in assets. Institutions with less than $10 billion in assets will continue to be examined for compliance with consumer financial protection laws by their primary federal regulator.

 

The Dodd-Frank Act imposed new requirements regarding the origination and servicing of residential mortgage loans. The law created a variety of new consumer protections, including limitations, subject to exceptions, on the manner by which loan originators may be compensated and an obligation on the part of lenders to verify a borrower’s “ability to repay” a residential mortgage loan. Final rules implementing these latter statutory requirements became effective in 2014.

 

The Dodd-Frank Act eliminated the federal prohibitions on paying interest on demand deposits effective one year after the date of its enactment, thus allowing businesses to have interest-bearing checking accounts. Depending on competitive responses, this significant change to existing law could have an adverse impact on our interest expense.

 

The Dodd-Frank Act addresses many investor protection, corporate governance and executive compensation matters that will affect most U.S. publicly traded companies. The Dodd-Frank Act (i) requires publicly traded companies to give shareholders a non-binding vote on executive compensation and golden parachute payments; (ii) enhances independence requirements for compensation committee members; (iii) requires national securities exchanges to require listed companies to adopt incentive-based compensation clawback policies for executive officers; (iv) authorizes the SEC to promulgate rules that would allow shareholders to nominate their own candidates using a company’s proxy materials; and (v) directs the federal banking regulators to issue rules prohibiting incentive compensation that encourages inappropriate risks.

As noted above, many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on us. However, we expect compliance with the Dodd-Frank Act and its implementing regulations will result in additional operating and compliance costs that could have a material adverse effect on our business, financial condition and results of operations.

The Volcker Rule

On December 10, 2013, five U.S. financial regulators, including the Federal Reserve, adopted a final rule implementing the “Volcker Rule.” The Volcker Rule was created by Section 619 of the Dodd-Frank Act, which generally prohibits any “banking entity” from engaging in proprietary trading or retaining an ownership interest in, sponsoring, or having certain relationships with covered funds (i.e., hedge funds or private equity funds).  In addition, the Volcker Rule requires each regulated entity to establish an internal compliance program that is consistent with the extent to which it engages in activities covered by the Volcker Rule.  

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On October 8, 2019, the agencies finalized revisions to the Volcker Rule that, among other things, simplified and streamlined compliance requirements for banking entities that do not have significant trading activities, while banking entities with significant trading activity would become subject to more stringent compliance requirements.  Further, the revisions to the Volcker Rule implemented Section 203 of the Economic Growth, Regulatory Relief, and Consumer Protection Act (EGRRCPA), which amended the definition of “banking entity” to exclude certain community banks from the definition of insured depository institution, the general result of which was to exclude such banks and their affiliates and subsidiaries from the scope of the Volcker Rule.  Under EGRRCPA, a community bank and its affiliates are generally excluded from the definition of “banking entity” if the bank and all companies that control the bank have total consolidated assets equal to $10 billion or less and trading assets and liabilities equal to five percent or less of total consolidated assets.  These revisions became effective on January 1, 2020, with a required compliance date of January 1, 2021.

Limitations on Incentive Compensation

In April 2016, the Federal Reserve and other federal financial agencies re-proposed restrictions on incentive-based compensation pursuant to Section 956 of the Dodd-Frank Act for financial institutions with $1 billion or more in total consolidated assets. For institutions with at least $1 billion but less than $50 billion in total consolidated assets, such as the Company and our bank, the proposal imposes principles-based restrictions that are broadly consistent with existing interagency guidance on incentive-based compensation. Such institutions are prohibited from entering into incentive compensation arrangements that encourage inappropriate risks by the institution (1) by providing an executive officer, employee, director, or principal shareholder with excessive compensation, fees, or benefits, or (2) that could lead to material financial loss to the institution. The proposal also imposes certain governance and recordkeeping requirements on institutions of the Company’s and our bank’s size. The Federal Reserve reserves the authority to impose more stringent requirements on institutions of the Company’s and our bank’s size. We do not expect this proposal to significantly impact our business.

Cybersecurity and Privacy

Cybersecurity is a high-priority item for legislators and regulators at the federal and state levels, as well as internationally. State and federal banking regulators have issued various policy statements and, in some cases, regulations, emphasizing the importance of technology risk management and supervision. Such policy statements and regulations indicate that financial institutions should design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. A financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyberattack involving destructive malware. A financial institution is expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyberattack. These requirements, including state regulatory rules such as the detailed and extensive cybersecurity rules issued in 2016 by the New York State Department of Financial Services, may cause us to incur significant additional compliance costs and in some cases may impact our growth prospects. Additionally, if we fail to observe federal or state regulatory guidance, we could be subject to various regulatory sanctions, including financial penalties.

In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and store sensitive data. We employ an in-depth, layered, defensive approach that leverages people, processes and technology to manage and maintain cybersecurity controls. We also employ a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding the strength of our defensive measures, the threat from cyberattacks is severe, as attacks are sophisticated and increasing in volume and complexity, and attackers respond rapidly to changes in defensive measures. Our systems and those of our customers and third-party service providers are under constant threat, and it is possible that we or they could experience a significant event in the future that could adversely affect our business or operations. As cybersecurity threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. Financial expenditures may also be required to meet regulatory changes in the information security and cybersecurity domains. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as the expanding use of internet banking, mobile banking and other technology-based products and services by us and our customers. See “Item 1A. – Risk Factors” in this Annual Report for a further discussion of risks related to cybersecurity.

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Federal statutes and regulations, including the Gramm-Leach-Bliley Act (“GLBA”) and the Right to Financial Privacy Act of 1978, limit our ability to disclose non-public information about consumers, customers and employees to nonaffiliated third parties. Specifically, the GLBA requires us to disclose our privacy policies and practices relating to sharing non-public information and enables retail customers to opt out of our ability to share information with unaffiliated third parties under certain circumstances. The GLBA also requires us to implement a comprehensive information security program that includes administrative, technical and physical safeguards to ensure the security and confidentiality of customer records and information and, if applicable state law is more protective of customer privacy than the GLBA, financial institutions, including our bank, will be required to comply with such state law. Other laws and regulations impact our ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes. These regulations affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. In connection with the regulations governing the privacy of consumer financial information, the federal banking agencies, including the FDIC, have adopted guidelines for establishing information security standards and programs to protect such information.

Proposed or new legislation and regulations may also significantly increase our compliance cost and impede our ability to grow into specific markets. There are a number of proposals that have either recently been adopted or are currently pending before federal, state, and foreign legislative and regulatory bodies. For example, the European Union adopted the General Data Protection Regulation (the “GDPR”), which became effective on May 25, 2018. In addition, California passed the California Consumer Privacy Act of 2018 (the “CCPA”) on June 28, 2018. Both the GDPR and the CCPA impose additional obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is stored. In the event of a data breach, there are mandatory reporting requirements that may hamper the ability to fully assess an incident prior to external reporting. We must maintain awareness of additional legal and regulatory requirements that apply to existing and future subsets of the customer base for protection against legal, reputational, and financial risk due to compliance failures.

AVAILABLE INFORMATION

We file reports with the SEC including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements, as well as any amendments to those reports and statements. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports and statements filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are also accessible at no cost on our website at http://www.ir.capstarbank.com after they are electronically filed with the SEC. Reference to our website does not constitute incorporation by reference of the information contained on the website and should not be considered part of this Report.

We have also posted our Corporate Governance Guidelines, Code of Ethics and Conflicts of Interest Policy for directors, officers and employees, and the charters of our Audit and Risk Committee, Nominating and Corporate Governance Committee, Community Affairs Committee, Compensation and Human Resources Committee and Credit Committee of our board of directors on the Corporate Governance section of our website at www.ir.capstarbank.com. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Corporate Governance Guidelines, Code of Ethics and Conflicts of Interest Policy, or current committee charters on our website. We will also provide a copy of our Corporate Governance Guidelines, Code of Ethics and Conflicts of Interest Policy, and any committee charters without charge upon written request sent to 1201 Demonbreun Street, Suite 700, Nashville, Tennessee 37203, Attention: Investor Relations.

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ITEM 1A.  RISK FACTORS

We are subject to numerous risks, and the material risks that management believe affect our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations are described below. Many of these risks are beyond our control, though efforts are made to manage those risks while optimizing financial and operational results.  You should carefully read and consider the following risks factors.  The occurrence of any of the following risks, as well as risks of which we are currently unaware or currently deem immaterial, could materially and adversely affect our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.  As a result, the trading price of shares of our common stock could decline and you could lose all or part of your investment.  In addition, the following risks and other information in this Report or incorporated into this Report by reference, including our Consolidated Financial Statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” should be carefully considered before investing in shares of our common stock.

Some statements in the following risk factors constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Report.

Risks Related To Our Business

Our business, financial condition, and results of operations may be adversely affected by global pandemics, including the recent COVID-19 pandemic.

Our business, financial condition, and results of operations have been and may be adversely affected if the COVID-19 pandemic continues to interfere with the ability of our employees, vendors, customers, financing sources, or others to conduct business or continues to negatively affect consumer confidence or the economy.

In March 2020, the World Health Organization (WHO) characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. The United States declared a national emergency concerning the pandemic, and multiple states and municipalities have declared public health emergencies. Along with these declarations, there have been extraordinary and wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions across the United States and the world, including quarantines and “stay-at-home” orders and similar mandates for many individuals to restrict daily activities substantially and for many businesses to curtail or cease normal operations. Although some restrictions have eased in some jurisdictions, there have been increasing rates of COVID-19 infection in regions across the United States and the world in recent months, which have yet to show substantial signs of decline, and some areas are re-imposing closures and other restrictions due to such increasing rates of COVID-19 cases. As a result, the COVID-19 pandemic is significantly affecting, and is likely to continue to affect, overall economic conditions in the United States.

The pandemic is a widespread health crisis that has affected large segments of the global economy, resulting in a rapidly changing market and economic activities. The pandemic and any preventative or protective actions that governments, our customers or suppliers or we may take, in addition to those already in place, with respect to COVID-19 may have a material adverse effect on our business, including business shutdowns or disruptions for an indefinite period of time, or reduced consumer demand. Any additional financial impact cannot be estimated reasonably at this time but may materially affect our business, financial condition, or results of operations. The extent to which COVID-19 continues to affect our results will depend on future developments, including whether there are additional outbreaks, mutations or related strains of the virus in locations where we operate, and the availability of, and prevalence of access to, effective medical treatments and vaccines for COVID-19, which are highly uncertain and cannot be predicted.

We are uncertain of the potential long-term impacts of the pandemic on our business, and the severity, duration, and timing of the business and economic impacts from the continuing, unprecedented public health effort to contain and combat the spread of COVID-19, which has previously included, and may in the future include, among other things, significant volatility in financial markets and a sharp decrease in the value of equity securities, including our common stock.


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As a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex ways by weak economic conditions.

Our business and operations, which primarily consist of lending money to clients in the form of loans, borrowing money from clients in the form of deposits and investing in securities, are sensitive to general business and economic conditions in the United States. If the U.S. economy weakens, our growth and profitability from our lending, deposit and investment operations could be constrained. Uncertainty about the federal fiscal policymaking process, the medium- and long-term fiscal outlook of the federal government, and future tax rates is a concern for businesses, consumers and investors in the United States. In addition, economic and other conditions in foreign countries could affect the stability of global financial markets, which could hinder United States economic growth. As an example, the continued fallout of the global pandemic has resulted in wide reaching shutdown of certain businesses regions in which we operate. Depending on future developments (including the extent of the virus’s spread and the measures, such as quarantines and travel restrictions, taken to contain such spread), the outbreak may adversely affect economic conditions in the United States generally and our markets in particular.

Weak economic conditions are characterized by numerous factors; such as deflation, fluctuations in debt and equity capital markets, a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased delinquencies on mortgage, consumer and commercial loans, residential and commercial real estate price declines and lower home sales and commercial activity. The current economic environment is also characterized by interest rates at near historically low levels, which impacts our ability to attract deposits and to generate attractive earnings through our loan and investment portfolios. All of these factors can individually or in the aggregate be detrimental to our business, and the interplay between these factors can be complex and unpredictable. Adverse economic conditions could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Our business and operations are concentrated in our Target Market, and we are more sensitive than our more geographically diversified competitors to adverse changes in the local economy.

Unlike with many of our larger competitors that maintain significant operations located outside our market area, substantially all of our clients are individuals and businesses located and doing business in our Target Market. As of December 31, 2020, approximately 95% of the loans in our loan portfolio (measured by dollar amount) were made to borrowers who live or conduct business in our Target Market. Therefore, our success will depend upon the general economic conditions in this area, which we cannot predict with certainty. As a result, our operations and profitability may be more adversely affected by a local economic downturn in our Target Market than those of larger, more geographically diverse competitors. For example, the Nashville, Tennessee economy is particularly sensitive to changes in the healthcare service, music and entertainment and hospitality and tourism industries, among others. A downturn in these industries or in the local economy generally could make it more difficult for our borrowers to repay their loans and may lead to loan losses that are not offset by operations in other markets; it may also reduce the ability of depositors to make or maintain deposits with us. For these reasons, any regional or local economic downturn that affects our Target market, or existing or prospective borrowers or depositors in our Target Market could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

From time to time, our bank may provide financing to clients who own or have companies or properties located outside our Target Market. In such cases, we would face similar local market risk in those communities for these clients.

Competition from financial institutions and other financial service providers may adversely affect our profitability.

The banking business is highly competitive, and we experience competition in our market from many other financial institutions. We compete with commercial banks, credit unions, savings and loan associations, mortgage banking firms, internet banks, consumer finance companies, securities brokerage firms, insurance companies, money market funds, and other mutual funds, as well as other community banks and super-regional and national financial institutions that operate offices in our service area. These competitors often have far greater resources than we do and are able to conduct more intensive and broader-based promotional efforts to reach both commercial and individual clients. Our competitors may be able to offer more attractive interest rates and other financial terms than we choose or have the capability to offer. Some of our non-bank competitors are not subject to the same extensive regulations we are and, therefore, may have greater flexibility in competing for business.

We compete with these other financial institutions both in attracting deposits and in making loans. In addition, we must attract our client base from other existing financial institutions and from new residents. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of

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consolidation in the financial services industry. Our profitability depends upon our continued ability to successfully compete with an array of financial institutions in our service area.

Our ability to compete successfully will depend on a number of factors, including, among other things:

 

our ability to recruit and retain experienced and talented bankers at competitive compensation levels;

 

our ability to build and maintain long-term client relationships while ensuring high ethical standards and safe and sound banking practices;

 

the scope, relevance and pricing of products and services that we offer;

 

client satisfaction with our products and services;

 

industry and general economic trends; and

 

our ability to keep pace with technological advances and to invest in new technology.

Increased competition could require us to increase the rates that we pay on deposits or lower the rates that we offer on loans, which could reduce our profitability. We derive a substantial majority of our business from our Target Market, which is a highly competitive banking market. Our failure to compete effectively in our market could restrain our growth or cause us to lose market share, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

As a bank that focuses on building comprehensive banking relationships with clients, our reputation is critical to our business, and damage to it could have a material adverse effect on us.

A key differentiating factor for our business is the strong brand we are building in our Target Market. Through our branding, we communicate to the market about our company and the products and services we offer. Maintaining a positive reputation is critical to our attracting and retaining clients and employees. Adverse perceptions of us could make it more difficult for us to execute on our strategy. Harm to our reputation can arise from many sources, including actual or perceived employee misconduct, misconduct by our outsourced service providers or other counterparties, litigation or regulatory actions, our failure to meet our standards of service and quality and compliance failures. Negative publicity regarding us or our bank, whether or not accurate, may damage our reputation, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Credit and Interest Rate Risks

We target small and medium sized businesses as loan clients, who may have greater credit risk than larger borrowers.

We target small and medium sized businesses as loan clients. Because of their size, these borrowers may be less able to withstand competitive, economic or financial pressures than larger borrowers in periods of economic weakness. If loan losses occur at a level where the allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease.

Our concentration of large loans to a limited number of borrowers may increase our credit risk.

Our growth over the last several years has been partially attributable to our ability to originate and retain large loans. In addition to regulatory limits to which our bank is subject, we have established an internal policy limiting loans to one borrower, principal or guarantor based on “total exposure” which represents the aggregate exposure of economically related borrowers for approval purposes; loans in excess of our internal limit require acknowledgment by our bank’s full board of directors. Many of these loans have been made to a small number of borrowers, resulting in a concentration of large loans to certain borrowers. As of December 31, 2020, our 25 largest borrowing relationships accounted for approximately 13% of our total loan portfolio. Along with other risks inherent in these loans, such as the deterioration of the underlying businesses or property securing these loans, this high concentration of borrowers presents a risk to our lending operations. If any one of these borrowers becomes unable to repay its loan obligations as a result of economic or market conditions, or personal circumstances, such as divorce or death, our non-accrual loans and our allowance for loan losses could increase significantly, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations. To mitigate this risk, we establish internal lending limits tied to the borrower’s risk profile, seek collateral, and involve increasing levels of senior management and board involvement in the approval of large loan relationships.

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Lack of seasoning of our loan portfolio could increase risk of credit defaults in the future.

As a result of our growth over the past several years, as of December 31, 2020, approximately 69% of our loan portfolio had been originated since December 31, 2017, including new originations and renewals. In general, loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process referred to as “seasoning.” As a result, a portfolio of older loans will usually behave more predictably than a newer portfolio. Because a large portion of our portfolio is relatively new, the current level of delinquencies and defaults may not represent the level of delinquencies and defaults that could occur as the portfolio becomes more seasoned and may not serve as a reliable basis for predicting the health and nature of our loan portfolio. Our limited experience with these loans does not provide us with a significant payment history pattern with which to judge future collectability. As a result, it may be difficult to predict the future performance of our loan portfolio. If delinquencies and defaults increase, we may be required to increase our allowance for loan losses, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We may not be able to adequately assess and limit our credit risk, which could adversely affect our profitability.

A primary component of our business involves making loans to clients. The business of lending is inherently risky because the principal of or interest on the loan may not be repaid timely or at all or the value of any collateral supporting the loan may be insufficient to cover our outstanding exposure. These risks may be affected by the strength of the borrower’s business sector and local, regional and national market and economic conditions. Our risk management practices, such as monitoring our loan applicants and the concentration of our loans and our credit approval practices, may not adequately assess credit risk, and our credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions affecting clients and the quality of the loan portfolio. A failure to effectively assess and limit the credit risk associated with our loan portfolio could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Repayment of our leveraged loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value.

Our leveraged loans are primarily commercial in nature. Frequently, these loans have a secondary source of repayment that is directly correlated with the primary source of repayment. Leveraged borrowers may have a diminished ability to adjust to unexpected events and changes in business conditions because of a higher ratio of liabilities to capital, and in some cases, reliance is placed on enterprise value as a secondary source of repayment. The repayment of leveraged loans depends primarily on the cash flow and credit worthiness of the borrower and on enterprise value as a secondary source of repayment. To mitigate this risk, we give enhanced scrutiny to leveraged loan transactions, assess risk probabilities using benchmarks obtained from external rating agencies, and engage higher levels of senior management and board involvement in the approval and ongoing review of leveraged loan relationships. Highly Levered Transaction (“HLT”) loan balances to customers amounted to $70.1 million, or 3.7% of our total loan portfolio as of December 31, 2020.

Our allowance for loan losses may prove to be insufficient to absorb losses inherent in our loan portfolio.

We maintain an allowance for loan losses that represents management’s best estimate of the loan losses and risks inherent in our loan portfolio. The level of the allowance reflects management’s continuing evaluation of concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for loan losses is highly subjective and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes in a relatively short time period. Inaccurate management assumptions, continuing deterioration of economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require us to increase our allowance for loan losses. In addition, our regulators, as an integral part of their examination process, periodically review our loan portfolio and the adequacy of our allowance for loan losses and may require adjustments based upon judgments that are different than those of management. Further, if actual charge-offs in future periods exceed the amounts allocated to the allowance for loan losses, we may need to increase our provision for loan losses to restore the adequacy of our allowance for such losses. If we are required to materially increase our level of allowance for loan losses for any reason, our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations could be materially and adversely affected.

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The healthcare service industry is an integral component of the local economy, and adverse trends in the healthcare service industry could have a material adverse effect on us.

The healthcare service industry is an integral segment of the local economy in our Target Market.  As of December 31, 2020, approximately 8% of our loan portfolio was composed of loans to borrowers in the healthcare service industry. Adverse trends in the healthcare service industry may have a negative impact on a significant portion of the Company’s borrowers and clients. The healthcare service industry may be affected by the following:

 

trends in the method of delivery of healthcare services;

 

competition among healthcare providers;

 

consolidation of large health insurers;

 

lower reimbursement rates from government and commercial payors, high uncompensated care expense, investment losses and limited admissions growth pressuring operating profit margins for healthcare providers;

 

availability of capital;

 

credit downgrades;

 

liability insurance expense;

 

regulatory and government reimbursement uncertainty resulting from changes to laws governing the delivery of healthcare services and reimbursement of providers of healthcare services;

 

congressional efforts to repeal and federal court cases challenging the legality of certain aspects of the Patient Protection and Affordable Care Act and the Healthcare and Education Reconciliation Act of 2010;

 

health reform initiatives to address healthcare costs through expanded value-based purchasing programs, bundled provider payments, health insurance exchanges, increased patient cost-sharing, geographic payment variations, comparative effectiveness research, lower payments for hospital readmissions, and shared risk-and-reward payment models such as accountable care organizations;

 

federal and state government plans to reduce budget deficits and address debt ceiling limits by lowering healthcare provider Medicare and Medicaid payment rates, while requiring increased patient access to care;

 

equalizing Medicare payment rates across different facility-type settings;

 

heightened health information technology security standards and the meaningful use of electronic health records by healthcare providers;

 

Pandemics which could result in the extended shutdown or restriction of certain healthcare related businesses and services; and

 

potential tax law changes affecting healthcare providers.

