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CapStar Financial Holdings, Inc. - Quarter Report: 2019 June (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended June 30, 2019

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

(Address of principal executive offices)

37203

(zip code)

 

(615) 732-6400

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Exchange 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

 

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large Accelerated Filer

 

Accelerated Filer

Non-Accelerated Filer

 

Smaller Reporting Company

 