These changes, among others, could adversely affect the economic performance of some or all of our borrowers and clients in the healthcare services industry and, in turn, have a materially negative impact on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Our commercial real estate loan portfolio exposes us to credit risks that may be greater than the risks related to other types of loans.

Our loan portfolio includes non-owner-occupied commercial real estate loans, or CRE loans, to individuals and businesses for various purposes, which are secured by commercial properties, as well as construction and land development loans. CRE loans typically involve repayment dependent upon income generated, or expected to be generated, by the property securing the loan in amounts sufficient to cover operating expenses and debt service. Weak economic conditions or other market factors can result in increased vacancy rates for retail, office and industrial property. The availability of such income for repayment may be adversely affected by changes in the economy or local market conditions. These loans expose us to greater credit risk than loans secured by other types of collateral because the collateral securing these loans is typically more difficult to liquidate under adverse conditions. Additionally, non-owner-occupied CRE loans generally involve relatively large balances to single borrowers or related groups of borrowers. Unexpected deterioration in the credit quality of our non-owner-occupied CRE loan portfolio could require us to increase our allowance for loan losses, which would reduce our profitability and could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.  We mitigate these risks both in our selection criteria for borrowers and project sponsors and in our general practice of requiring cash equity contributions substantially in excess of Supervisory Loan to Value limits as set forth in Appendix A of Part 365 – Interagency Guidelines for Real Estate Lending Policies.

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A prolonged downturn in the real estate market could result in losses and adversely affect our profitability.

As of December 31, 2020, approximately 25% of our loan portfolio was composed of non-owner occupied commercial real estate loans, 9% of owner occupied commercial real estate loans, 18% consumer real estate loans, and 9% construction and land development loans. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. A decline in real estate values could further impair the value of our collateral and our ability to sell the collateral upon any foreclosure, which would likely require us to increase our allowance for loan losses. In the event of a default with respect to any of these loans, the amounts we receive upon sale of the collateral may be insufficient to recover the outstanding principal and interest on the loan. If we are required to re-value the collateral securing a loan to satisfy the debt during a period of reduced real estate values or to increase our allowance for loan losses, our profitability could be adversely affected, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Regulatory requirements affecting our loans secured by commercial real estate could limit our ability to leverage our capital and adversely affect our growth and profitability.

The federal banking agencies have indicated their view that banks with high concentrations of loans secured by commercial real estate are subject to increased risk and should implement robust risk management policies and maintain higher capital than regulatory minimums to maintain an appropriate cushion against loss that is commensurate with the perceived risk. Guidance from the Federal banking agencies identify institutions potentially exposed to CRE concentration risk as those that have (i) experienced rapid growth in CRE lending, (ii) notable exposure to a specific type of CRE, (iii) total reported loans for construction, land development and other land loans representing 100% or more of the institution’s capital, or (iv) total CRE loans representing 300% or more of the institution’s capital if the outstanding balance of the institution’s CRE loan portfolio has increased 50% or more during the prior 36 months. Because a significant portion of our loan portfolio is dependent on commercial real estate, a change in the regulatory capital requirements applicable to us or a decline in our regulatory capital could limit our ability to leverage our capital as a result of these policies, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We engage in lending secured by real estate and may be forced to foreclose on the collateral and own the underlying real estate, subjecting us to the costs and potential risks associated with the ownership of the real property.

Since we originate loans secured by real estate, we may have to foreclose on the collateral property to protect our investment and may thereafter own and operate such property, in which case we would be exposed to the risks inherent in the ownership of real estate.  The amount that we, as a mortgagee, may realize after a default is dependent upon factors outside of our control, including, but not limited to:

 

general or local economic conditions;

 

environmental cleanup liability;

 

neighborhood assessments;

 

interest rates;

 

real estate tax rates;

 

operating expenses of the mortgaged properties;

 

supply of and demand for rental units or properties;

 

ability to obtain and maintain adequate occupancy of the properties;

 

zoning laws;

 

governmental and regulatory rules;

 

fiscal policies; and

 

natural disasters.

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Our inability to manage the amount of costs or size of the risks associated with the ownership of real estate, or write-downs in the value of other real estate owned, could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are subject to risks associated with home equity products where we are in a second lien position that could materially adversely affect our performance.

Risks associated with home equity products where we are in a second lien position could materially adversely affect our performance. Home equity products, particularly those where we are in a second lien position, and particularly those in certain geographic areas, may carry a higher risk of non-collection than other loans. Home equity lending includes both home equity loans and lines of credit. Of our $146 million home equity portfolio at December 31, 2020, approximately $138.2 million were home equity lines of credit and $7.8 million were closed-end home equity loans (primarily originated as amortizing loans). This type of lending, which is secured by a first or second mortgage on the borrower's residence, allows customers to borrow against the equity in their home. Real estate market values at the time of origination directly affect the amount of credit extended, and, in addition, past and future changes in these values impact the depth of potential losses. Second lien position lending carries higher credit risk because any decrease in real estate pricing may result in the value of the collateral being insufficient to cover the second lien after the first lien position has been satisfied. As of December 31, 2020, approximately $86.1 million of our home equity lines and loans were in a second lien position.

We have several large depositor relationships, the loss of which could force us to fund our business through more expensive and less stable sources.

As of December 31, 2020, our ten largest non-brokered depositors accounted for approximately 14% of our total deposits. Withdrawals of deposits by any one of our largest depositors could force us to rely more heavily on borrowings and other sources of funding for our business and withdrawal demands, adversely affecting our net interest margin and results of operations. We may also be forced, as a result of any withdrawal of deposits, to rely more heavily on other, potentially more expensive and less stable funding sources. Consequently, the occurrence of any of these events could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Correspondent banking introduces unique risks, which could affect our liquidity.

Although correspondent banking provides diversification of our funding base, it introduces a unique set of risks. Increases in the federal funds rate could create liquidity issues within the bank as it competes with the interest on reserves rate paid by the Federal Reserve Bank. Additionally, strong industry-wide loan demand could also create liquidity issues as excess balances held at CapStar Bank by our correspondent banks would presumably be redeployed by those banks into new loans. Further, capital inadequacy or asset quality issues at other institutions could result in increased risk to us due to the potential for large deposit withdrawals. If any of the foregoing were to occur, our liquidity could be materially and adversely affected.

Liquidity risk could impair our ability to fund operations and meet our obligations as they become due, and our funding sources may be insufficient to fund our future growth.

Liquidity is essential to our business. Liquidity risk is the potential that we will be unable to meet our obligations as they come due because of an inability to liquidate assets or obtain adequate funding. An inability to raise funds, at competitive rates or at all, through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. In particular, approximately 82% of our bank’s deposits as of December 31, 2020 were checking accounts and other liquid deposits, which are payable on demand or upon several days’ notice, while by comparison, 63% of the assets of our bank were loans at December 31, 2020, which cannot be called or sold in the same time frame. Our access to funding sources in amounts adequate to finance our activities or on terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general.

Factors that could negatively impact our access to liquidity sources include a decrease of our business activity as a result of a downturn in the markets in which our loans are concentrated, adverse regulatory action against us, or our inability to attract and retain deposits. Market conditions or other events could also negatively affect the level or cost of funding, affecting our ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations and fund asset growth and new business transactions at a reasonable cost, in a timely manner and without adverse consequences. For example, we rely on deposits, federal funds purchased and advances from the Federal Home Loan Bank of Cincinnati (“FHLB”) to fund our operations. Although we have historically been able to replace maturing deposits and advances if desired, we may not be able to replace such funds in the future if, among other things, our financial condition, the financial condition of the FHLB or market conditions were to change. In such

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a circumstance, we may seek additional borrowings to achieve our long-term business objectives; however, they may not be available to us on favorable terms or at all.

Additionally, whole loan sale agreements may require us to repurchase or substitute mortgage loans, or indemnify buyers against losses, in the event we breach representations or warranties to purchasers, guarantors and insurers, including government-sponsored entities, about the mortgage loans and the manner in which they were originated. In addition, we may be required to repurchase mortgage loans as a result of early payment default of the borrower on a mortgage loan. If repurchase and indemnity demands increase and such demands are valid claims and are in excess of our provision for potential losses, our liquidity, results of operations and financial condition may be adversely affected.

Any substantial, unexpected or prolonged change in the level or cost of liquidity could have a material adverse effect on our ability to meet deposit withdrawals and other client needs, which could have a material adverse effect on our asset growth, new business transactions, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are subject to interest rate risk, which could adversely affect our profits.

Our profits, like that of most financial institutions, depends to a large extent on our net interest income, which is the difference between our interest income on interest-earning assets, such as loans and investment securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowings. Our interest rate sensitivity profile was asset sensitive as of December 31, 2020, meaning that our net interest income would increase from rising interest rates and decline in response due to falling interest rates. However, many assumptions are used to model the impact of interest rate fluctuations on our net interest income. Due to the inherent use of these estimates and assumptions, our models may not be an accurate indicator of how our interest income will be affected by changes in interest rates.

Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and securities and the interest we pay on deposits and borrowings but could also affect our ability to originate loans and obtain deposits, the fair value of our financial assets and liabilities, and the average duration of our assets. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings.

In addition, an increase in interest rates could also have a negative impact on our results of operations by reducing the ability of borrowers to repay their current loan obligations. These circumstances could not only result in increased loan defaults, foreclosures and charge-offs, but also necessitate further increases to the allowance for loan losses which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Changes in monetary policy and government responses to adverse economic conditions such as inflation and deflation may have an adverse effect on our business, financial condition and results of operations.

Our financial condition and results of operations are affected by credit policies of monetary authorities, particularly the Board of Governors of the Federal Reserve System. Actions by monetary and fiscal authorities, including the Federal Reserve, could lead to inflation, deflation, or other economic phenomena that could adversely affect our financial performance. The primary impact of inflation on our operations most likely will be reflected in increased operating costs. Conversely, deflation generally will tend to erode collateral values and diminish loan quality.

Strategic Risks

Our business strategy includes the continuation of our growth plans, and we could be negatively affected if we fail to grow or fail to manage our growth effectively.

We intend to continue pursuing our growth strategy for our business through organic growth of our loan and deposit portfolio as well as through strategic acquisitions. Our prospects must be considered in light of the risks, expenses and difficulties that can be encountered by financial service companies in rapid growth stages, which include the risks associated with the following:

 

maintaining loan quality;

 

maintaining adequate management personnel and information systems to oversee such growth;

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maintaining adequate control and compliance functions;

 

obtaining regulatory approvals with respect to acquisitions;

 

entry into new markets, industries, and product areas; and

 

the costs associated with identifying and pursuing strategic transactions; and

 

securing capital and liquidity needed to support anticipated growth.

We may not be able to expand our presence in our existing market or new markets. Our ability to grow successfully will depend on a variety of factors, including the continued availability of desirable business opportunities, the competitive responses from other financial institutions in our market areas, the availability of capital to fund growth opportunities and our ability to manage our growth. Failure to manage our growth effectively could adversely affect our ability to successfully implement our business strategy, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Our bank’s size presents multiple challenges that may restrict our growth and prevent us from effectively implementing our business strategy, such as our regulatory and internal lending limits and our ability to effectively leverage our infrastructure to implement our business strategy.

We are limited in the amount our bank can loan in the aggregate to a single borrower or related borrowers by the amount of the bank’s capital. CapStar Bank is a Tennessee-chartered bank and therefore is subject to the legal lending limits of the state of Tennessee and federal law. Tennessee and federal legal lending limits are safety and soundness measures intended to prevent one person or a relatively small and economically related group of persons from borrowing an unduly large amount of a bank’s funds. They are also intended to safeguard a bank’s depositors by diversifying the risk of loan losses among a relatively large number of credit-worthy borrowers engaged in various types of businesses. Under Tennessee law, total loans and extensions of credit to a borrower generally may not exceed 15% of our bank’s capital, surplus and undivided profits. However, such loans may be in excess of that percentage, but not above 25%, if each loan in excess of 15% is first submitted to and approved in advance in writing by the board of directors and a record is kept of such written approval and reported to the board of directors quarterly. We have also established an internal limit on loans to one borrower to be between $8 million and $15 million, depending upon the underlying risk rating of the borrower. Loans in excess of our internal limit are noted as a policy exception and require acknowledgment by our bank’s full board of directors. Based upon our bank’s current capital levels, the amount it may lend is significantly less than that of many of our larger competitors and may discourage potential borrowers who have credit needs in excess of the bank’s lending limit from doing business with us. Our bank accommodates larger loans by selling participations in those loans to other financial institutions, but this strategy may not always be available. If we are unable to compete effectively for loans from our target clients, we may not be able to effectively implement our business strategy, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Our growth strategy involves strategic acquisitions, and we may not be able to overcome risks associated with such transactions.

We plan to continue to explore opportunities to acquire other financial institutions and businesses in or around our existing Target Market or in comparable markets or that would provide scale, low cost of funds, non-interest income or products that are additive to our existing products and services. Our acquisition activities could be material to our business and involve a number of risks, including the following:

 

the need to raise new capital;

 

the time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, resulting in our management’s attention being diverted from the operation of our existing business;

 

the lack of history among our management team in working together on acquisitions and related integration activities;

 

the time, expense, difficulty, and uncertainty of integrating the operations and personnel of the combined businesses;

 

an inability to realize expected synergies or returns on investment;

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failure to discover the existence of liabilities during the due diligence process;

 

exposure to unknown or contingent liabilities for which we may not be indemnified;

 

potential disruption of our ongoing banking business; and

 

a loss of key employees or key clients following an acquisition.

We may not be successful in overcoming these risks or any other problems encountered in connection with potential acquisitions. In addition, we may not be successful in identifying prospective transactions, making it difficult to implement our growth strategy. Our inability to overcome these risks could have an adverse effect on our ability to implement our business strategy and enhance shareholder value, which, in turn, could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Our continued pace of growth may require us to raise additional capital in the future to fund such growth, and the unavailability of additional capital on terms acceptable to us could adversely affect us or our growth.

We believe that we have sufficient capital to meet our capital needs for our immediate growth plans. However, we will continue to need capital to support our longer-term growth plans. If capital is not available on favorable terms when we need it, we may have to either issue common stock or other securities on less than desirable terms or reduce our rate of growth until market conditions become more favorable. Either of such events could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Operational Risks

The fair value of our investment securities could fluctuate because of factors outside of our control, which could have a material adverse effect on us.

Factors beyond our control could significantly affect the fair value of our investment securities. These factors include, but are not limited to, rating agency actions in respect of the securities, defaults by the issuer or with respect to the underlying securities, and changes in market interest rates and continued instability in the capital markets. Any of these factors, among others, could cause other-than-temporary impairments, or OTTI, and realized and/or unrealized losses in future periods and declines in earnings and/or other comprehensive income (loss), which could materially and adversely affect our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations. The process for determining whether impairment of a security is OTTI usually requires complex, subjective judgments about the future financial performance and liquidity of the issuer, any collateral underlying the security as well as the Company’s intent and ability to hold the security for a sufficient period of time to allow for any anticipated recovery in fair value in order to assess the probability of receiving all contractual principal and interest payments on the security. Our failure to assess any impairments or losses with respect to our securities could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Deterioration in the fiscal position of the U.S. federal government and downgrades in the U.S. Department of the Treasury and federal agency securities could adversely affect us and our banking operations.

The long-term outlook for the fiscal position of the U.S. federal government is uncertain, as illustrated by the 2011 downgrade by certain rating agencies of the credit rating of the U.S. government and federal agencies.

However, in addition to causing economic and financial market disruptions, any future downgrade, failure to raise the U.S. statutory debt limit, or deterioration in the fiscal outlook of the U.S. federal government, could, among other things, materially adversely affect the market value of the U.S. and other government and governmental agency securities that we hold, the availability of those securities as collateral for borrowing, and our ability to access capital markets on favorable terms. In particular, such events could increase interest rates and disrupt payment systems, money markets, and long-term or short-term fixed income markets, adversely affecting the cost and availability of funding, which could negatively affect our profitability. Also, the adverse consequences of any downgrade could extend to those to whom we extend credit and could adversely affect their ability to repay their loans. Any of these developments could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

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We are subject to losses resulting from fraudulent and negligent acts on the part of loan applicants, our borrowers, other third parties, and our employees.

When we originate loans, we rely heavily upon information supplied by third parties, including the information contained in the loan application, property appraisal, title information and employment and income documentation. If any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected prior to loan funding, the fair value of the loan may be significantly lower than expected. Whether a misrepresentation is made by the loan applicant, the borrower, another third party or one of our employees, we generally bear the risk of loss associated with the misrepresentation. The persons and entities involved in such a misrepresentation are often difficult to locate, and we are often unable to collect any monetary losses that we have suffered from them.

We may bear costs associated with the proliferation of computer theft and cyber-crime.

We necessarily collect, use and hold sensitive data concerning individuals and businesses with whom we have a banking relationship. Threats to data security, including unauthorized access and cyber-attacks, rapidly emerge and change, exposing us to additional costs for protection or remediation and competing time constraints to secure our data in accordance with client expectations and statutory and regulatory requirements. Although we actively invest in the security of our technological infrastructure, it is not feasible to defend against every risk posed by rapid technological development and the increasing sophistication of cyber criminals. Patching and other measures to protect existing systems and servers could be inadequate, especially on systems that are being retired. Controls employed by our information technology department and third-party vendors could prove inadequate. We could also experience a breach by intentional or negligent conduct on the part of our employees or other internal sources, software bugs or other technical malfunctions, or other causes. As a result of any of these threats, our client accounts may become vulnerable to account takeover schemes or cyber-fraud. Our systems and those of our third-party vendors may also become vulnerable to damage or disruption due to circumstances beyond our or their control, such as from network failures, viruses and malware, power anomalies or outages, natural disasters and catastrophic events.

A breach of our security or the security of our third-party vendors that results in unauthorized access to our data could expose us to a disruption or challenges relating to our daily operations as well as to data loss, litigation, damages, fines and penalties, client notification requirements, significant increases in compliance costs, and reputational damage, any of which could individually or in the aggregate have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Our risk management framework may not be effective in mitigating risks and/or losses to us.

Our risk management framework is comprised of various processes, systems and strategies and is designed to manage the types of risk to which we are subject, including, among others, credit, liquidity, capital, financial performance, asset/liability, operational, compliance and regulatory, Community Reinvestment Act, or CRA, strategic and reputational, information technology and legal. Our framework also includes financial or other modeling methodologies that involve management assumptions and judgment. Our risk management framework may not be effective under all circumstances, including if our management fails to follow our credit policies and procedures, and thus, it may not adequately mitigate any risk or loss to us. If our framework is not effective, we could suffer unexpected losses and our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations could be materially and adversely affected. We may also be subject to potentially adverse regulatory consequences.

We depend on our information technology and telecommunications systems, and any systems failures or interruptions could adversely affect our operations and financial condition.

We rely heavily on communications and information systems to conduct our business. Any failure or interruption in the operation of these systems could impair or prevent the effective operation of our client relationship management, general ledger, deposit, lending or other functions. While we have policies and procedures designed to prevent or limit the effect of a failure or interruption in the operation of our information systems, there can be no assurance that any such failures or interruptions will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures or interruptions impacting our information systems could damage our reputation, result in a loss of clients, and expose us to additional regulatory scrutiny, civil litigation, and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

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We are dependent upon outside third parties for the processing and handling of our records and data.

We rely on software developed by third-party vendors to process various transactions. In some cases, we have contracted with third parties to run their proprietary software on our behalf. These systems include, but are not limited to, general ledger, payroll, employee benefits, loan and deposit processing, and securities portfolio accounting. For example, one vendor provides our core banking system through a service bureau arrangement. While we perform a review of controls instituted by the applicable vendors over these programs in accordance with industry standards and perform our own testing of user controls, we rely on the continued maintenance of controls by these third-party vendors, including safeguards over the security of client data. We may incur a temporary disruption in our ability to conduct business or process transactions, or incur damage to our reputation, if the third-party vendor fails to adequately maintain internal controls or institute necessary changes to systems. We may need to switch third-party service providers from time-to-time, which could result in disruption to our business processes, damage to our reputation and a breach of our data security measures. Such a disruption or breach of security may have a material adverse effect on our business. In addition, we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms or at all.

We encounter technological change continually and have fewer resources than certain of our competitors to invest in technological improvements.

The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. In addition to serving clients better, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our success will depend in part on our ability to address our clients’ needs by using technology to provide products and services that will satisfy client demands for convenience, as well as to create additional efficiencies in our operations. Certain of our competitors have substantially greater resources to invest in technological improvements than us, and in the future, we may not be able to implement new technology-driven products and services timely, effectively or at all or be successful in marketing these products and services to our clients. As these technologies are improved in the future, we may, in order to remain competitive, be required to make significant capital expenditures, which may increase our overall expenses and have a material adverse effect on our net income. There is also no guarantee that any such investment in these products and services will create additional efficiencies in our operations.

We may be adversely affected by the lack of soundness of other financial institutions.

Our ability to engage in routine funding transactions could be adversely affected by the actions and soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty, and other relationships. We have exposure to different industries and counterparties, and through transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, and other institutional clients. Defaults by, or even rumors or questions about, one or more financial services companies, or the financial services industry generally, have led to market-wide liquidity problems in the past and could lead to losses or defaults by us or by other institutions in the future. These losses or defaults could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are subject to environmental liability risk associated with our lending activities.

In the course of our business, we may purchase real estate, or we may foreclose on and take title to real estate. As a result, we could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. Any significant environmental liabilities could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

By engaging in derivative transactions, we are exposed to additional credit and market risk.

We use interest rate swaps to help manage our interest rate risk from recorded financial assets and liabilities when they can be demonstrated to effectively hedge a designated asset or liability and the asset or liability exposes us to interest rate risk. Hedging interest rate risk is a complex process, requiring sophisticated models and routine monitoring, and is

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not a perfect science. As a result of interest rate fluctuations, hedged assets and liabilities will appreciate or depreciate in market value. The effect of this unrealized appreciation or depreciation will generally be offset by income or loss on the derivative instruments that are linked to the hedged assets and liabilities. We also have derivatives that result from a service we provide to certain qualifying clients approved through our credit process, and therefore, are not used to manage interest rate risk in our assets or liabilities. By engaging in derivative transactions, we are exposed to credit and market risk. If the counterparty fails to perform, credit risk exists to the extent of the uncollateralized fair value gain in the derivative. Market risk exists to the extent that interest rate changes cause the value of our derivatives to decline – though to the extent the derivatives are effective hedges, changes in the value of derivative derivatives could be largely offset by changes in the fair value of the hedged item. The existence of credit and market risk associated with our derivative instruments could adversely affect our net interest income and, therefore, could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.

Many aspects of our business involve substantial risk of legal liability. From time to time, we are, or may become, the subject of lawsuits and related legal proceedings, governmental and self-regulatory agency information-gathering requests, reviews, investigations and proceedings and other forms of regulatory inquiry, including by bank regulatory agencies, the Securities and Exchange Commission, or SEC, and law enforcement authorities. The results of such proceedings could lead to significant civil or criminal penalties, including monetary penalties, damages, adverse judgments, settlements, fines, injunctions, restrictions on the way in which we conduct our business, or reputational harm.

Although we establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated, we may not have accruals for all legal proceedings where we face a risk of loss. In addition, due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal proceedings, amounts accrued may not represent the ultimate loss to us from the legal proceedings or government or other inquiries. Thus, our ultimate losses may be higher, and possibly materially so, than the amounts accrued for legal loss contingencies, which could adversely affect our financial condition and results of operations.

Our Target Market is susceptible to floods, tornados and other natural disasters, adverse weather events, nuclear fallout from nuclear plants in East Tennessee and acts of God, which may adversely affect our business and operations.

Substantially all of our business and operations are located in our Target Market, which is an area that has recently been damaged by floods and tornadoes and that is susceptible to other natural disasters, adverse weather events, nuclear fallout from nuclear plants in East Tennessee and acts of God. Natural disasters, adverse weather events and acts of God can disrupt our operations, cause widespread property damage, and severely depress the local economies in which we operate. Any economic decline as a result of natural disasters, adverse weather events or acts of God can reduce the demand for loans and our other client solutions as well as client ability to repay such loans. In addition, the rates of delinquencies, foreclosures, bankruptcies and losses on loan portfolios may increase substantially, as uninsured property losses or sustained job interruption or loss may materially impair the ability of borrowers to repay their loans. Moreover, the value of real estate or other collateral that secures the loans could be materially and adversely affected by natural disasters, adverse weather events or acts of God. Therefore, natural disasters, adverse weather events or acts of God could result in decreased revenue and loan losses that have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Our internal controls over financial reporting may not be effective, and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

We are not currently required to comply with SEC rules that implement Section 404(b) of the Sarbanes-Oxley Act and are, therefore, not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. We will be required to comply with these rules upon ceasing to be an emerging growth company, as defined in the JOBS Act. We will cease to be an emerging growth company on December 31, 2021, which is the last day of our fiscal year following the fifth anniversary of the date of completion of our initial public offering.

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When evaluating our internal controls over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404(b) of the Sarbanes-Oxley Act. Further, the cost of any such compliance with Section 404(b) of the Sarbanes-Oxley Act could be substantial and have a material effect on our cash flows and earnings. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented, or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404(b) of the Sarbanes-Oxley Act. We cannot be certain as to the timing of completion of our evaluation, testing, and any remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, our independent registered public accounting firm may issue an adverse opinion due to ineffective internal controls over financial reporting, and we may be subject to sanctions or investigations by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and hiring additional personnel. Any such action could negatively affect our results of operations and cash flows.

Uncertainties in the interpretation and application of the Tax Reform Act could materially affect our tax obligations and effective tax rate. 

The Tax Reform Act significantly changes how corporations in the United States are taxed. The Tax Reform Act requires complex computations to be performed that were not previously required by U.S. tax law, significant judgments to be made in interpretation of the provisions of the Tax Reform Act and significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of the Tax Reform Act will be applied or otherwise administered that is different from our interpretation. As a result, we have recorded a provisional estimate on the effect of the Tax Reform Act on our deferred tax assets in our financial statements. As additional regulatory guidance is issued by the applicable taxing authorities, as accounting treatment is clarified, as we perform additional analysis on the application of the Tax Reform Act, and as we refine estimates in calculating the effect, our final analysis, which will be recorded in the period completed, may be different from our current provisional amounts, which could materially affect our tax obligations and effective tax rate. The impact of the Tax Reform Act on our shareholders is uncertain and could be adverse. This Report does not discuss the manner in which the Tax Reform Act might affect our shareholders.  Accordingly, we encourage our shareholders to consult with their own legal and tax advisors with respect to the Tax Reform Act and the potential tax consequences of investing in our common stock.

We may be adversely impacted by the transition from LIBOR as a reference rate.

In 2017, the United Kingdom’s Financial Conduct Authority (“FCA”) announced that after 2021 it would no longer compel banks to submit the rates required to calculate the London Interbank Offered Rate (“LIBOR”). This announcement indicated that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021.

In November 2020, the benchmark administrator for LIBOR announced a consultation regarding its intention to cease the publication of 1 week and 2 month LIBOR as of December 31, 2021 and to cease publication of other LIBOR tenors as of June 30, 2023. Regulators in the United States and United Kingdom were supportive of this consultation and together with the benchmark administrator for LIBOR lay out a path forward in which banks should stop writing new USD LIBOR contracts by the end of 2021, while most legacy contracts will be able to mature before publication of LIBOR ceases. Following the consultation’s comment period, LIBOR’s administrator will share results of the consultation with the FCA and will publish a summary of consultation responses shortly thereafter.  

While November’s announcements provide important clarity in terms of plans, LIBOR’s administrator noted that the consultation is not an announcement that it will cease the provision of any LIBOR settings after December 31, 2021 or June 30, 2023.

Consequently, at this time, it is not possible to predict with certainty whether and to what extent banks will continue to provide submissions for the calculation of LIBOR. Similarly, it is not possible to predict whether LIBOR will continue to be viewed as an acceptable market benchmark, what rate or rates may become accepted alternatives to LIBOR, or what the effect of any such changes in views or alternatives may be on the markets for LIBOR-indexed financial instruments.

29


 

In particular, regulators, industry groups and certain committees (e.g., the Alternative Reference Rates Committee) have, among other things, published recommended fallback language for LIBOR-linked financial instruments, identified recommended alternatives for certain LIBOR rates (e.g., the Secured Overnight Financing Rate as the recommended alternative to U.S. Dollar LIBOR), and proposed implementations of the recommended alternatives in floating rate instruments. At this time, it is not possible to predict whether these specific recommendations and proposals will be broadly accepted, whether they will continue to evolve, and what the effect of their implementation may be on the markets for floating-rate financial instruments.

We have a significant number of loans, derivative contracts, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR, though the majority are scheduled to mature prior to the June 30, 2023 expected date for cessation of most LIBOR tenors. The transition from LIBOR could create considerable costs and additional risk. Since proposed alternative rates are calculated differently, payments under contracts referencing new rates will differ from those referencing LIBOR. The transition will change our market risk profiles, requiring changes to risk and pricing models, valuation tools, product design and hedging strategies. Furthermore, failure to adequately manage this transition process with our customers could adversely impact our reputation. Although we are currently unable to assess what the ultimate impact of the transition from LIBOR will be, failure to adequately manage the transition could have a material adverse effect on our business, financial condition and results of operations.

Changes in U.S. trade policies and other factors beyond our Company’s control, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition and results of operations.

There have been changes and discussions with respect to U.S. trade policies, legislation, treaties and tariffs, including trade policies and tariffs affecting other countries, including China, the European Union, Canada and Mexico and retaliatory tariffs by such countries. Tariffs and retaliatory tariffs have been imposed, and additional tariffs and retaliation tariffs have been proposed. Such tariffs, retaliatory tariffs or other trade restrictions on products and materials that our customers import or export, including among others, agricultural products, could cause the prices of our customers’ products to increase which could reduce demand for such products, or reduce our customer margins, and adversely impact their revenues, financial results and ability to service debt; which, in turn, could adversely affect our financial condition and results of operations. In addition, to the extent changes in the political environment have a negative impact on us or on the markets in which we operate our business, results of operations and financial condition could be materially and adversely impacted in the future. It remains unclear what the U.S. Administration or foreign governments will or will not do with respect to tariffs already imposed, additional tariffs that may be imposed, or international trade agreements and policies. A trade war or other governmental action related to tariffs or international trade agreements or policies has the potential to negatively impact ours and/or our customers' costs, demand for our customers' products, and/or the U.S. economy or certain sectors thereof and, thus, adversely impact our business, financial condition and results of operations.

Regulatory and Compliance Risks

We are subject to extensive regulation that could limit or restrict our business activities and impose financial requirements, such as minimum capital requirements, and could have a material adverse effect on our profitability.

We operate in a highly regulated industry and are subject to examination, supervision and comprehensive regulation by various federal and state agencies including the Federal Reserve and the TDFI. Regulatory compliance is costly and restricts certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, transactions with affiliates, treatment of our clients, and interest rates paid on deposits. We are also subject to financial requirements prescribed by our regulators such as minimum capitalization guidelines, which require us to maintain adequate capital to support our growth. Violations of various laws, even if unintentional, may result in significant fines or other penalties, including restrictions on branching or bank acquisitions and other activities. Recently, banks generally have faced increased regulatory sanctions and scrutiny particularly with respect to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, or USA Patriot Act, and other statutes relating to anti-money laundering compliance and client privacy. Recent legislation has substantially changed, and increased, federal regulation of financial institutions, and there may be significant future legislation (and regulations under existing legislation) that could have a further material effect on bank holding companies like us and banks like CapStar Bank.

The laws and regulations applicable to the banking industry could change at any time, and we cannot predict the effects of these changes on our business and profitability. Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies, our cost of compliance could adversely affect our ability to operate profitably.

30


 

Federal and state regulators periodically examine our business and may require us to remediate adverse examination findings or may take enforcement action against us.

The Federal Reserve and the TDFI periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, the Federal Reserve or the TDFI were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, they may take a number of different remedial actions as they deem appropriate. These actions include the power to require us to remediate any such adverse examination findings.

In addition, these agencies have the power to take enforcement action against us to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation of law or regulation or unsafe or unsound practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to direct the sale of subsidiaries or other assets, to limit dividends and distributions, to restrict our growth, to assess civil monetary penalties against us or our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance and place us into receivership or conservatorship. Any regulatory enforcement action against us could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are subject to numerous fair lending laws designed to protect consumers and failure to comply with these laws could lead to a wide variety of sanctions.

The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations prohibit discriminatory lending practices by financial institutions. The U.S. Department of Justice, federal banking agencies, and other federal agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an institution’s compliance with fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on product offerings. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

The Bank Secrecy Act, the USA Patriot Act and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and to file reports such as suspicious activity reports and currency transaction reports. We are required to comply with these and other anti-money laundering requirements. The federal banking agencies and Financial Crimes Enforcement Network are authorized to impose significant civil money penalties for violations of those requirements and have recently engaged in coordinated enforcement efforts against banks and other financial service providers with the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service, or IRS. We are also subject to increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control, or OFAC. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the requirement to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these circumstances could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Financial reform legislation has, among other things, tightened capital standards, created the Consumer Financial Protection Bureau and resulted in new regulations that are likely to increase our costs of operations.

As final rules and regulations implementing the Dodd-Frank Act have been adopted, this law has significantly changed the current bank regulatory framework and affected the lending, deposit, investment, trading and operating activities of banks and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act depends on the rules and regulations that implement it.

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Among many other changes, the Dodd-Frank Act eliminated the federal prohibitions on paying interest on demand deposits effective one year after the date of its enactment, thus allowing businesses to have interest-bearing checking accounts. Depending on competitive responses, this significant change to existing law could have an adverse impact on our interest expense. The Dodd-Frank Act permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor. The Dodd-Frank Act also directs the federal banking regulators to issue rules prohibiting incentive compensation that encourages inappropriate risks.

The Dodd-Frank Act created the Consumer Financial Protection Bureau, or the CFPB, with broad powers to supervise and enforce consumer financial protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks, including the authority to prohibit “unfair, deceptive or abusive” acts and practices.

As noted above, many aspects of the Dodd-Frank Act are subject to rulemaking and take effect over several years, making it difficult to anticipate the overall financial impact on us. However, compliance with the Dodd-Frank Act and its implementing regulations will result in additional operating and compliance costs that could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

We are required to act as a source of financial and managerial strength for our bank in times of stress.

Under federal law and long-standing Federal Reserve policy, we are expected to act as a source of financial and managerial strength to our bank, and to commit resources to support our bank if necessary. We may be required to commit additional resources to our bank at times when we may not be in a financial position to provide such resources or when it may not be in our, or our shareholders’ or creditors,’ best interests to do so. A requirement to provide such support is more likely during times of financial stress for us and our bank, which may make any capital we are required to raise to provide such support more expensive than it might otherwise be. In addition, any capital loans we make to our bank are subordinate in right of repayment to deposit liabilities of our bank. In the event of our bankruptcy, any commitment by us to a federal banking regulator to maintain the capital of our bank will be assumed by the bankruptcy trustee and entitled to priority of payment over general unsecured creditor claims.

Our FDIC deposit insurance premiums and assessments may increase.

The deposits of our bank are insured by the FDIC up to legal limits and, accordingly, subject it to the payment of FDIC deposit insurance assessments as determined according to the calculation described in “Supervision and Regulation—Bank Regulation and Supervision—FDIC Insurance and Other Assessments.” High levels of bank failures since the financial crisis and increases in the statutory deposit insurance limits have increased resolution costs to the FDIC and put significant pressure on the Deposit Insurance Fund. In order to maintain a strong funding position and restore the reserve ratios of the Deposit Insurance Fund following the financial crisis, the FDIC increased deposit insurance assessment rates and charged special assessments to all FDIC-insured financial institutions. Further increases in assessment rates or special assessments may occur in the future, especially if there are significant additional financial institution failures. Any future special assessments, increases in assessment rates or required prepayments in FDIC insurance premiums could reduce our profitability or limit our ability to pursue certain business opportunities, which could have a material adverse effect on our assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and results of operations.

Risks Related to Our Common Stock

Even though our common stock is currently traded on the Nasdaq Stock Market's Global Select Market, it has less liquidity than many other stocks quoted on a national securities exchange.

The trading volume in our common stock on the Nasdaq Global Select Market has been relatively low when compared with larger companies listed on the Nasdaq Global Select Market or other stock exchanges.  Because of this, it may be more difficult for shareholders to sell a substantial number of shares for the same price at which shareholders could sell a smaller number of shares.

We cannot predict the effect, if any, that future sales of our common stock in the market, or the availability of shares of common stock for sale in the market, will have on the market price of our common stock. We can give no assurance that sales of substantial amounts of common stock in the market, or the potential for large amounts of sales in the market, would not cause the price of our common stock to decline or impair our future ability to raise capital through sales of our common stock.

32


 

The market price of our common stock has fluctuated significantly, and may fluctuate in the future. These fluctuations may be unrelated to our performance. General market or industry price declines or overall market volatility in the future could adversely affect the price of our common stock, and the current market price may not be indicative of future market prices.

A future issuance or future issuances of stock could dilute the value of our common stock.

Our charter permits us to issue up to an aggregate of 25 million shares of common stock. As of December 31, 2020, 21,988,803 shares of our common stock were issued and outstanding, including 148,414 shares of restricted common stock that have yet to vest. Those shares outstanding do not include the potential issuance, as of December 31, 2020, of 193,255 shares of our common stock subject to issuance upon exercise of outstanding stock options under the Stock Incentive Plan, and 242,325 additional shares of our common stock that were reserved for issuance under the Stock Incentive Plan.  A future issuance of any new shares of our common stock would, and equity-related securities could, cause further dilution in the value of our outstanding shares of common stock.

Significant sales of our common stock by certain shareholders could affect the market value of our common stock.

On December 21, 2018, we filed a shelf registration statement (the “Shelf Registrations Statement”) with the SEC on Form S-3 registering 3,652,094 shares of our common stock held by certain of our long-time shareholders, representing about 20.7% of our total issued and outstanding common stock. The Shelf Registration Statement was declared effective by the SEC on March 28, 2019. Accordingly, these shares represent a significant number of our issued and outstanding shares of common stock, and, if sold in the market all at once or at about the same time, could depress the market price of our common stock and could further affect our ability to raise equity capital. Further, we cannot predict the size or the effect, if any, that sales of these shares, or the perception that such sales could occur, may have on the market price of our shares of common stock or our ability to raise additional capital through the sale of equity securities. Any significant sales of these shares could have a materially adverse impact on our affairs, assets, business, cash flows, condition (financial or otherwise), credit quality, financial performance, liquidity, short- and long-term performance goals, prospects and results of operations or the trading price of our common stock.

We have the ability to incur debt and pledge our assets, including our stock in our bank, to secure that debt.

We have the ability to incur debt and pledge our assets to secure that debt. Absent special and unusual circumstances, a holder of indebtedness for borrowed money has rights that are superior to those of holders of our common stock. For example, interest must be paid to a lender before dividends can be paid to our shareholders, and, in the case of liquidation, our borrowings must be repaid before we can distribute any assets to our shareholders. Furthermore, we would have to make principal and interest payments on our indebtedness, which could reduce our profitability or result in net losses on a consolidated basis even if our bank were profitable.

The rights of our common shareholders would likely be subordinate to the rights of the holders of any preferred stock that we may issue in the future.

Our charter authorizes our board of directors to issue an aggregate of up to five million shares of preferred stock without any further action on the part of our shareholders. Our board of directors also has the power, without shareholder approval, to set the terms of any series of preferred stock that may be issued, including voting rights, dividend rights, and preferences over our common stock with respect to dividends or in the event of a dissolution, liquidation or winding up and other terms. Accordingly, you should assume that any shares of preferred stock that we may issue in the future will also be senior to our common stock. In the event that we issue preferred stock in the future that has preference over our common stock with respect to payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of the holders of our common stock or the market price of our common stock could be adversely affected.

We and our bank are subject to capital and other legal and regulatory requirements which restrict our ability to pay dividends.

We are subject to certain restrictions on the payment of cash dividends as a result of banking laws, regulations and policies. In addition, because our bank is our only material asset, our ability to pay dividends to our shareholders depends on our receipt of dividends from the bank, which is also subject to restrictions on dividends as a result of banking laws, regulations and policies. 

33


 

We are an “emerging growth company,” and the reduced regulatory and reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company,” as described in the JOBS Act. For as long as we continue to be an emerging growth company we may take advantage of reduced regulatory and reporting requirements that are otherwise generally applicable to public companies. These include, without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced financial reporting requirements, reduced disclosure obligations regarding executive compensation, a potential exemption from new auditing standards adopted by the Public Company Accounting Oversight Board and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.

We will cease to be an “emerging growth company” on December 31, 2021, which is the last day of our fiscal year following the fifth anniversary of the date of completion of our initial public offering. Investors may find our common stock less attractive if we rely on these reduced regulatory and reporting requirements, which may result in a less active trading market and increased volatility in our stock price.

General Risks

We are dependent on the services of our management team and board of directors, and the unexpected loss of key personnel or directors may adversely affect our business and operations.

We are led by an experienced core management team with substantial experience in the markets that we serve, and our operating strategy focuses on providing products and services through long-term relationship managers and ensuring that our largest clients have relationships with our senior management team. Accordingly, our success depends in large part on the performance of these key personnel, as well as on our ability to attract, motivate and retain highly qualified senior and middle management. Competition for employees is intense, and the process of locating key personnel with the combination of skills and attributes required to execute our business plan may be lengthy. If any of our executive officers, other key personnel, or directors leaves us or our bank, our operations may be adversely affected. Additionally, our directors’ community involvement and diverse and extensive local business relationships are important to our success.

 

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

Our headquarters and main branch office are located at 1201 Demonbreun Street, Suites 700 and 103, respectively, Nashville, Tennessee 37203. The Company owns and leases retail bank branches located throughout Tennessee.

 

The Company leases certain premises and equipment under operating leases that expire at various dates, through 2032, and in most instances include options to renew or extend at market rates and terms.

 

General

From time to time, the Company is party to legal actions that are routine and incidental to its business.  Given the nature, scope and complexity of the extensive legal and regulatory landscape applicable to the Company’s business, including laws and regulations governing consumer protection, fair lending, fair labor, privacy, information security and anti-money laundering and anti-terrorism laws, the Company, like all banking organizations, is subject to heightened legal and regulatory compliance and litigation risk.  However, based upon available information and in consultation with legal counsel, management does not expect the ultimate disposition of any or a combination of these actions to have a material adverse effect on the Company’s assets, business, cash flow, condition (financial or otherwise), liquidity, prospects, results of operations, or trading price of its common stock.

 

Litigation Against Gaylon M. Lawrence & The Lawrence Group

On October 31, 2017, CapStar filed a complaint, captioned CapStar Financial Holdings, Inc. v. Gaylon M. Lawrence & The Lawrence Group, Case No. 3:17-cv-01421 (the “Action”), in the U.S. District Court for the Middle District of Tennessee, in connection with Mr. Lawrence and The Lawrence Group's acquisition of our common stock. The complaint alleges that defendants violated Section 13(d) of the Exchange Act by filing materially false and misleading

34


 

Schedules 13D regarding defendants' acquisition of a minority stake (1,156,675 shares) of our common stock. It also alleged that defendants violated the Change in Bank Control Act, 12 U.S.C. § 1817(j) (the "CBCA"), by attempting to acquire control of CapStar without first receiving approval from the Federal Reserve, and also that defendants violated Tennessee Code Section 45-2-107 by controlling banks without having registered as a bank holding company.

By order dated December 18, 2017, the court granted our motion for expedited discovery. Defendants have filed a motion to dismiss the Action as well as a separate motion to stay. The motion to stay was denied by the court on May 21, 2018.  On September 24, 2018, the court denied in part and granted in part defendants' motion to dismiss, permitting our claims that defendants violated Tennessee Code Section 45-2-107 under Section 13(d) of the Exchange Act to proceed.

Mr. Lawrence also filed an Interagency Notice of Change in Control pursuant to the CBCA with the Federal Reserve on October 30, 2017 ( the “Notice”), seeking permission to acquire up to 15% of the outstanding voting shares of our common stock. At the Federal Reserve's direction, on March 13, 2018, Mr. Lawrence requested that the Federal Reserve suspend processing of this Notice. On November 6, 2018, the Federal Reserve notified us that it has determined not to disapprove the Notice, subject to compliance by Mr. Lawrence and his affiliates with extensive representations and commitments set forth in correspondence between Mr. Lawrence and the Federal Reserve.  On November 19, 2019, Mr. Lawrence filed an amended Schedule 13D in which he asserted that the Federal Reserve’s determination not to disapprove his Notice has now expired, and in which Mr. Lawrence further stated that he “does not presently intend to file a new Interagency Notice of Change in Control with the Federal Reserve.”

On July 23, 2020, CapStar and Mr. Lawrence entered into a settlement agreement, whereby CapStar agreed to file a joint stipulation, dismissing the Action without prejudice. On July 24, 2020, CapStar filed the stipulation, which the court granted on July 24, 2020.

 

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

35


 

PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

CapStar Financial’s common stock is traded on the Nasdaq Global Select Market under the symbol “CSTR” and has traded on that market since September 22, 2016.  Prior to that time, there was no established public trading market for our stock.  

 

As of February 26, 2021, there were approximately 2,903 holders of record of shares of our common stock.

 

The following table shows information related to the repurchase of shares of common stock by the Company during the three months ended December 31, 2020.

 

 

 

Total number of

shares purchased (1)

 

 

Average price paid

per share

 

 

Total number of

shares purchased

as part of publicly

announced plan

(2)

 

 

Maximum amount that may

yet be purchased

under the plan

October 1 - October 31

 

 

2,324

 

 

$

9.81

 

 

 

 

 

$9.00 million

November 1 - November 30

 

 

 

 

 

 

 

 

 

 

$9.00 million

December 1 - December 31

 

 

203

 

 

 

12.39

 

 

 

 

 

$9.00 million

Total

 

 

2,527

 

 

$

10.02

 

 

 

 

 

$9.00 million

 

(1)

Activity represents shares of common stock withheld to pay purchase price and taxes due upon vesting of restricted shares and exercise of stock options.  

 

For information regarding securities authorized for issuance under the Company’s equity compensation plans, please see “Item 12. Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters”.

 

(2)

On March 10, 2020, the Board of Directors of the Company (the “Board”) authorized the Company to repurchase up to $9 million of shares of the Company’s common stock pursuant to a written plan that was entered into with Piper Sandler & Co. and that is intended to comply with applicable federal securities laws (the “Plan”). The Plan terminated by its terms on December 31, 2020, with no shares having been repurchased under the Plan.

 

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Stock Performance Graph

The following stock performance graph compares total shareholders return on our common stock for the period beginning at the close of trading on September 22, 2016 until December 31, 2020, with the cumulative total return of the NASDAQ Composite Index and the NASDAQ Bank Index for the same period.  Cumulative total return is computed by dividing the difference between the share price of our common stock at the end and the beginning of the measurement period by the share price of our common stock at the beginning of the measurement period. The performance graph assumes $100 is invested on September 22, 2016 in shares of our common stock, the NASDAQ Composite Index and the NASDAQ Bank Index and that dividends are reinvested into additional shares of common stock at the same frequency with which dividends are paid on such shares during the applicable fiscal year.  Historical stock price performance is not necessarily indicative of future stock price performance.  The information in this paragraph and the following stock performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.

 

 

37


 

 

 

CapStar Financial Holdings, Inc. (CSTR)

 

 

NASDAQ Composite Index (IXIC)

 

 

NASDAQ Bank Index (BKX)

 

09/22/2016

 

$

100

 

 

$

100

 

 

$

100

 

12/31/2016

 

 

138

 

 

 

104

 

 

 

129

 

12/31/2017

 

 

131

 

 

 

134

 

 

 

136

 

12/31/2018

 

 

93

 

 

 

131

 

 

 

113

 

12/31/2019

 

 

107

 

 

 

178

 

 

 

140

 

12/31/2020

 

 

96

 

 

 

259

 

 

 

130

 

 

Dividend Policy

Holders of shares of our voting and non-voting common and preferred stock are only entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for dividends. As a Tennessee corporation, we are not permitted to pay dividends if, after giving effect to such payment, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus any amounts needed to satisfy any preferential rights if we were dissolving.

Because we are a bank holding company and do not engage directly in business activities of a material nature, our ability to pay any dividends on our common stock depends, in large part, upon our receipt of dividends from our bank, which is also subject to numerous limitations on the payment of dividends under federal and state banking laws, regulations and policies. Pursuant to Tennessee law, our bank may not, without the prior approval of the Commissioner of the TDFI, pay any dividends to us in a calendar year in excess of the total of our bank’s net income for that year plus the retained net income for the preceding two years. For additional information, see “Item 1. Business—Supervision and Regulation—Bank Regulation and Supervision—Payment of Dividends.”

As of the date of this Report, only shares of our common stock are issued and outstanding.

Subject to the regulatory restrictions noted above and satisfactory financial results, the Company currently expects that comparable cash dividends will continue to be paid in the future. Our ability to pay dividends to our shareholders in the future will depend on regulatory restrictions and our liquidity and capital requirements, as well as our earnings and financial condition, the general economic climate, contractual restrictions, our ability to service any equity or debt obligations senior to our common stock and other factors deemed relevant by our board of directors.

Use of Proceeds

On September 27, 2016, the Company sold 1,688,049 shares of its common stock, including 387,750 shares purchased by the underwriters pursuant to the full exercise of their purchase option, in its initial public offering (“IPO”).  In addition, certain selling shareholders participated in the IPO and sold an aggregate of 1,284,701 shares of the Company’s common stock.    

The aggregate offering price for the shares sold by the Company was approximately $25.3 million, and after deducting approximately $1.6 million for the underwriting discount and approximately $2.1 million of offering expenses paid to third parties, the Company received net proceeds of approximately $21.6 million.

All of the shares were sold pursuant to our Registration Statement on Form S-1, as amended (File No. 333-213367), which was declared effective by the SEC on September 21, 2016. The offering did not terminate until all of the shares offered were sold.

There has been no material change in the planned use of proceeds from our IPO as described in our prospectus filed with the SEC on September 23, 2016 pursuant to Rule 424(b)(4) under the Securities Act. Pending application of the IPO proceeds, we have invested the net proceeds in short-term investments.  During 2017, the Company provided $10.0 million of the IPO proceeds as a capital contribution to the Bank for working capital purposes.

38


 

ITEM 6.  SELECTED FINANCIAL DATA

 

(dollars in thousands, except per share data)

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

Balance Sheet Data (at period end):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,987,006

 

 

$

2,037,201

 

 

$

1,963,883

 

 

$

1,344,429

 

 

$

1,333,675

 

Total loans, net of unearned income

 

 

1,891,019

 

 

 

1,420,102

 

 

 

1,429,794

 

 

 

947,537

 

 

 

935,251

 

Allowance for loan losses

 

 

(23,245

)

 

 

(12,604

)

 

 

(12,113

)

 

 

(13,721

)

 

 

(11,634

)

Investment securities

 

 

488,622

 

 

 

216,442

 

 

 

247,542

 

 

 

196,380

 

 

 

229,219

 

Goodwill and core deposit intangible

 

 

49,698

 

 

 

44,393

 

 

 

46,048

 

 

 

6,242

 

 

 

6,290

 

Total deposits

 

 

2,568,001

 

 

 

1,729,451

 

 

 

1,570,008

 

 

 

1,119,866

 

 

 

1,128,723

 

FHLB advances and subordinated debt

 

 

39,423

 

 

 

10,000

 

 

 

126,509

 

 

 

70,000

 

 

 

55,000

 

Shareholders' equity

 

 

343,486

 

 

 

273,046

 

 

 

254,379

 

 

 

146,946

 

 

 

139,207

 

Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

91,852

 

 

$

91,547

 

 

$

67,781

 

 

$

51,515

 

 

$

45,395

 

Interest expense

 

 

15,529

 

 

 

23,799

 

 

 

16,089

 

 

 

9,652

 

 

 

6,931

 

Net interest income

 

 

76,323

 

 

 

67,748

 

 

 

51,692

 

 

 

41,863

 

 

 

38,464

 

Provision for loan losses

 

 

11,479

 

 

 

761

 

 

 

2,842

 

 

 

12,870

 

 

 

2,829

 

Net interest income after provision for loan losses

 

 

64,844

 

 

 

66,987

 

 

 

48,850

 

 

 

28,993

 

 

 

35,635

 

Non-interest income

 

 

43,248

 

 

 

24,274

 

 

 

15,459

 

 

 

10,908

 

 

 

11,084

 

Non-interest expense

 

 

77,361

 

 

 

61,995

 

 

 

53,487

 

 

 

33,765

 

 

 

33,129

 

Net income before income tax expense

 

 

30,731

 

 

 

29,266

 

 

 

10,822

 

 

 

6,136

 

 

 

13,590

 

Income tax expense

 

 

6,035

 

 

 

6,844

 

 

 

1,167

 

 

 

4,635

 

 

 

4,493

 

Net income

 

 

24,696

 

 

 

22,422

 

 

 

9,655

 

 

 

1,501

 

 

 

9,097

 

Dividend and Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share of common and preferred stock

 

 

0.20

 

 

 

0.20

 

 

 

0.08

 

 

 

-

 

 

 

-

 

Dividend payout ratio

 

 

0.16

 

 

 

0.16

 

 

 

0.13

 

 

 

-

 

 

 

-

 

Net income per share, basic

 

$

1.22

 

 

$

1.25

 

 

$

0.73

 

 

$

0.13

 

 

$

0.98

 

Weighted average shares - basic

 

 

20,162,038

 

 

 

17,886,164

 

 

 

13,277,614

 

 

 

11,280,580

 

 

 

9,328,236

 

Net income per share, diluted

 

$

1.22

 

 

$

1.20

 

 

$

0.67

 

 

$

0.12

 

 

$

0.81

 

Weighted average shares - diluted

 

 

20,185,589

 

 

 

18,613,224

 

 

 

14,480,347

 

 

 

12,803,511

 

 

 

11,212,026

 

Book value per share of common stock

 

$

15.62

 

 

$

14.87

 

 

$

13.84

 

 

$

11.91

 

 

$

11.62

 

Tangible book value per share of common stock (1)

 

 

13.36

 

 

 

12.45

 

 

 

11.25

 

 

 

11.37

 

 

 

11.06

 

Total shares of common stock outstanding

 

 

21,988,803

 

 

 

18,361,922

 

 

 

17,724,721

 

 

 

11,582,026

 

 

 

11,204,515

 

Total shares of preferred stock outstanding

 

 

-

 

 

 

-

 

 

 

878,049

 

 

 

878,049

 

 

 

878,049

 

Performance Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

0.94

%

 

 

1.12

%

 

 

0.63

%

 

 

0.11

%

 

 

0.72

%

Return on average equity

 

 

8.08

%

 

 

8.49

%

 

 

5.50

%

 

 

1.05

%

 

 

7.57

%

Net interest margin

 

 

3.10

%

 

 

3.64

%

 

 

3.55

%

 

 

3.25

%

 

 

3.22

%

Non-interest income to average assets

 

 

1.65

%

 

 

1.21

%

 

 

1.01

%

 

 

0.80

%

 

 

0.88

%

Efficiency ratio

 

 

64.70

%

 

 

67.37

%

 

 

79.65

%

 

 

63.98

%

 

 

66.86

%

Asset Quality Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses to total loans

 

 

1.23

%

 

 

0.89

%

 

 

0.85

%

 

 

1.45

%

 

 

1.24

%

Allowance for loan losses to non-performing loans

 

 

482.55

%

 

 

861.23

%

 

 

582.84

%

 

 

509.08

%

 

 

321.42

%

Non-performing assets to total assets

 

 

0.18

%

 

 

0.12

%

 

 

0.16

%

 

 

0.20

%

 

 

0.27

%

Net charge-offs to average loans

 

 

0.05

%

 

 

0.02

%

 

 

0.39

%

 

 

1.09

%

 

 

0.15

%

Capital ratios (CapStar Financial Holdings, Inc.):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total risk based capital

 

 

16.03

%

 

 

13.45

%

 

 

12.84

%

 

 

12.52

%

 

 

12.60

%

Tier 1 risk based capital

 

 

13.52

%

 

 

12.73

%

 

 

12.13

%

 

 

11.41

%

 

 

11.61

%

Common equity tier 1 capital

 

 

13.52

%

 

 

12.73

%

 

 

11.61

%

 

 

10.70

%

 

 

10.90

%

Leverage

 

 

9.60

%

 

 

11.37

%

 

 

11.06

%

 

 

10.77

%

 

 

10.46

%

 

(1)

This measure is not recognized under GAAP and is therefore considered to be a non-GAAP measure. See Non-GAAP Financial Measures — Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion and reconciliation of this measure to its most comparable GAAP measure.

 

On July 1, 2020, we completed our acquisitions of FCB Corporation and the Bank of Waynesboro. For more information, please see “Item 1.—Business—Overview—Acquisitions”. The operations of FCB and BOW are included in our financial statements beginning July 1, 2020. The acquisitions and incorporations of these entities into our financial statements may materially affect the comparability of the selected financial data provided for fiscal year 2020 as compared to previous years.

39


 

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our financial condition and our results of operations as of and for the years ended December 31, 2020, 2019 and 2018.  The purpose of this discussion is to focus on information about our financial condition and results of operations which is not otherwise apparent from the Consolidated Financial Statements appearing under the caption “Part II., Item 8—Financial Statements and Supplementary Data” in this Report.  The following discussion and analysis should be read together with our Consolidated Financial Statements, the notes to our Consolidated Financial Statements and the other financial information included elsewhere in this Report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, estimates and assumptions that could cause actual results to differ materially from our current expectations. Factors that could cause such differences are discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this Report. We assume no obligation to update any of these forward-looking statements except to the extent required by applicable law.

The following discussion and analysis pertains to our historical results on a consolidated basis.  However, because we conduct all of our material business operations through our wholly-owned subsidiary, CapStar Bank, the following discussion and analysis relates to activities primarily conducted at the subsidiary level.

All dollar amounts in the tables in this section are in thousands of dollars, except per share data or when otherwise specifically noted. Unless specifically noted in this Report, all references in this section to the fiscal years 2018, 2019 and 2020 mean our fiscal years ended December 31, 2018, 2019, and 2020, respectively.

Overview

We completed 2020 with net income of $24.7 million, or $1.22 diluted net income per share, compared to net income of $22.4 million, or $1.20 diluted net income per share, for 2019. Average loans for 2020 were $1.70 billion, a 16.8% increase over 2019, and average deposits for 2020 were $2.26 billion, a 35.2% increase over 2019. The comparability of our financial condition and performance has been impacted by our acquisitions of FCB and BOW discussed below.

We acquired FCB and BOW on July 1, 2020.  On the acquisition date, the fair market value of the acquired net assets was $67.3 million, including $294.7 million in loans and $442.7 million in deposits. Net income for 2020 was reduced by $5.4 million of pretax merger related charges related to this acquisition. The FCB and BOW acquisitions further expanded our franchise within the Tennessee market.

The outbreak of a novel coronavirus, COVID-19, has resulted in a global pandemic causing the extended shutdown of certain businesses in the region. The recent developments to contain COVID-19 has adversely affected economic conditions in the United States generally and our markets in particular. The Company expects the effects of this health crisis, which include disruptions or restrictions in clients’ supply chains, closures of clients’ facilities or decreases in demand for clients’ products and services, to continue to adversely impact economic conditions. Also related to the health crisis, the U.S. has been operating under a presidential declared emergency since March 13, 2020, with various actions by the U.S. Congress and regulatory agencies. As a result of COVID-19, the Company experienced the decline of asset prices, reduction in interest rates, widening of credit spreads, borrower credit deterioration and market volatility. Although the Company is unable to estimate the extent of the impact, the continuing pandemic and related global economic crisis is likely to adversely impact its future operating results. Management is actively monitoring the situation and taking necessary actions to adjust operations to protect the health and well-being of employees and clients. Despite the uncertainty the Company is well positioned to continue delivering on its strategic initiatives in a responsible manner by prioritizing things such as business continuity, liquidity management and maintaining an adequate allowance for loan losses.

The Company has taken a proactive approach to protecting our team members and their families as a result of COVID-19. The Company was an early adopter of a work from home strategy having previously made significant investments in laptops, virtual private network access, and bandwidth. Through its business continuity procedures, employees tested remote access the first week of March and all non-financial center employees have been working remotely since March 11, 2020. Management has organized a Committee (“Pandemic Committee”) which meets regularly to ensure the health of employees, discuss the state of operations, and ensure we are providing the best possible client service and support during this challenging time. Additionally, non-essential business travel has been suspended and company-wide cleaning efforts have been enhanced.

As of March 23, 2020, the Company expanded its social distancing practice by modifying the operations of its financial center network to support the efforts of public health authorities and to help curtail the spread of COVID-19.

40


 

When appropriate the Company has temporarily redirected clients to its digital channels, drive-thrus, and ATMs which can handle most financial transactions. The pandemic is constantly evolving, and the Company is making every effort to ensure its response is aligned with its priority to protect the health and safety of employees, clients and the communities we serve.

The redirect model for the financial center network was phased out after ongoing monitoring of CDC, state, local COVID-19 guidelines and area COVID-19 statistics. The reopening of the financial center network was handled in a controlled reopening model at the recommendation of the Pandemic Committee. The key to this reopening was the implementation of safety protocols in the COVID-19 environment for the bank staff and customers based on geographic area results of the state. Currently, all financial centers are open to the public.

On October 1, 2020, support service staff working remotely for the bank began to return to the workplace in limited numbers on a rotation schedule. This return from the remote work environment was by design and a direct result of the number of employees housed in these areas. Best practices around social distancing, mask usage and cleaning of work areas has been incorporated into the daily work practice. Staff rotation of the support services teams will continue as needed to accommodate CDC and local gathering guidelines.

The Pandemic Committee continues to meet to review changes in guidelines with staff and customer safety related to COVID-19 at the forefront. The Pandemic Committee reports on developments within the bank footprint and the possible impact on the banks business model. As a result, adjustments to the protocol are made as needed.

While the ultimate impact of the COVID-19 pandemic is largely uncertain, based on an initial assessment of the impact to our loan portfolio we increased our allowance for loan losses through a provision for loan losses of $7.6 million during the first quarter of 2020, and an additional $1.6 million, $2.1 million, and $0.2 million during the second, third, and fourth quarters of 2020, respectively. In an effort to provide relief to clients most impacted by the pandemic, CapStar Bank proactively offered a 90-day full deferment of all loan payments to CapStar borrowers that were less than 30 days past due. As a result, approximately 700 loans (representing approximately $452 million in outstanding loan balances) were approved for payment deferment during the second quarter of 2020. As of December 31, 2020, the remaining loans still under deferment had been reduced to 13 borrowers (representing approximately $62 million in outstanding loan balances). CapStar Bank was actively involved in assisting clients applying for loans under the SBA’s Paycheck Protection Program (“PPP”). Through this program we have approved approximately 1,334 PPP loans or $185.5 million which were outstanding and recorded in total loans on the consolidated balance sheet as of December 31, 2020. As the pandemic continues, we will continue to assess the impact on our market. While it is likely losses will materialize in the future, we continue to proactively work with our clients and evaluate the potential impact of the pandemic on them and us.

Furthermore, we currently do not anticipate a significant adverse liquidity impact related to the COVID-19 pandemic. In fact, since the start of the pandemic, deposit inflows have increased sharply, significantly strengthening liquidity. Nonetheless, the Company has a comprehensive contingency funding plan that addresses potential adverse liquidity events and emergency cash flow requirements that may arise from the COVID-19 pandemic. See further discussion regarding the Company’s management of liquidity risk in the subsequent section titled “Liquidity”.

Our primary revenue source is net interest income and fees from various financial services provided to customers. Net interest income is the difference between interest income earned on loans, investment securities and other interest earning assets less interest expense on deposit accounts and other interest bearing liabilities. Loan volume and interest rates earned on those loans are critical to our overall profitability. Similarly, deposit volume is crucial to funding loans and the rates paid on deposits directly impact our profitability. Business volumes are influenced by competition, new business acquisition efforts and economic factors including market interest rates, business spending and consumer confidence.

Net interest income increased $8.6 million, or 12.7%, to $76.3 million for 2020 compared to $67.7 million for 2019. The increase was largely attributable to the FCB and BOW acquisitions, which was partially offset by the adverse impact of lower interest rates in 2020 when compared to 2019. Net interest margin decreased to 3.10% for 2020, compared with 3.64% for 2019.

Provision for loan losses was $11.5 million in 2020 compared to $0.8 million in 2019. This increase was primarily the result of credit deterioration associated with the COVID-19 pandemic. The provision for loan losses represents a charge to earnings necessary to establish an allowance for loan losses that, in management’s evaluation, is adequate to provide coverage for the estimated probable inherent losses on outstanding loans. Our allowance for loan losses at December 31, 2020 was 1.23% of total loans, compared with 0.89% of total loans at December 31, 2019.  

41


 

Total noninterest income for 2020 increased $19.0 million, or 78.2%, to $43.2 million compared to $24.3 million for 2019, and comprised 32.0% of total revenues.

Total noninterest expense for 2020 increased $15.4 million, or 24.8%, to $77.4 million compared to $62.0 million for 2019. Our efficiency ratio for 2020 was 64.7% compared to 67.4% for 2019. Despite the increase in noninterest expense, including acquisition related costs, the improvement in efficiency ratio for 2020 is primarily attributable to operational improvements and synergies achieved through the FCB and BOW acquisitions.  

The Company’s effective tax rate decreased to 19.6% for 2020 from 23.4% for 2019. The lower effective tax rate in 2020 compared to 2019 is mainly the result of net operating loss carryback provisions associated with the CARES Act and the establishment of a Real Estate Investment Trust in 2020.

Tangible common equity, a non-GAAP measure, is a measure of a company's capital which is useful in evaluating the quality and adequacy of capital. Our ratio of tangible common equity to total tangible assets was 10.01% as of December 31, 2020, compared with 11.47% at December 31, 2019. See “Non-GAAP Financial Measures” for a discussion of and reconciliation to the most directly comparable U.S. GAAP measure.

The following sections provide more details on subjects presented in this overview.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements are prepared based on the application of certain accounting policies, the most significant of which are described in Note 1 to our Consolidated Financial Statements for the year ended December 31, 2020, which are contained elsewhere in this Report. Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variation and may materially and adversely affect our reported results and financial position for the current period or future periods. The use of estimates, assumptions, and judgments are necessary when financial assets and liabilities are required to be recorded at, or adjusted to reflect, fair value. Assets carried at fair value inherently result in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are either based on quoted market prices or are provided by other independent third-party sources, when available. When such information is not available, management estimates valuation adjustments based upon historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Management evaluates our estimates and assumptions on an ongoing basis. Changes in underlying factors, assumptions or estimates in any of these areas could have a material impact on our future financial condition and results of operations.

We have identified the following accounting policies and estimates that, due to the difficult, subjective or complex judgments and assumptions inherent in those policies and estimates and the potential sensitivity of our financial statements to those judgments and assumptions, are critical to an understanding of our financial condition and results of operations. We believe that the judgments, estimates and assumptions used in the preparation of our financial statements are reasonable and appropriate.

Allowance for Loan Losses

We record estimated probable inherent credit losses in the loan portfolio as an allowance for loan losses. The methodologies and assumptions for determining the adequacy of the overall allowance for loan losses involve significant judgments to be made by management. Some of the more critical judgments supporting our allowance for loan losses include judgments about the credit-worthiness of borrowers, estimated value of underlying collateral, assumptions about cash flow, determination of loss factors for estimating credit losses, and the impact of current events, conditions, and other factors impacting the level of inherent losses, particularly the impact from the COVID-19 pandemic in 2020. Under different conditions or using different assumptions, the actual or estimated credit losses ultimately realized by us may be different from our estimates. In determining the allowance, we estimate losses on individual impaired loans and on groups of loans that are not impaired, where the probable loss can be identified and reasonably estimated. On a quarterly basis, we assess the risk inherent in our loan portfolio based on qualitative and quantitative trends in the portfolio, including the internal risk classification of loans, historical loss rates, changes in the nature and volume of the loan portfolio, industry or borrower concentrations, delinquency trends, detailed reviews of significant loans with identified weaknesses, and the impacts of local, regional, and national economic factors on the quality of the loan portfolio. Based on this analysis, we may record a provision for loan losses in order to maintain the allowance at appropriate levels. For a more complete discussion of the methodology employed to calculate the allowance for loan losses, see Note 1 to our Consolidated Financial Statements for the year ended December 31, 2020, which is included elsewhere in this Report.

42


 

Investment Securities Impairment

We assess on a quarterly basis whether there have been any events or economic circumstances to indicate that a security with respect to which there is an unrealized loss is impaired on an other-than-temporary basis. In any instance, we would consider many factors, including the severity and duration of the impairment, our intent and ability to hold the security for a period of time sufficient for a recovery in value, recent events specific to the issuer or industry, and, for debt securities, external credit ratings and recent downgrades. Securities with respect to which there is an unrealized loss that is deemed to be other-than-temporary are written down to fair value with the write-down recorded in earnings.

Income Taxes

Deferred income tax assets and liabilities are computed using the asset and liability method, which recognizes a liability or asset representing the tax effects, based on current tax law, of future deductible or taxable amounts attributable to events recognized in the financial statements. A valuation allowance may be established to the extent necessary to reduce the deferred tax asset to a level at which it is “more likely than not” that the tax asset or benefit will be realized. Realization of tax benefits depends on having sufficient taxable income, available tax loss carrybacks or credits, the reversal of taxable temporary differences and/or tax planning strategies within the reversal period, and that current tax law allows for the realization of recorded tax benefits.

Business Combinations

Assets purchased and liabilities assumed in a business combination are recorded at their fair value. The fair value of a loan portfolio acquired in a business combination requires greater levels of management estimates and judgment than the remainder of purchased assets or assumed liabilities. When the loans have evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments, the loans are considered impaired, and the expected cash flows in excess of the amount paid are recorded as interest income over the remaining life of the loan. The excess of the loan’s contractual principal and interest over expected cash flows is not recorded. We must estimate expected cash flows at each reporting date. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases in cash flows result in a reversal of the provision for loan losses to the extent of prior charges and adjusted accretable yield which will have a positive impact on interest income. Purchased loans without evidence of credit deterioration are recorded at their initial fair value and adjusted as necessary for subsequent advances, pay downs, amortization or accretion of any premium or discount on purchase, charge-offs and additional provisions that may be required.

Results of Operations

 

The following is a summary of our results of operations:

 

 

 

 

 

 

2020-2019

 

 

 

 

 

 

2019-2018

 

 

 

Year ended

 

 

Percent

 

 

Year ended

 

 

Percent

 

 

 

December 31,

 

 

Increase

 

 

December 31,

 

 

Increase

 

 

 

2020

 

 

2019

 

 

(Decrease)

 

 

2018

 

 

(Decrease)

 

Interest income

 

$

91,852

 

 

$

91,547

 

 

 

0.3

%

 

$

67,781

 

 

 

35.1

%

Interest expense

 

 

15,529

 

 

 

23,799

 

 

 

(34.7

)%

 

 

16,089

 

 

 

47.9

%

Net interest income

 

 

76,323

 

 

 

67,748

 

 

 

12.7

%

 

 

51,692

 

 

 

31.1

%

Provision for loan losses

 

 

11,479

 

 

 

761

 

 

 

1408.4

%

 

 

2,842

 

 

 

(73.2

)%

Net interest income after provision for loan losses

 

 

64,844

 

 

 

66,987

 

 

 

(3.2

)%

 

 

48,850

 

 

 

37.1

%

Noninterest income

 

 

43,248

 

 

 

24,274

 

 

 

78.2

%

 

 

15,459

 

 

 

57.0

%

Noninterest expense

 

 

77,361

 

 

 

61,995

 

 

 

24.8

%

 

 

53,487

 

 

 

15.9

%

Net income before income taxes

 

 

30,731

 

 

 

29,266

 

 

 

5.0

%

 

 

10,822

 

 

 

170.4

%

Income tax expense

 

 

6,035

 

 

 

6,844

 

 

 

(11.8

)%

 

 

1,167

 

 

 

486.5

%

Net income

 

$

24,696

 

 

$

22,422

 

 

 

10.1

%

 

$

9,655

 

 

 

132.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share of common stock

 

$

1.22

 

 

$

1.25

 

 

 

(2.4

)%

 

$

0.73

 

 

 

71.2

%

Diluted net income per share of common stock

 

$

1.22

 

 

$

1.20

 

 

 

1.7

%

 

$

0.67

 

 

 

79.1

%

 

Return on average assets was 0.94%, 1.12% and 0.63% for 2020, 2019 and 2018, respectively.  

43


 

Return on average shareholders’ equity was 8.08%, 8.49% and 5.50% for 2020, 2019 and 2018, respectively.

The following sections provide a more detailed analysis of significant factors affecting our operating results.

Net Interest Income

The largest component of our net income is net interest income – the difference between the income earned on loans, investment securities and other interest earning assets and interest expense on deposit accounts and other interest bearing liabilities. Net interest income calculated on a tax-equivalent basis divided by total average interest-earning assets represents our net interest margin. The major factors that affect net interest income and net interest margin are changes in volumes, the yield on interest-earning assets and the cost of interest-bearing liabilities. Our margin can also be affected by economic conditions, the competitive environment, loan demand and deposit flow. Our ability to respond to changes in these factors by using effective asset-liability management techniques is critical to maintaining the stability of the net interest margin and our net interest income.

The following table sets forth the amount of our average balances, interest income or interest expense for each category of interest-earning assets and interest-bearing liabilities and the average interest rate for interest-earning assets and interest-bearing liabilities, net interest spread and net interest margin for the years ended December 31, 2020, 2019 and 2018:

 

 

 

For the Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

 

 

Average

Outstanding

Balance

 

 

Interest

Income/

Expense

 

 

Average

Yield/

Rate

 

 

Average

Outstanding

Balance

 

 

Interest

Income/

Expense

 

 

Average

Yield/

Rate

 

 

Average

Outstanding

Balance

 

 

Interest

Income/

Expense

 

 

Average

Yield/

Rate

 

Interest-Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

1,695,998

 

 

$

78,180

 

 

 

4.61

%

 

$

1,451,821

 

 

$

78,557

 

 

 

5.41

%

 

$

1,134,836

 

 

$

57,962

 

 

 

5.11

%

Loans held for sale

 

 

169,492

 

 

 

6,092

 

 

 

3.59

%

 

 

100,464

 

 

 

4,271

 

 

 

4.25

%

 

 

58,250

 

 

 

2,789

 

 

 

4.79

%

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable investment securities (2)

 

 

250,042

 

 

 

5,455

 

 

 

2.18

%

 

 

176,647

 

 

 

5,374

 

 

 

3.04

%

 

 

166,287

 

 

 

4,755

 

 

 

2.86

%

Investment securities exempt from federal income tax (3)

 

 

49,474

 

 

 

1,326

 

 

 

3.39

%

 

 

52,392

 

 

 

1,438

 

 

 

3.47

%

 

 

47,270

 

 

 

1,201

 

 

 

3.22

%

Total securities

 

 

299,516

 

 

 

6,781

 

 

 

2.38

%

 

 

229,039

 

 

 

6,812

 

 

 

3.14

%

 

 

213,557

 

 

 

5,956

 

 

 

2.94

%

Cash balances in other banks

 

 

307,852

 

 

 

799

 

 

 

0.26

%

 

 

87,305

 

 

 

1,881

 

 

 

2.15

%

 

 

54,454

 

 

 

1,011

 

 

 

1.85

%

Funds sold

 

 

18

 

 

 

0

 

 

 

2.77

%

 

 

752

 

 

 

26

 

 

 

3.52

%

 

 

2,483

 

 

 

63

 

 

 

2.55

%

Total interest-earning assets

 

 

2,472,876

 

 

 

91,852

 

 

 

3.73

%

 

 

1,869,381

 

 

 

91,547

 

 

 

4.92

%

 

 

1,463,580

 

 

 

67,781

 

 

 

4.65

%

Noninterest-earning assets

 

 

149,760

 

 

 

 

 

 

 

 

 

 

 

137,947

 

 

 

 

 

 

 

 

 

 

 

65,336

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,622,636

 

 

 

 

 

 

 

 

 

 

$

2,007,328

 

 

 

 

 

 

 

 

 

 

$

1,528,916

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing transaction accounts

 

$

744,144

 

 

 

3,868

 

 

 

0.52

%

 

$

499,468

 

 

 

7,538

 

 

 

1.51

%

 

$

330,952

 

 

 

4,164

 

 

 

1.26

%

Savings and money market deposits

 

 

549,533

 

 

 

5,196

 

 

 

0.95

%

 

 

494,587

 

 

 

7,266

 

 

 

1.47

%

 

 

424,052

 

 

 

5,446

 

 

 

1.28

%

Time deposits

 

 

407,224

 

 

 

5,317

 

 

 

1.31

%

 

 

361,956

 

 

 

7,542

 

 

 

2.08

%

 

 

227,760

 

 

 

3,940

 

 

 

1.73

%

Total interest-bearing deposits

 

 

1,700,901

 

 

 

14,381

 

 

 

0.85

%

 

 

1,356,011

 

 

 

22,346

 

 

 

1.65

%

 

 

982,764

 

 

 

13,550

 

 

 

1.38

%

Borrowings and repurchase agreements

 

 

27,809

 

 

 

1,148

 

 

 

4.13

%

 

 

48,629

 

 

 

1,453

 

 

 

2.99

%

 

 

99,450

 

 

 

2,539

 

 

 

2.55

%

Total interest-bearing liabilities

 

 

1,728,710

 

 

 

15,529

 

 

 

0.90

%

 

 

1,404,640

 

 

 

23,799

 

 

 

1.69

%

 

 

1,082,214

 

 

 

16,089

 

 

 

1.49

%

Noninterest-bearing deposits

 

 

558,416

 

 

 

 

 

 

 

 

 

 

 

315,031

 

 

 

 

 

 

 

 

 

 

 

262,280

 

 

 

 

 

 

 

 

 

Total funding sources

 

 

2,287,126

 

 

 

 

 

 

 

 

 

 

 

1,719,671

 

 

 

 

 

 

 

 

 

 

 

1,344,494

 

 

 

 

 

 

 

 

 

Noninterest-bearing liabilities

 

 

29,762

 

 

 

 

 

 

 

 

 

 

 

23,533

 

 

 

 

 

 

 

 

 

 

 

8,736

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

305,748

 

 

 

 

 

 

 

 

 

 

 

264,124

 

 

 

 

 

 

 

 

 

 

 

175,686

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

2,622,636

 

 

 

 

 

 

 

 

 

 

$

2,007,328

 

 

 

 

 

 

 

 

 

 

$

1,528,916

 

 

 

 

 

 

 

 

 

Net interest spread (4)

 

 

 

 

 

 

 

 

 

 

2.83

%

 

 

 

 

 

 

 

 

 

 

3.22

%

 

 

 

 

 

 

 

 

 

 

3.17

%

Net interest income/margin (5)

 

 

 

 

 

$

76,323

 

 

 

3.10

%

 

 

 

 

 

$

67,748

 

 

 

3.64

%

 

 

 

 

 

$

51,692

 

 

 

3.55

%

 

(1)

Average loan balances include nonaccrual loans. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs.

44


 

(2)

Taxable investment securities include restricted equity securities.

(3)

Yields on tax exempt securities are shown on a tax equivalent basis.

(4)

Net interest spread is the average yield on total interest-earning assets minus the average rate on total interest-bearing liabilities.

(5)

Net interest margin is net interest income calculated on a tax equivalent basis divided by total average interest-earning assets.

 

The following table reflects, for the periods indicated, the changes in our net interest income due to changes in the volume of interest-earning assets and interest-bearing liabilities and the associated rates earned or paid on these assets and liabilities.

 

 

 

2020 Compared to 2019

 

 

2019 Compared to 2018

 

 

 

Increase (decrease) due to

 

 

Increase (decrease) due to

 

 

 

Volume

 

 

Rate

 

 

Net

 

 

Volume

 

 

Rate

 

 

Net

 

Interest-Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

13,212

 

 

$

(13,589

)

 

$

(377

)

 

$

16,190

 

 

$

4,405

 

 

$

20,595

 

Loans held for sale

 

 

2,935

 

 

 

(1,114

)

 

 

1,821

 

 

 

2,022

 

 

 

(540

)

 

 

1,482

 

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable investment securities

 

 

2,233

 

 

 

(2,151

)

 

 

82

 

 

 

296

 

 

 

323

 

 

 

619

 

Investment securities exempt from federal income tax

 

 

(71

)

 

 

(40

)

 

 

(112

)

 

 

165

 

 

 

72

 

 

 

237

 

Total securities

 

 

2,161

 

 

 

(2,192

)

 

 

(30

)

 

 

461

 

 

 

395

 

 

 

856

 

Cash Balances In Other Banks

 

 

4,749

 

 

 

(5,831

)

 

 

(1,082

)

 

 

609

 

 

 

261

 

 

 

870

 

Funds Sold

 

 

(26

)

 

 

 

 

 

(26

)

 

 

(44

)

 

 

7

 

 

 

(37

)

Total interest-earning assets

 

 

23,032

 

 

 

(22,726

)

 

 

306

 

 

 

19,238

 

 

 

4,528

 

 

 

23,766

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing transaction accounts

 

 

3,693

 

 

 

(7,363

)

 

 

(3,670

)

 

 

2,120

 

 

 

1,254

 

 

 

3,374

 

Savings and money market deposits

 

 

807

 

 

 

(2,877

)

 

 

(2,070

)

 

 

906

 

 

 

914

 

 

 

1,820

 

Time deposits

 

 

943

 

 

 

(3,168

)

 

 

(2,225

)

 

 

2,321

 

 

 

1,281

 

 

 

3,602

 

Borrowings and repurchase agreements

 

 

(622

)

 

 

317

 

 

 

(305

)

 

 

(1,297

)

 

 

211

 

 

 

(1,086

)

Total interest-bearing liabilities

 

 

4,821

 

 

 

(13,091

)

 

 

(8,270

)

 

 

4,050

 

 

 

3,660

 

 

 

7,710

 

Net Interest Income

 

$

18,211

 

 

$

(9,636

)

 

$

8,575

 

 

$

15,188

 

 

$

868

 

 

$

16,056

 

 

2020 compared to 2019

 

Our net interest income increased $8.6 million, or 12.7%, from 2019 to 2020 due to a 32% increase in average earning assets, which was offset by a 54 basis point or 148.4% decline in the net interest margin average yield rate.

 

Our net interest margin was 3.10% and 3.64% for 2020 and 2019, respectively, with the decline triggered by two factors related to the pandemic – first, the Federal Reserve reducing the Federal Funds target rate by 1.50% in March 2020, one of numerous actions intended to offset the pandemic’s impact on the U.S. economy, and second, the sharp increase in deposits near the start of the pandemic, with deposits increasing $332 million or 19% in the 2nd quarter. Additionally, included in interest expense for savings and money market deposits in 2020 is a loss on previously terminated interest rate swaps of $1.9 million.

 

For 2020 compared to 2019, loan volumes increased 16.8% while loan yields declined from 5.41% to 4.61% due to the impact of lower market interest rates on yields of new loan originations and yields of existing variable rate loans.

  

Average loans for 2020 increased 16.8% compared to 2019 as a result of the FCB and BOW acquisitions, the Company’s active participation in the SBA’s Paycheck Protection Program (“PPP”), additional bankers in the Nashville and Knoxville MSA, and continued focus on attracting new clients.

 

45


 

Average security yields decreased from 3.14% to 2.38% for 2019 and 2020, respectively, primarily due to decreases in the LIBOR rate on the variable rate portion of our securities portfolio, the impact of lower market interest rates on the yields of securities purchased to replace security maturities and paydowns, and the Company’s purchase of additional conservative lower yield securities to deploy a portion of pandemic-related deposit growth.

We funded our growth in loans through an increase in funding sources of 33.0% from 2019 to 2020. The primary driver of our increased funding sources was growth in our deposits of 35.2% from 2019 to 2020, driven by the FCB and BOW acquisitions and the sharp increase in deposits near the start of the pandemic. Average non-interest bearing deposits increased 77.3% from 2019 to 2020.

 

The average rate paid on interest-bearing liabilities was 0.90% for 2020 compared to 1.69% for 2019. The majority of this decrease was due to decreases in the Federal Funds rate in response to the COVID-19 pandemic.

 

 

2019 compared to 2018

Our net interest income increased $16.1 million, or 31.1%, from 2018 to 2019 primarily due to increasing loan volumes and interest rates rising at a faster pace than interest bearing liabilities. Our net interest margin was 3.64% and 3.55% for 2019 and 2018, respectively.

For 2019 and 2018, average loan yields increased from 5.11% to 5.41% which was primarily driven by increases in short-term interest rate indexes affecting the variable rate portion of our loan portfolio, offset by competitive pricing pressures, as well as realizing a full year of additional interest income related to the acquisition of Athens, including additional interest income as a result of accretable yield. The full year average LIBOR – 1 month interest rate increased from 2.02% in 2018 to 2.23% in 2019. Similarly, the full year average Bank Prime Loan Rate increased from 4.90% in 2018 to 5.28% in 2019. Approximately 55% of our loan portfolio at December 31, 2019 was variable in nature, a significant portion of which is indexed to 1 month LIBOR and the Bank Prime Loan Rate.  

Average loans for 2019 increased 27.9% compared to 2018 as a result of the Athens acquisition, adding new bankers in the Nashville MSA and continued focus on attracting new clients.

Average security yields increased from 2.94% to 3.14% for 2018 and 2019, respectively, primarily due to increases in the LIBOR rate on the variable rate portion of our securities portfolio.  The resulting yield on average interest-earning assets increased 27 basis points for 2019 compared to 2018.

We funded our growth in loans through an increase in funding sources of 27.9% from 2018 to 2019. The primary driver of our increased funding sources was growth in our deposits of 34.2% from 2018 to 2019 which was largely driven by the Athens acquisition. Average non-interest bearing deposits increased 20.1% from 2018 to 2019.

Provision for Loan losses

Our policy is to maintain an allowance for loan losses at a level sufficient to absorb estimated probable losses inherent in the loan portfolio. The allowance is increased by a provision for loan losses, which is a charge to earnings, and is decreased by charge-offs and increased by loan recoveries. Our allowance for loan losses as a percentage of total loans was 1.23%, 0.89% and 0.85% at December 31, 2020, 2019 and 2018, respectively.

2020 compared to 2019

The provision for loan losses amounted to $11.5 million and $0.8 million for 2020 and 2019, respectively. Provision expense is impacted by macroeconomic factors, the absolute level of loans, loan growth, the credit quality of the loan portfolio and the amount of net charge-offs.

Provision expense increased for 2020 compared to 2019 due to significantly increased qualitative factors in our allowance for loan losses methodology in anticipation of credit deterioration associated with the COVID-19 pandemic.  Although losses have not yet materialized as a direct result of the COVID-19 pandemic, our overall reserves are deemed to be adequate in light of the economic uncertainty of the pandemic. Charge-offs for 2020 were $1.2 million compared to $0.8 million for 2019. 

Our allowance for loan losses as a percentage of total loans increased from 0.89% at December 31, 2019 to 1.23% at December 31, 2020.  This increase was largely due to our assessment of risk generally related to macro-economic, geo-political conditions associated with the COVID-19 pandemic and the related impact on asset quality.

Based upon our evaluation of the loan portfolio, we believe the allowance for loan losses to be adequate to absorb our estimate of probable losses existing in the loan portfolio at December 31, 2020. While our policies and procedures used to estimate the allowance for loan losses, as well as the resultant provision for loan losses charged to operations,

46


 

are considered adequate by management, they are necessarily approximate and imprecise. There are factors beyond our control, such as conditions in the local and national economy, local real estate markets, or particular industry or borrower-specific conditions, which may materially and negatively impact our asset quality and the adequacy of our allowance for loan losses and, thus, the resulting provision for loan losses.

2019 compared to 2018

The provision for loan losses amounted to $0.8 million and $2.8 million for 2019 and 2018, respectively. Provision expense is impacted by the absolute level of loans, loan growth, the credit quality of the loan portfolio and the amount of net charge-offs.

Provision expense decreased for 2019 compared to 2018 due to decreased charge-offs.  Charge-offs for 2019 were $0.8 million compared to $5.0 million for 2018.   Of the $5.0 million in charge offs during 2018, $4.6 million was attributable to a single borrower.

Our allowance for loan losses as a percentage of total loans increased from 0.85% at December 31, 2018 to 0.89% at December 31, 2019.  This increase was largely due to our assessment of risk generally related to macro-economic, geo-political conditions and asset quality. In addition, during 2019, we increased the look-back period, from which we calculate peer bank historical loss experience, from 37 to 41 quarters. Our look-back period is utilized to calculate peer historical loss experience, adjusted for current factors, to comprise the general component of the allowance for loan losses.  In the current economic environment, management believes the extension of the look-back period is necessary in order to capture sufficient loss observations to develop a reliable loss estimate of credit losses.  The extension of the historical look-back period to capture the historical loss experience of peer banks was applied to all classes and segments of our loan portfolio.

Based upon our evaluation of the loan portfolio, we believe the allowance for loan losses to be adequate to absorb our estimate of probable losses existing in the loan portfolio at December 31, 2019. While our policies and procedures used to estimate the allowance for loan losses, as well as the resultant provision for loan losses charged to operations, are considered adequate by management, they are necessarily approximate and imprecise. There are factors beyond our control, such as conditions in the local and national economy, local real estate markets, or particular industry or borrower-specific conditions, which may materially and negatively impact our asset quality and the adequacy of our allowance for loan losses and, thus, the resulting provision for loan losses.

Noninterest Income

In addition to net interest income, we generate recurring noninterest income. Our banking operations generate revenue from service charges and fees on deposit accounts. We have mortgage banking activities that generate revenue from originating and selling mortgages, the origination and sale of commercial real estate loans, and wealth management fees. In addition to these types of recurring noninterest income, we own insurance on several key employees and record income on the increase in the cash surrender value of these policies.

The following table sets forth the principal components of noninterest income for the periods indicated.

 

 

 

 

 

 

 

 

 

 

 

2020-2019

 

 

 

 

 

 

2019-2018

 

 

 

Year Ended

 

 

Percent

 

 

Year Ended

 

 

Percent

 

 

 

December 31,

 

 

Increase

 

 

December 31,

 

 

Increase

 

 

 

2020

 

 

2019

 

 

(Decrease)

 

 

2018

 

 

(Decrease)

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury management and other deposit service charges

 

$

3,494

 

 

$

3,135

 

 

 

11.5

%

 

$

2,150

 

 

 

45.8

%

Interchange and debit card transaction fees

 

 

3,172

 

 

 

3,251

 

 

 

(2.4

)%

 

 

752

 

 

 

332.3

%

Mortgage banking income

 

 

25,034

 

 

 

9,467

 

 

 

164.4

%

 

 

5,653

 

 

 

67.5

%

Tri-Net fees

 

 

3,693

 

 

 

2,785

 

 

 

32.6

%

 

 

1,503

 

 

 

85.3

%

Wealth management fees

 

 

1,573

 

 

 

1,425

 

 

 

10.4

%

 

 

794

 

 

 

79.5

%

Net gain (loss) on sale of SBA loans

 

 

1,440

 

 

 

803

 

 

 

79.3

%

 

 

248

 

 

 

223.8

%

Net gain (loss) on sale of securities

 

 

125

 

 

 

(99

)

 

 

226.3

%

 

 

3

 

 

 

(3400.0

)%

Other noninterest income

 

 

4,717

 

 

 

3,507

 

 

 

34.5

%

 

 

4,356

 

 

 

(19.5

)%

Total noninterest income

 

$

43,248

 

 

$

24,274

 

 

 

78.2

%

 

$

15,459

 

 

 

57.0

%

 

47


 

2020 compared to 2019

The increase in treasury management and other deposit service charges for 2020 was driven primarily by the incremental increase in transaction volume related to our acquisition of FCB and BOW, as well as growth in the volume of our commercial and consumer deposit accounts.   

Mortgage banking income consists of mortgage fee income from the origination and sale of mortgage loans.  These mortgage fees are for loans originated in our markets that are subsequently sold to third-party investors.  Mortgage origination fees will fluctuate from quarter to quarter as the rate environment changes.  Mortgage banking income increased 164.4% from 2019 to 2020 primarily due to a significantly higher volume of originations from home buyers capitalizing on lower interest rates.

Tri-Net fees, implemented in the fourth quarter of 2016, is derived from the origination and sale of commercial real estate loans to third-party investors.  All of these loan sales transfer servicing rights to the buyer. The volume of loan sales has increased through continued growth and development.

Other noninterest income primarily consists of loan related fees, bank-owned life insurance and other service-related fees. The increase of $1.2 million from 2019 to 2020 was primarily due to organic growth and our acquisition of FCB and BOW.

 

2019 compared to 2018

The increase in treasury management and other deposit service charges for 2019 was driven primarily by the incremental increase in transaction volume related to our acquisition of Athens, as well as growth in the volume of our commercial and consumer deposit accounts.  

Mortgage banking income consists of mortgage fee income from the origination and sale of mortgage loans.  These mortgage fees are for loans originated in our markets that are subsequently sold to third-party investors.  Mortgage origination fees will fluctuate from quarter to quarter as the rate environment changes.  Mortgage banking income increased 67.5% from 2018 to 2019 primarily due to a significantly higher volume of originations. Additionally, during the second quarter of 2019, we implemented a hedging program for residential mortgage loans originated with the intent to sell. In connection with this program, we elected the fair value option for this portfolio. The fair value adjustments for applicable loans held for sale and related derivative instruments at December 31, 2019 resulted in a $1.1 million increase in mortgage banking income for 2019 when compared to 2018. 

Noninterest Expense

Our total noninterest expense increase reflects expenses that we have incurred as we build the foundation to support our recent growth and enable us to execute our growth strategy. The following table presents the primary components of noninterest expense for the periods indicated.

 

 

 

 

 

 

 

 

 

 

 

2020-2019

 

 

 

 

 

 

2019-2018

 

 

 

Year Ended

 

 

Percent

 

 

Year Ended

 

 

Percent

 

 

 

December 31,

 

 

Increase

 

 

December 31,

 

 

Increase

 

 

 

2020

 

 

2019

 

 

(Decrease)

 

 

2018

 

 

(Decrease)

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$

45,252

 

 

$

35,542

 

 

 

27.3

%

 

$

28,586

 

 

 

24.3

%

Data processing and software

 

 

8,865

 

 

 

6,961

 

 

 

27.4

%

 

 

3,835

 

 

 

81.5

%

Professional fees

 

 

2,224

 

 

 

2,102

 

 

 

5.8

%

 

 

1,608

 

 

 

30.7

%

Occupancy

 

 

3,590

 

 

 

3,345

 

 

 

7.3

%

 

 

2,336

 

 

 

43.2

%

Equipment

 

 

3,195

 

 

 

3,723

 

 

 

(14.2

)%

 

 

2,471

 

 

 

50.7

%

Regulatory fees

 

 

1,261

 

 

 

591

 

 

 

113.4

%

 

 

1,028

 

 

 

(42.5

)%

Acquisition related expenses

 

 

5,390

 

 

 

2,654

 

 

 

103.1

%

 

 

9,803

 

 

 

(72.9

)%

Amortization of intangibles

 

 

1,824

 

 

 

1,655

 

 

 

10.2

%

 

 

465

 

 

 

255.9

%

Other operating

 

 

5,760

 

 

 

5,422

 

 

 

6.2

%

 

 

3,355

 

 

 

61.6

%

Total noninterest expense

 

$

77,361

 

 

$

61,995

 

 

 

24.8

%

 

$

53,487

 

 

 

15.9

%


48


 

2020 compared to 2019

The increase in salaries and employee benefits was driven primarily by the incremental increase in compensation costs related to our acquisitions of FCB and BOW, as well as increased compensation associated with strong revenue growth in mortgage banking. At December 31, 2020, our associate base increased to 380 compared to 289 at December 31, 2019.

Data processing and software expense increased from 2019 to 2020 primarily due to an increase in the volume of transactions from organic growth, costs associated with running dual systems related to our acquisitions of FCB and BOW and insourcing certain IT related functions. The acquisition related systems conversion was successfully completed during the third quarter of 2020.

The increase in occupancy expense from 2019 to 2020 was largely attributable to increased depreciation and other facilities related expenses associated with our acquisitions of FCB and BOW as well as the increasing cost of managing our IT network.

Amortization of intangibles increased from 2019 to 2020 due to the new core deposit intangible recorded in connection with the FCB and BOW acquisitions.

Our efficiency ratio was 64.7% and 67.4% for 2020 and 2019, respectively. The efficiency ratio is the ratio of noninterest expense to the sum of net interest income and noninterest income and measures the amount of expense that is incurred to generate a dollar of revenue. The efficiency ratio decreased in 2020 due to operational improvements and synergies achieved through the FCB and BOW acquisitions.  

 

2019 compared to 2018

The increase in salaries and employee benefits was driven primarily by the increase in compensation costs related to our acquisition of Athens and 2019 being the first full year of Athens’ related compensation costs being recognized. At December 31, 2019, our associate base had slightly decreased to 289 compared to 295 at December 31, 2018.

Data processing and software expense increased from 2018 to 2019 primarily due to an increase in the volume of transactions from organic growth, costs associated with running dual systems related to our acquisition of Athens and insourcing certain IT related functions. The Athens related systems conversion was successfully completed during the second quarter of 2019.

The increase in occupancy and equipment expense from 2018 to 2019 was largely attributable to increased depreciation and other facilities related expenses associated with our acquisition of Athens as well as the increasing cost of managing our IT network.

Amortization of intangibles increased from 2018 to 2019 due to the new core deposit intangible recorded in connection with the Athens acquisition.

Our efficiency ratio was 67.4% and 79.7% for 2019 and 2018, respectively.  The efficiency ratio is the ratio of noninterest expense to the sum of net interest income and noninterest income and measures the amount of expense that is incurred to generate a dollar of revenue. As expected, the efficiency ratio improved in 2019 due to the majority of the non-recurring merger expenses incurred in 2018.  

Income Taxes

2020 compared to 2019

We recorded income tax expense of $6.0 million and $6.8 million in 2020 and 2019, respectively. Our effective income tax rate for 2020 and 2019 was 19.6% and 23.4%, respectively. Our effective tax rate differs from the statutory tax rate by our investments in municipal securities, company owned life insurance, state tax credits, net of the effect of certain non-deductible expenses and the recognition of excess tax benefits related to stock compensation.  The lower effective tax rate in 2020 compared to 2019 is mainly the result of net operating loss carryback provisions associated with the CARES Act and the establishment of a Real Estate Investment Trust in 2020.

2019 compared to 2018

We recorded income tax expense of $6.8 million and $1.2 million in 2019 and 2018, respectively. Our effective income tax rate for 2019 and 2018 was 23.4% and 10.8%, respectively. Our effective tax rate differs from the statutory tax rate by our investments in municipal securities, company owned life insurance, state tax credits, net of the effect of

49


 

certain non-deductible expenses and the recognition of excess tax benefits related to stock compensation.  The higher effective tax rate in 2019 compared to 2018 is mainly the result of the nontaxable life insurance death benefit proceeds received in 2018 as well as a larger amount of excess tax benefits related to stock compensation in 2018.

Financial Condition

2020 compared to 2019

Total assets increased $946.9 million, or 46.5%, from December 31, 2019 to December 31, 2020. Loans grew from $1.420 billion at December 31, 2019 to $1.891 billion at December 31, 2020, a 33.2% increase. Loans held for sale increased $11.4 million, or 6.8%, during 2020 which is primarily related to the timing of selling residential and commercial real estate loans. Available for sale securities increased $278.1 million, or 128%, as the Company deployed excess capital into such investments. Also, included in these changes is growth from our acquisitions of FCB and BOW which included $514.7 million in total assets, primarily made up of $294.7 million in loans and $98.7 million in securities.        

Total liabilities increased $876.5 million, or 49.7%, from December 31, 2019 to December 31, 2020. Deposits increased from $1.729 billion at December 31, 2019 to $2.568 billion at December 31, 2020, a 48.5% increase. Included in liabilities is the third quarter issuance of $29.4 million in subordinated debt during the onset of the COVID-19 pandemic. In addition, total liabilities and deposits acquired in our FCB and BOW acquisitions were $447.4 million and $442.7 million, respectively.   

2019 compared to 2018

Total assets increased $73.3 million, or 3.7%, from December 31, 2018 to December 31, 2019. Loans decreased from $1.430 billion at December 31, 2018 to $1.420 billion at December 31, 2019, a 0.7% decrease. Loans held for sale increased $110.6 million, or 192.0%, during 2019 which is primarily related to transaction volume of selling residential and commercial real estate loans as a result of continued strong growth.  Securities decreased $31.1 million, or 12.6%.     

Total liabilities increased $54.7 million, or 3.2%, from December 31, 2018 to December 31, 2019. Deposits increased from $1.570 billion at December 31, 2018 to $1.729 billion at December 31, 2019, a 10.2% increase. We paid down our Federal Home Loan Bank advances $115.0 million, or 92.0%, from December 31, 2018 to December 31, 2019 as we were able to rely more on deposit funding.  

Investment Securities

The primary purpose of our investment portfolio is to provide another source of interest income, as well as liquidity management. In managing the composition of the balance sheet, we seek a balance between earnings sources and credit and liquidity considerations. We manage our investment portfolio according to a written investment policy approved by our board of directors. Balances in our investment portfolio are subject to change over time based on our funding needs and interest rate risk management objectives. Our liquidity levels take into account anticipated future cash flows and all available sources of funds, and are maintained at levels we believe are appropriate to assure future flexibility in meeting our anticipated funding needs.

Our investment portfolio consists primarily of securities issued by U.S. government-sponsored agencies, obligations of states and political subdivisions, agency mortgage-backed securities, asset-backed securities and other debt securities, all with varying contractual maturities. However, these maturities do not necessarily represent the expected life of the securities as some of these securities may be called or paid down without penalty prior to their stated maturities. The investment portfolio is regularly reviewed by the Asset Liability Management committee, or ALCO, of the bank to ensure an appropriate risk and return profile as well as for adherence to the investment policy.

50


 

Our investment portfolio totaled $488.6 million, $216.4 million, and $247.5 million at December 31, 2020, 2019 and 2018, respectively. Excluding investment securities acquired in our acquisitions of FCB and BOW, our investment portfolio increased significantly as part of our efforts to improve balance sheet management through investing in high quality securities and deploying excess liquidity resulting from increased deposits. See “Note 3 to our Consolidated Financial Statements” for additional information on our investment securities.

The following table presents the fair value of our securities as of December 31, 2020 by their stated maturities (this maturity schedule excludes security prepayment and call features), as well as the weighted average yields for each maturity range.

 

 

 

Due in one year or less

 

 

Due in one year to five years

 

 

Due in five years to ten years

 

 

Due after ten years

 

 

 

Fair Value

 

 

Weighted Average Yield

 

 

Fair Value

 

 

Weighted Average Yield

 

 

Fair Value

 

 

Weighted Average Yield

 

 

Fair Value

 

 

Weighted Average Yield

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U. S. government agency securities

 

$

3,003

 

 

 

1.3

%

 

$

3,056

 

 

 

2.4

%

 

$

10,331

 

 

 

2.0

%

 

$

 

 

 

 

State and municipal securities

 

 

7,812

 

 

 

3.1

%

 

 

20,696

 

 

 

3.0

%

 

 

61,795

 

 

 

2.1

%

 

 

1,627

 

 

 

1.6

%

Mortgage-backed securities

 

 

12,860

 

 

 

0.4

%

 

 

121,645

 

 

 

1.4

%

 

 

150,281

 

 

 

1.4

%

 

 

51,575

 

 

 

1.1

%

Asset-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,193

 

 

 

1.0

%

 

 

 

 

 

 

Other debt securities

 

 

2,782

 

 

 

4.7

%

 

 

27,246

 

 

 

4.2

%

 

 

8,313

 

 

 

5.2

%

 

 

 

 

 

 

Total securities available for sale

 

$

26,457

 

 

 

3.4

%

 

$

172,643

 

 

 

2.9

%

 

$

233,913

 

 

 

3.4

%

 

$

53,202

 

 

 

2.8

%

Securities held to maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and municipal securities

 

$

609

 

 

 

3.7

%

 

$

1,895

 

 

 

3.1

%

 

$

 

 

 

 

 

$

 

 

 

 

Total securities held to maturity

 

$

609

 

 

 

3.7

%

 

$

1,895

 

 

 

3.1

%

 

$

 

 

 

 

 

$

 

 

 

 

 

Loans and Leases

Loans and leases are our largest category of earning assets and typically provide higher yields than other types of earning assets. Associated with the higher loan yields are the inherent credit and liquidity risks that we attempt to control and counterbalance.

The composition of gross loans and leases at December 31 for each of the past five years and the percentage of each classification to total loans are summarized as follows:

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

December 31, 2018

 

 

December 31, 2017

 

 

December 31, 2016

 

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

Commercial real estate - owner occupied

 

$

162,603

 

 

8.6

%

 

$

172,456

 

 

12.1

%

 

$

141,864

 

 

9.9

%

 

$

101,132

 

 

10.7

%

 

$

106,735

 

 

11.4

%

Commercial real estate - non-owner occupied

 

 

481,229

 

 

25.4

%

 

 

387,443

 

 

27.3

%

 

 

408,582

 

 

28.6

%

 

 

249,490

 

 

26.3

%

 

 

195,587

 

 

20.9

%

Consumer real estate

 

 

343,791

 

 

18.2

%

 

 

256,097

 

 

18.0

%

 

 

253,562

 

 

17.7

%

 

 

102,581

 

 

10.8

%

 

 

97,015

 

 

10.4

%

Construction and land development

 

 

174,859

 

 

9.2

%

 

 

143,111

 

 

10.1

%

 

 

174,670

 

 

12.2

%

 

 

82,586

 

 

8.7

%

 

 

94,491

 

 

10.1

%

Commercial and industrial

 

 

630,775

 

 

33.4

%

 

 

394,408

 

 

27.8

%

 

 

404,600

 

 

28.3

%

 

 

373,248

 

 

39.4

%

 

 

379,620

 

 

40.6

%

Consumer

 

 

44,279

 

 

2.3

%

 

 

28,426

 

 

2.0

%

 

 

25,615

 

 

1.8

%

 

 

6,862

 

 

0.8

%

 

 

5,974

 

 

0.6

%

Other

 

 

53,483

 

 

2.8

%

 

 

38,161

 

 

2.7

%

 

 

20,901

 

 

1.5

%

 

 

31,638

 

 

3.3

%

 

 

55,829

 

 

6.0

%

Total gross loans and leases

 

$

1,891,019

 

 

100.0

%

 

$

1,420,102

 

 

100.0

%

 

$

1,429,794

 

 

100.0

%

 

$

947,537

 

 

100.0

%

 

$

935,251

 

 

100.0

%

 

Over the past five years, we have experienced significant growth in our loan portfolio. During 2016 and continuing through 2020, we recognized growth in the commercial real estate loan classifications reflecting the development of the Target Market in which we operate. The acquisitions of FCB and BOW have increased various loan balance classifications and provided further diversity in our loan portfolio through more consumer-oriented loan products.

51


 

Our primary focus has been on commercial and industrial and commercial real estate lending, which constituted 67% of our loan portfolio as of December 31, 2020. Although we expect continued growth with respect to our loan portfolio, we do not expect any significant changes over the foreseeable future in the composition of our loan portfolio or in our emphasis on commercial lending. Our loan growth since inception has been reflective of the Target Market in which we serve. The commercial real estate category includes owner-occupied commercial real estate loans which are similar in many ways to our commercial and industrial lending in that these loans are generally made to businesses on the basis of the cash flows of the affiliated business rather than on the valuation and cash flows of the real estate from unaffiliated tenants. Since 2009, our commercial and industrial and commercial real estate portfolios have continued to experience strong growth, primarily due to implementation of our relationship-based banking model and the success of our relationship managers in transitioning commercial banking relationships from other local financial institutions and in competing for new business from attractive small to mid-sized commercial clients. Many of our larger commercial clients have lengthy relationships with members of our senior management team or our relationship managers that date back to their employment by other financial institutions.

The repayment of loans is a source of additional liquidity for us. The following table details maturities and sensitivity to interest rate changes for our loan portfolio at December 31, 2020.

 

 

 

December 31, 2020

 

 

 

Due in 1 year or less

 

 

Due in 1-5 years

 

 

Due after 5 years

 

 

Total

 

Commercial real estate

 

$

203,809

 

 

$

203,753

 

 

$

236,270

 

 

$

643,832

 

Consumer real estate

 

 

277,021

 

 

 

20,545

 

 

 

46,225

 

 

 

343,791

 

Construction and land development

 

 

67,241

 

 

 

39,189

 

 

 

68,429

 

 

 

174,859

 

Commercial and industrial

 

 

148,103

 

 

 

319,650

 

 

 

163,022

 

 

 

630,775

 

Consumer

 

 

15,223

 

 

 

9,035

 

 

 

20,021

 

 

 

44,279

 

Other

 

 

15,873

 

 

 

15,496

 

 

 

22,114

 

 

 

53,483

 

Total gross loans

 

$

727,270

 

 

$

607,668

 

 

$

556,081

 

 

$

1,891,019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate sensitivity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed interest rates

 

 

127,762

 

 

 

336,034

 

 

 

228,118

 

 

 

691,914

 

Floating or adjustable interest rates

 

 

599,508

 

 

 

271,634

 

 

 

327,963

 

 

 

1,199,105

 

Total gross loans

 

$

727,270

 

 

$

607,668

 

 

$

556,081

 

 

$

1,891,019

 

 

The information presented in the table above is based upon the contractual maturities of the individual 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 at their maturity. Consequently, we believe that this treatment presents fairly the maturity structure of the loan portfolio.

Asset Quality

One of our key objectives is to maintain a high level of asset quality in our loan portfolio. We utilize disciplined and thorough underwriting processes that collaboratively engage our seasoned and experienced business bankers, credit underwriters and portfolio managers in the analysis of each loan request. Based upon our aggregate exposure to any given borrower relationship, we employ scaled review of loan originations that may involve senior credit officers, our Chief Credit Officer, our bank’s Credit Committee or, ultimately, our full board of directors. In addition, we have adopted underwriting guidelines to be followed by our lending officers that require senior management review of proposed extensions of credit exceeding certain thresholds. When delinquencies exist, we monitor the levels of such delinquencies for any negative or adverse trends. Our loan review procedures include approval of lending policies and underwriting guidelines by the board of directors of our bank, an independent loan review, approval of larger credit relationships by our bank’s Credit Committee and loan quality documentation procedures. Like other financial institutions, we are subject to the risk that our loan portfolio will be subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

52


 

We target small and medium sized businesses, the owners and operators of such businesses and other consumers and high net worth individuals as loan clients. Because of their size, these borrowers may be less able to withstand competitive or economic pressures than larger borrowers in periods of economic weakness. If loan losses occur at a level where the allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease. We use an independent consulting firm to review our loans for quality in addition to the reviews that may be conducted internally and by bank regulatory agencies as part of their examination process. Our bank has procedures and processes in place intended to assess whether losses exceed the potential amounts documented in our bank’s impairment analyses and to reduce potential losses in the remaining performing loans within our loan portfolio. These procedures and processes include the following:

 

we monitor the past due and overdraft reports on a weekly basis to identify deterioration as early as possible and the placement of identified loans on the watch list;

 

we perform quarterly credit reviews for all watch list/classified loans, including formulation of action plans. When a workout is not achievable, we move to collection/foreclosure proceedings to obtain control of the underlying collateral as rapidly as possible to minimize the deterioration of collateral and/or the loss of its value;

 

we require updated financial information, global inventory aging and interest carry analysis where appropriate for existing borrowers to help identify potential future loan payment problems; and

 

we generally limit loans for new construction to established builders and developers that have an established record of turning their inventories, and we restrict our funding of undeveloped lots and land.

Our bank 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. Our bank analyzes loans individually by classifying each loan as to credit risk. This analysis includes all commercial loans and consumer relationships with an outstanding balance greater than $500,000, individually. This analysis is performed on a regular basis by the relationship managers and credit department personnel. On at least an annual basis an independent party performs a formal credit risk review of a sample of the loan portfolio. Among other things, this review assesses the appropriateness of the risk rating of each loan in the sample.  See “Note 4 to our Consolidated Financial Statements” for a table that provides the risk category of loans by applicable class of loans.

Non-Performing Loans and Assets

Information summarizing non-performing assets, including non-accrual loans follows.

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

Non-accrual loans

 

$

4,817

 

 

$

1,464

 

 

$

2,078

 

 

$

2,695

 

 

$

3,619

 

Troubled debt restructurings

 

 

1,928

 

 

 

2,717

 

 

 

1,391

 

 

 

1,206

 

 

 

1,272

 

Loans past due greater than 89 days and still accruing

 

 

3,296

 

 

 

38

 

 

 

214

 

 

 

231

 

 

 

 

Non-performing loans

 

 

4,817

 

 

 

1,464

 

 

 

2,078

 

 

 

2,695

 

 

 

3,619

 

Foreclosed real estate

 

 

523

 

 

 

1,044

 

 

 

988

 

 

 

 

 

 

 

Non-performing assets

 

$

5,340

 

 

$

2,508

 

 

$

3,066

 

 

$

2,695

 

 

$

3,619

 

Non-performing loans as a percentage of total loans

 

 

0.25

%

 

 

0.10

%

 

 

0.15

%

 

 

0.28

%

 

 

0.39

%

Non-performing assets as a percentage of total assets

 

 

0.18

%

 

 

0.12

%

 

 

0.16

%

 

 

0.20

%

 

 

0.27

%

53


 

The balance of non-performing assets can fluctuate due to changes in economic conditions. We have established a policy to discontinue accruing interest on loans (that is, place the loans on non-accrual status) after they have become 90 days delinquent as to payment of principal or interest, unless the loans are considered to be well-collateralized and are in the process of collection. Consumer loans and any accrued interest are typically charged off no later than 180 days past due. In addition, a loan will not be placed on non-accrual status before it becomes 90 days delinquent unless management believes that the collection of all principal and interest is not expected in a timely manner. Interest previously accrued but uncollected on such loans is reversed and charged against interest income when the receivable is determined to be uncollectible. If we believe that a loan will not be collected in full, we will increase the allowance for loan losses to reflect management’s estimate of any potential exposure or loss. Generally, payments received on non-accrual loans are applied directly to principal. As of December 31, 2020, there were not any loans, outside of those included in the table above, that cause management to have serious doubts as to the ability of borrowers to comply with present repayment terms. 

Due to the weakening credit status of a borrower, we may elect to formally restructure certain loans to facilitate a repayment plan that seeks to minimize the potential losses, if any, that we might incur.  The effect of these changes is assessed to determine if the loan should be classified as a Troubled Debt Restructure. Loans that have been restructured that are on non-accruing status as of the date of restructuring, are included in the nonperforming loan balances as discussed above and are classified as impaired loans.  Loans that have been restructured that are on accrual status as of the restructure date are not included in nonperforming loans; however, such loans are still considered impaired.

Allowance for Loan Losses (allowance)

Our allowance for loan losses represents our estimate of probable inherent credit losses in the loan portfolio. We determine the allowance based on an ongoing evaluation of risk as it correlates to potential losses within the portfolio. Increases in the allowance are made by charges to the provision for loan losses. Loans deemed to be uncollectible are charged against the allowance. Recoveries of previously charged-off amounts are credited to our allowance.  The judgments and estimates associated with our allowance determination are described under “Critical Accounting Policies and Estimates” above and in Notes 1 and 4 to the “Notes to Consolidated Financial Statements.”

The following table presents a summary of changes in the allowance for loan losses for the periods and dates indicated.

 

 

 

Year ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

Total loans outstanding, net of unearned income

 

$

1,891,019

 

 

$

1,420,102

 

 

$

1,429,794

 

 

$

947,537

 

 

$

935,251

 

Average loans outstanding, net of unearned income

 

 

1,695,998

 

 

 

1,451,821

 

 

 

1,134,836

 

 

 

987,710

 

 

 

888,541

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan and lease losses at beginning of period

 

 

12,604

 

 

 

12,113

 

 

 

13,721

 

 

 

11,634

 

 

 

10,132

 

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

350

 

Consumer real estate

 

 

49

 

 

 

39

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

728

 

 

 

455

 

 

 

4,831

 

 

 

12,769

 

 

 

956

 

Consumer

 

 

172

 

 

 

164

 

 

 

84

 

 

 

 

 

 

146

 

Other

 

 

277

 

 

 

140

 

 

 

39

 

 

 

 

 

 

 

Total charge-offs

 

 

1,226

 

 

 

798

 

 

 

4,954

 

 

 

12,769

 

 

 

1,452

 

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

10

 

 

 

23

 

 

 

22

 

 

 

9

 

 

 

52

 

Consumer real estate

 

 

14

 

 

 

20

 

 

 

4

 

 

 

 

 

 

 

Construction and land development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

235

 

 

 

380

 

 

 

395

 

 

 

1,865

 

 

 

23

 

Consumer

 

 

76

 

 

 

82

 

 

 

75

 

 

 

112

 

 

 

50

 

Other

 

 

53

 

 

 

23

 

 

 

8

 

 

 

 

 

 

 

Total recoveries

 

 

388

 

 

 

528

 

 

 

504

 

 

 

1,986

 

 

 

125

 

Net charge-offs

 

 

838

 

 

 

270

 

 

 

4,450

 

 

 

10,783

 

 

 

1,327

 

Provision for loan and lease losses

 

 

11,479

 

 

 

761

 

 

 

2,842

 

 

 

12,870

 

 

 

2,829

 

Allowance for loan and lease losses at period end

 

$

23,245

 

 

$

12,604

 

 

$

12,113

 

 

$

13,721

 

 

$

11,634

 

Allowance for loan and lease losses to period end loans

 

 

1.23

%

 

 

0.89

%

 

 

0.85

%

 

 

1.45

%

 

 

1.24

%

Net charge-offs to average loans

 

 

0.05

%

 

 

0.02

%

 

 

0.39

%

 

 

1.09

%

 

 

0.15

%

54


 

See “Provision for Loan losses” above for discussion of the changes in the provision for loan losses.

While no portion of our 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 tables represent management’s allocation of our allowance to specific loan categories for the periods indicated.

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

December 31, 2018

 

 

December 31, 2017

 

 

December 31, 2016

 

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

 

Amount

 

Percent

 

Commercial real estate

 

$

7,349

 

 

31.6

%

 

$

3,599

 

 

28.6

%

 

$

3,309

 

 

27.3

%

 

$

3,324

 

 

24.2

%

 

$

2,655

 

 

22.8

%

Consumer real estate

 

 

1,831

 

 

7.9

%

 

 

1,231

 

 

9.8

%

 

 

1,005

 

 

8.3

%

 

 

1,063

 

 

7.7

%

 

 

1,013

 

 

8.7

%

Construction and land development

 

 

3,476

 

 

15.0

%

 

 

2,058

 

 

16.3

%

 

 

2,431

 

 

20.1

%

 

 

1,628

 

 

11.9

%

 

 

1,574

 

 

13.5

%

Commercial and industrial

 

 

9,708

 

 

41.8

%

 

 

5,074

 

 

40.3

%

 

 

5,036

 

 

41.6

%

 

 

7,209

 

 

52.5

%

 

 

5,618

 

 

48.3

%

Consumer

 

 

305

 

 

1.3

%

 

 

222

 

 

1.8

%

 

 

105

 

 

0.9

%

 

 

91

 

 

0.7

%

 

 

76

 

 

0.7

%

Other

 

 

576

 

 

2.5

%

 

 

420

 

 

3.3

%

 

 

227

 

 

1.9

%

 

 

406

 

 

3.0

%

 

 

698

 

 

6.0

%

Total allowance for loan and lease losses

 

$

23,245

 

 

100.0

%

 

$

12,604

 

 

100.0

%

 

$

12,113

 

 

100.0

%

 

$

13,721

 

 

100.0

%

 

$

11,634

 

 

100.0

%

 

Changes in the allocation of the allowance from year to year in various categories are influenced by the level of net charge-offs in respective categories and other factors including, but not limited to, an evaluation of the impact of current economic conditions and trends, risk allocations tied to specific loans or groups of loans and changes in qualitative allocations.  Management believes that allocations for each loan category are reasonable and reflective of risk inherent in the portfolio.

Deposits

Client deposits are the primary funding source for our loan growth. The following table presents the average balance and average rate paid on deposits for each of the following categories for the periods indicated.

 

 

 

Year ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

 

 

Average Balance

 

 

Average Rate Paid

 

 

Average Balance

 

 

Average Rate Paid

 

 

Average Balance

 

 

Average Rate Paid

 

Types of Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing demand deposits

 

$

558,416

 

 

 

0.00

%

 

$

315,031

 

 

 

0.00

%

 

$

262,280

 

 

 

0.00

%

Interest-bearing demand deposits

 

 

744,144

 

 

 

0.52

%

 

 

499,468

 

 

 

1.51

%

 

 

330,952

 

 

 

1.26

%

Money market accounts

 

 

463,183

 

 

 

1.10

%

 

 

444,685

 

 

 

1.62

%

 

 

409,055

 

 

 

1.33

%

Savings accounts

 

 

86,350

 

 

 

0.11

%

 

 

49,902

 

 

 

0.08

%

 

 

14,997

 

 

 

0.09

%

Time deposits, $100,000 and over

 

 

293,901

 

 

 

1.61

%

 

 

267,509

 

 

 

2.21

%

 

 

177,366

 

 

 

1.76

%

Time deposits, less than $100,000

 

 

113,323

 

 

 

0.51

%

 

 

94,447

 

 

 

1.72

%

 

 

50,395

 

 

 

1.63

%

Total deposits

 

$

2,259,317

 

 

 

0.64

%

 

$

1,671,042

 

 

 

1.34

%

 

$

1,245,045

 

 

 

0.73

%

Total average deposits increased 35.2% in 2020 compared to 2019 and increased 34.2% in 2019 compared to 2018.  Much of the growth in deposits in 2020 is related to our acquisitions of FCB and BOW.  However, we have been able to increase average noninterest-bearing demand deposits each year as we focus on building and expanding client relationships. The Target Market is an already competitive market, which has been further impacted by the COVID-19 pandemic. The pandemic has led to liquidity concerns and excess deposits, as consumer confidence is low and the future economy remains uncertain.  

The following table presents the maturities of our time deposits as of December 31, 2020.

 

 

 

December 31, 2020

 

 

 

Three months or less

 

 

Over three through six months

 

 

Over six through twelve months

 

 

Over twelve months

 

 

Total

 

Time deposits, $100,000 or more

 

$

106,697

 

 

$

66,675

 

 

$

110,868

 

 

$

57,063

 

 

$

341,303

 

Time deposits, less than $100,000

 

 

29,098

 

 

 

23,912

 

 

 

39,914

 

 

 

35,301

 

 

 

128,225

 

Total

 

$

135,795

 

 

$

90,587

 

 

$

150,782

 

 

$

92,364

 

 

$

469,528

 

55


 

 

Capital Adequacy

As of December 31, 2020, CapStar Financial’s capital ratios were as follows.

 

 

Well Capitalized Guidelines

 

 

December 31, 2020

 

Total risk-based capital

10.00%

 

 

16.03%

 

Tier 1 risk-based capital

8.00%

 

 

13.52%

 

Common equity tier 1 capital

6.50%

 

 

13.52%

 

Tier 1 leverage

5.00%

 

 

9.60%

 

 

See Note 16 to the “Notes to Consolidated Financial Statements” for additional information related to our capital position.

Market and Liquidity Risk Management

Our objective is to manage assets and liabilities to provide a satisfactory, consistent level of profitability within the framework of our established liquidity, loan, investment, borrowing, and capital policies. Our ALCO is charged with the responsibility of monitoring these policies, which are designed to ensure an acceptable composition of asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management.

Interest Rate Simulation Sensitivity Analysis

Managing interest rate risk is fundamental for the financial services industry. By considering both on and off-balance sheet financial instruments, management evaluates interest rate sensitivity while attempting to optimize net interest income within the constraints of prudent capital adequacy, liquidity needs, market opportunities and customer requirements.

We use earnings at risk, or EAR, simulations to assess the impact of changing rates on earnings under a variety of scenarios and time horizons. The simulation model is designed to reflect the dynamics of interest earning assets, interest bearing liabilities and off-balance sheet financial instruments.  These simulations utilize both instantaneous and parallel changes in the level of interest rates, as well as non-parallel changes such as changing slopes and twists of the yield curve.  Static simulation models are based on current exposures and assume a constant balance sheet with no new growth.  Dynamic simulation models are also utilized that rely on detailed assumptions regarding changes in existing products, new business, and changes in management and client behavior.  By estimating the effects of interest rate increases and decreases, the model can reveal approximate interest rate risk exposure. The simulation model is used by management to gauge approximate results given a specific change in interest rates at a given point in time. The model is therefore a tool to indicate earnings trends in given interest rate scenarios and does not indicate actual expected results.

At December 31, 2020, our EAR static simulation results indicated that our balance sheet is asset sensitive to parallel shifts in interest rates. This indicates that our assets generally reprice faster than our liabilities, which results in a favorable impact to net interest income when market interest rates increase and an unfavorable impact to net interest income when market interest rates decline. Many assumptions are used to calculate the impact of interest rate fluctuations on our net interest income, such as asset prepayments, non-maturity deposit price sensitivity and decay rates, and key rate drivers. Because of the inherent use of these estimates and assumptions in the model, our actual results may, and most likely will, differ from our static EAR results. In addition, static EAR results do not include actions that our management may undertake to manage the risks in response to anticipated changes in interest rates or client behavior. For example, as part of our asset/liability management strategy, management has the ability to increase asset duration and/or decrease liability duration in order to reduce asset sensitivity, or to decrease asset duration and/or increase liability duration in order to increase asset sensitivity. 

56


 

The following table illustrates the results of our EAR analysis to determine the extent to which our net interest income over the next 12 months would change if prevailing interest rates increased or decreased by the specified amounts.

 

 

 

Net interest income change

 

Increase 200bp

 

4.6%

 

Increase 100bp

 

 

2.0

 

Decrease 100bp

 

 

(2.2)

 

 

Liquidity Risk Management

Liquidity risk is the risk that we will be unable to meet our obligations as they become due because of an inability to liquidate assets or obtain adequate funding.  To manage liquidity risk, management has established a comprehensive management process for identifying, measuring, monitoring and controlling liquidity risk.  Because of its critical importance to the viability of the Bank, liquidity risk management is fully integrated into our risk management processes. Critical elements of our liquidity risk management include: effective corporate governance consisting of oversight by the board of directors and active involvement by management; appropriate strategies, policies, procedures, and limits used to manage and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems (including assessments of the current and prospective cash flows or sources and uses of funds) that are commensurate with the complexity and business activities of the Bank; active management of intraday liquidity and collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of highly liquid marketable securities free of legal, regulatory, or operational impediments, that can be used to meet liquidity needs in stressful situations; comprehensive contingency funding plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of the institution’s liquidity risk management process.

The role of liquidity management is to ensure funds are available to meet depositors’ withdrawal and borrowers’ credit demands while at the same time optimizing financial results within our corporate guidelines. This is accomplished by balancing changes in demand for funds with changes in the supply of those funds. Liquidity is provided by short-term liquid assets that can be converted to cash, investment securities available-for-sale, various lines of credit available to us, and the ability to attract funds from external sources, principally deposits.

Our most liquid assets are comprised of cash and due from banks, available-for-sale marketable investment securities and federal funds sold. The fair value of the available-for-sale investment portfolio was $486.2 million at December 31, 2020. We pledge portions of our investment securities portfolio to secure public fund deposits, derivative positions and Federal Home Loan Bank (“FHLB”) advances. At December 31, 2020, total investment securities pledged for these purposes comprised 33% of the estimated fair value of the entire investment portfolio, leaving $325.2 million of unpledged securities.

We have a large base of non-maturity customer deposits, defined as demand, savings, and money market deposit accounts. At December 31, 2020, such deposits totaled $2.1 billion and represented 82% of our total deposits.

Other sources of funds available to meet daily needs include FHLB advances. As a member of the FHLB of Cincinnati, the Company has access to credit products offered by the FHLB. The Company views these borrowings as a low cost alternative to other time deposits. At December 31, 2020, available credit from the FHLB totaled $433.9 million. Additionally, we had available federal funds purchased lines with correspondent banks totaling $125 million at December 31, 2020.

The principal source of cash for CapStar Financial is dividends paid to it as the sole shareholder of the Bank. At December 31, 2020, the Bank was able to pay up to $49.6 million in dividends to CapStar Financial without regulatory approval subject to the ongoing capital requirements of the Bank.

Accordingly, management believes that our funding sources are at sufficient levels to satisfy our short-term and long-term liquidity needs.

57


 

Contractual Obligations

The following table presents additional information about contractual obligations as of December 31, 2020, which by their terms have contractual maturity and termination dates subsequent to December 31, 2020.

 

Contractual Obligations:

 

Due in 1 year or less

 

 

Due after 1 through 3 years

 

 

Due after 3 through 5 years

 

 

Due after 5 years

 

 

Total

 

Subordinated debt

 

$

 

 

$

 

 

$

 

 

$

29,423

 

 

$

29,423

 

FHLB advances

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

Certificates of deposits $100,000 or more

 

 

284,110

 

 

 

42,746

 

 

 

13,847

 

 

 

600

 

 

 

341,303

 

Certificates of deposits less than $100,000

 

 

93,054

 

 

 

28,550

 

 

 

6,609

 

 

 

12

 

 

 

128,225

 

Lease liabilities

 

 

1,726

 

 

 

3,163

 

 

 

2,500

 

 

 

6,581

 

 

 

13,970

 

Total

 

$

388,890

 

 

$

74,459

 

 

$

22,956

 

 

$

36,616

 

 

$

522,921

 

 

Borrowings

The following table outlines our sources of short-term and long-term borrowed funds during the year ended December 31, 2020, and the amount outstanding at the end of each period, the maximum amount, average amount and average interest rate that we paid for each borrowing source during the period. The maximum month end balance represents the high indebtedness of borrowed funds at any time during each of the periods shown.  Stated period end rates are contractual rates.

 

 

 

As of or for the year ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average for the period

 

 

 

Ending balance

 

 

Stated period end rate

 

 

Maximum month end balance

 

 

Balance

 

 

Rate

 

Short-term borrowed funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term FHLB advances

 

$

10,000

 

 

 

0.33

%

 

$

90,000

 

 

$

12,732

 

 

 

1.12

%

Long-term borrowed funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subordinated debt

 

 

29,423

 

 

 

5.25

%

 

 

29,423

 

 

 

15,036

 

 

 

5.27

%

 

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various transactions that, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our clients. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in our consolidated balance sheets. Most of these commitments mature within two years and are expected to expire without being drawn upon. Standby letters of credit are included in the determination of the amount of risk-based capital that the Company and the Bank are required to hold.

We enter into contractual loan commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of our commitments to extend credit are contingent upon clients maintaining specific credit standards until the time of loan funding.

Standby letters of credit are written conditional commitments issued by us to guarantee the performance of a client to a third party. In the event that the client does not perform in accordance with the terms of the agreement with the third party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek recovery from the client. Our policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.

We minimize our exposure to loss under loan commitments and standby letters of credit by subjecting them to the same credit approval and monitoring procedures as we do for on-balance sheet instruments. We assess the credit risk associated with certain commitments to extend credit and establish a liability for probable credit losses. The effect on our revenue, expenses, cash flows and liquidity of the unused portions of these commitments cannot be reasonably predicted because there is no guarantee that the lines of credit will be used.

58


 

Our off-balance sheet arrangements are summarized in the following table for the periods indicated.

 

 

 

Contract or notional amount

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

December 31, 2018

 

Financial instruments whose contract amounts represent

   credit risk:

 

 

 

 

 

 

 

 

 

 

 

 

Unused commitments to extend credit

 

$

804,520

 

 

$

672,933

 

 

$

707,675

 

Standby letters of credit

 

 

10,403

 

 

 

9,634

 

 

 

12,273

 

Total

 

$

814,923

 

 

$

682,567

 

 

$

719,948

 

 

Non-GAAP Financial Measures

This Report includes the following financial measures that have been prepared other than in accordance with generally accepted accounting principles in the United States (“non-GAAP financial measures”): tangible common equity, tangible common equity to total tangible assets and tangible common equity per share. The Company believes that these non-GAAP financial measures (i) provide useful information to management and investors that is supplementary to its financial condition, results of operations and cash flows computed in accordance with GAAP, (ii) enable a more complete understanding of factors and trends affecting the Company’s business, and (iii) allow investors to evaluate the Company’s performance in a manner similar to management, the financial services industry, bank stock analysts and bank regulators; however, the Company acknowledges that its non-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 to non-GAAP financial measures that other companies use.

The following table presents a reconciliation of tangible common equity, tangible common equity to total tangible assets and tangible book value per share of common stock to the most directly comparable GAAP financial measures.

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

December 31, 2018

 

 

December 31, 2017

 

 

December 31, 2016

 

Total equity

 

$

343,486

 

 

$

273,046

 

 

$

254,379

 

 

$

146,946

 

 

$

139,207

 

Less core deposit intangible

 

 

(8,630

)

 

 

(6,883

)

 

 

(8,538

)

 

 

(23

)

 

 

(71

)

Less goodwill

 

 

(41,068

)

 

 

(37,510

)

 

 

(37,510

)

 

 

(6,219

)

 

 

(6,219

)

Less preferred equity

 

 

 

 

 

 

 

 

(9,000

)

 

 

(9,000

)

 

 

(9,000

)

Tangible common equity

 

$

293,788

 

 

$

228,653

 

 

$

199,331

 

 

$

131,704

 

 

$

123,917

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,987,006

 

 

$

2,037,201

 

 

$

1,963,883

 

 

$

1,344,429

 

 

$

1,333,675

 

Less core deposit intangible

 

 

(8,630

)

 

 

(6,883

)

 

 

(8,538

)

 

 

(23

)

 

 

(71

)

Less goodwill

 

 

(41,068

)

 

 

(37,510

)

 

 

(37,510

)

 

 

(6,219

)

 

 

(6,219

)

Total tangible assets

 

$

2,937,308

 

 

$

1,992,808

 

 

$

1,917,835

 

 

$

1,338,187

 

 

$

1,327,385

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders' equity to total assets

 

 

11.50

%

 

 

13.40

%

 

 

12.95

%

 

 

10.93

%

 

 

10.44

%

Tangible common equity ratio

 

 

10.00

%

 

 

11.47

%

 

 

10.39

%

 

 

9.84

%

 

 

9.34

%

Total shares of common stock outstanding

 

 

21,988,803

 

 

 

18,361,922

 

 

 

17,724,721

 

 

 

11,582,026

 

 

 

11,204,515

 

Book value per share of common stock

 

$

15.62

 

 

$

14.87

 

 

$

13.84

 

 

$

11.91

 

 

$

11.62

 

Tangible book value per share of common stock

 

 

13.36

 

 

 

12.45

 

 

 

11.25

 

 

 

11.37

 

 

 

11.06

 

 

59


 

 

 

Recently Issued Accounting Pronouncements

Recently issued accounting pronouncements are discussed in Note 1 to the “Notes to Consolidated Financial Statements” in this Report.

Impact of Inflation

The consolidated financial statements and related consolidated financial data presented herein have been prepared in accordance with U.S. GAAP and practices within the banking industry which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information required by this item is included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market and Liquidity Risk Management – Interest Rate Simulation Sensitivity Analysis” and is incorporated herein by reference.

 

 

 

60


 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

INDEX TO FINANCIAL STATEMENTS

 

 

 

61


 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and the Board of Directors of CapStar Financial Holdings, Inc.:

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CapStar Financial Holdings, Inc. and its subsidiary (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting under PCAOB standards. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Elliott Davis, LLC

 

We have served as the Company's auditor since 2017.

 

Franklin, Tennessee

March 5, 2021

 

62


 

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Consolidated Balance Sheets

(Dollars in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

December 31, 2019

 

Assets

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

49,980

 

 

$

17,726

 

Interest-bearing deposits in financial institutions

 

 

227,459

 

 

 

83,368

 

Federal funds sold

 

 

 

 

 

175

 

Total cash and cash equivalents

 

 

277,439

 

 

 

101,269

 

Securities available-for-sale, at fair value

 

 

486,215

 

 

 

213,129

 

Securities held-to-maturity, fair value of $2,504 and $3,411

   at December 31, 2020 and 2019, respectively

 

 

2,407

 

 

 

3,313

 

Loans held for sale (includes $97,303 and $30,740 measured

   at fair value at December 31, 2020 and 2019, respectively)

 

 

179,669

 

 

 

168,222

 

Loans

 

 

1,891,019

 

 

 

1,420,102

 

Less allowance for loan losses

 

 

(23,245

)

 

 

(12,604

)

Loans, net

 

 

1,867,774

 

 

 

1,407,498

 

Premises and equipment, net

 

 

26,689

 

 

 

19,184

 

Restricted equity securities

 

 

15,562

 

 

 

13,689

 

Accrued interest receivable

 

 

8,771

 

 

 

5,792

 

Goodwill

 

 

41,068

 

 

 

37,510

 

Core deposit intangible, net

 

 

8,630

 

 

 

6,883

 

Other real estate owned, net

 

 

523

 

 

 

1,044

 

Other assets

 

 

72,259

 

 

 

59,668

 

Total assets

 

$

2,987,006

 

 

$

2,037,201

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

662,934

 

 

$

312,096

 

Interest-bearing

 

 

844,101

 

 

 

607,211

 

Savings and money market accounts

 

 

591,438

 

 

 

506,692

 

Time

 

 

469,528

 

 

 

303,452

 

Total deposits

 

 

2,568,001

 

 

 

1,729,451

 

Federal Home Loan Bank advances

 

 

10,000

 

 

 

10,000

 

Subordinated debt

 

 

29,423

 

 

 

 

Other liabilities

 

 

36,096

 

 

 

24,704

 

Total liabilities

 

 

2,643,520

 

 

 

1,764,155

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

Common stock, voting, $1 par value; 25,000,000 shares authorized;

  21,988,803 and 18,361,922 shares issued and outstanding

   at December 31, 2020 and 2019, respectively

 

 

21,989

 

 

 

18,362

 

Additional paid-in capital

 

 

246,890

 

 

 

207,083

 

Retained earnings

 

 

66,879

 

 

 

46,218

 

Accumulated other comprehensive income, net of income tax

 

 

7,728

 

 

 

1,383

 

Total shareholders’ equity

 

 

343,486

 

 

 

273,046

 

Total liabilities and shareholders’ equity

 

$

2,987,006

 

 

$

2,037,201

 

 

See accompanying notes to consolidated financial statements.

63


 

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Consolidated Statements of Income

(Dollars in thousands, except share and per share data)

 

 

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

84,272

 

 

$

82,828

 

 

$

60,751

 

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

4,863

 

 

 

4,619

 

 

 

4,184

 

Tax-exempt

 

 

1,342

 

 

 

1,438

 

 

 

1,201

 

Federal funds sold

 

 

 

 

 

26

 

 

 

63

 

Restricted equity securities

 

 

576

 

 

 

755

 

 

 

571

 

Interest-bearing deposits in financial institutions

 

 

799

 

 

 

1,881

 

 

 

1,011

 

Total interest income

 

 

91,852

 

 

 

91,547

 

 

 

67,781

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

 

3,868

 

 

 

7,538

 

 

 

4,164

 

Savings and money market accounts

 

 

5,196

 

 

 

7,266

 

 

 

5,446

 

Time deposits

 

 

5,317

 

 

 

7,542

 

 

 

3,940

 

Federal funds purchased

 

 

 

 

 

4

 

 

 

3

 

Securities sold under agreements to repurchase

 

 

 

 

 

5

 

 

 

3

 

Federal Home Loan Bank advances

 

 

356

 

 

 

1,444

 

 

 

2,533

 

Subordinated notes

 

 

792

 

 

 

 

 

 

 

Total interest expense

 

 

15,529

 

 

 

23,799

 

 

 

16,089

 

Net interest income

 

 

76,323

 

 

 

67,748

 

 

 

51,692

 

Provision for loan losses

 

 

11,479

 

 

 

761

 

 

 

2,842

 

Net interest income after provision for loan losses

 

 

64,844

 

 

 

66,987

 

 

 

48,850

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

Treasury management and other deposit service charges

 

 

3,494

 

 

 

3,135

 

 

 

2,150

 

Interchange and debit card transaction fees

 

 

3,172

 

 

 

3,251

 

 

 

752

 

Mortgage banking income

 

 

25,034

 

 

 

9,467

 

 

 

5,653

 

Tri-Net fees

 

 

3,693

 

 

 

2,785

 

 

 

1,503

 

Wealth management fees

 

 

1,573

 

 

 

1,425

 

 

 

794

 

Net gain on sale of SBA loans

 

 

1,440

 

 

 

803

 

 

 

248

 

Net gain (loss) on sale of securities

 

 

125

 

 

 

(99

)

 

 

3

 

Other noninterest income

 

 

4,717

 

 

 

3,507

 

 

 

4,356

 

Total noninterest income

 

 

43,248

 

 

 

24,274

 

 

 

15,459

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

45,252

 

 

 

35,542

 

 

 

28,586

 

Data processing and software

 

 

8,865

 

 

 

6,961

 

 

 

3,835

 

Professional fees

 

 

2,224

 

 

 

2,102

 

 

 

1,608

 

Occupancy

 

 

3,590

 

 

 

3,345

 

 

 

2,336

 

Equipment

 

 

3,195

 

 

 

3,723

 

 

 

2,471

 

Regulatory fees

 

 

1,261

 

 

 

591

 

 

 

1,028

 

Acquisition related expenses

 

 

5,390

 

 

 

2,654

 

 

 

9,803

 

Amortization of intangibles

 

 

1,824

 

 

 

1,655

 

 

 

465

 

Other operating

 

 

5,760

 

 

 

5,422

 

 

 

3,355

 

Total noninterest expense

 

 

77,361

 

 

 

61,995

 

 

 

53,487

 

Income before income taxes

 

 

30,731

 

 

 

29,266

 

 

 

10,822

 

Income tax expense

 

 

6,035

 

 

 

6,844

 

 

 

1,167

 

Net income

 

$

24,696

 

 

$

22,422

 

 

$

9,655

 

Per share information:

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share of common stock

 

$

1.22

 

 

$

1.25

 

 

$

0.73

 

Diluted net income per share of common stock

 

$

1.22

 

 

$

1.20

 

 

$

0.67

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

20,162,038

 

 

 

17,886,164

 

 

 

13,277,614

 

Diluted

 

 

20,185,589

 

 

 

18,613,224

 

 

 

14,480,347

 

 

See accompanying notes to consolidated financial statements.

64


 

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Consolidated Statements of Comprehensive Income

(Dollars in thousands)

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Net income

 

$

24,696

 

 

$

22,422

 

 

$

9,655

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains (losses) on securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during the period

 

 

4,968

 

 

 

6,321

 

 

 

(2,491

)

Reclassification adjustment for (gains) losses included in

   net income

 

 

(125

)

 

 

99

 

 

 

(3

)

Tax effect

 

 

(1,177

)

 

 

(1,678

)

 

 

652

 

Net of tax

 

 

3,666

 

 

 

4,742

 

 

 

(1,842

)

Unrealized losses on securities transferred to held-to-maturity:

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for losses included in

   net income

 

 

 

 

 

 

 

 

14

 

Tax effect

 

 

 

 

 

 

 

 

(4

)

Net of tax

 

 

 

 

 

 

 

 

10

 

Unrealized (losses) gains on cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding (losses) gains arising during the period

 

 

 

 

 

(702

)

 

 

263

 

Reclassification adjustment for losses included in

   net income

 

 

2,679

 

 

 

878

 

 

 

920

 

Tax effect

 

 

 

 

 

(219

)

 

 

(140

)

Net of tax

 

 

2,679

 

 

 

(43

)

 

 

1,043

 

Other comprehensive income (loss)

 

 

6,345

 

 

 

4,699

 

 

 

(789

)

Comprehensive income

 

$

31,041

 

 

$

27,121

 

 

$

8,866

 

 

See accompanying notes to consolidated financial statements.

65


 

CAPSTAR FINANCIAL HOLDINGS INC. & SUBSIDIARY

Consolidated Statements of Changes in Shareholders’ Equity

(Dollars in thousands, except share and per share data)

 

 

Preferred

 

 

Common stock, voting

 

 

Common stock, nonvoting

 

 

Additional

paid-in

 

 

Retained

 

 

Accumulated

other

comprehensive

 

 

 

 

Total

shareholders’

 

 

 

stock

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

capital

 

 

earnings

 

 

(loss) income

 

 

 

 

equity

 

Balance December 31, 2017

 

$

878

 

 

 

11,449,465

 

 

$

11,450

 

 

 

132,561

 

 

$

133

 

 

$

118,120

 

 

$

18,892

 

 

$

(2,527

)

 

 

 

$

146,946

 

Net issuance of restricted common stock

 

 

 

 

 

107,640

 

 

 

107

 

 

 

 

 

 

 

 

 

(552

)

 

 

 

 

 

 

 

 

 

 

(445

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,079

 

 

 

 

 

 

 

 

 

 

 

2,079

 

Net exercise of common stock options

 

 

 

 

 

666,964

 

 

 

667

 

 

 

 

 

 

 

 

 

2,986

 

 

 

 

 

 

 

 

 

 

 

3,653

 

Exercise of common stock warrants

 

 

 

 

 

186,175

 

 

 

186

 

 

 

 

 

 

 

 

 

1,420

 

 

 

 

 

 

 

 

 

 

 

1,606

 

Issuance of common stock in conjunction with Athens acquisition, net of issuance costs

 

 

 

 

 

5,181,916

 

 

 

5,182

 

 

 

 

 

 

 

 

 

87,736

 

 

 

 

 

 

 

 

 

 

 

92,918

 

Common and preferred stock dividends declared ($0.08 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,244

)

 

 

 

 

 

 

 

(1,244

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,655

 

 

 

 

 

 

 

 

9,655

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(789

)

 

 

 

 

(789

)

Balance December 31, 2018

 

$

878

 

 

 

17,592,160

 

 

$

17,592

 

 

 

132,561

 

 

$

133

 

 

$

211,789

 

 

$

27,303

 

 

$

(3,316

)

 

 

 

$

254,379

 

Net issuance of restricted common stock

 

 

 

 

 

(8,721

)

 

 

(9

)

 

 

 

 

 

 

 

 

(295

)

 

 

 

 

 

 

 

 

 

 

(304

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,262

 

 

 

 

 

 

 

 

 

 

 

1,262

 

Net exercise of common stock options

 

 

 

 

 

272,660

 

 

 

273

 

 

 

 

 

 

 

 

 

1,658

 

 

 

 

 

 

 

 

 

 

 

1,931

 

Conversion of preferred stock to common stock

 

 

(878

)

 

 

878,048

 

 

 

878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of non-voting common stock to common stock

 

 

 

 

 

132,561

 

 

 

133

 

 

 

(132,561

)

 

 

(133

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase of common stock

 

 

 

 

 

(504,786

)

 

 

(505

)

 

 

 

 

 

 

 

 

(7,331

)

 

 

 

 

 

 

 

 

 

 

(7,836

)

Common and preferred stock dividends declared ($0.20 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,507

)

 

 

 

 

 

 

 

(3,507

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22,422

 

 

 

 

 

 

 

 

22,422

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,699

 

 

 

 

 

4,699

 

Balance December 31, 2019

 

$

 

 

 

18,361,922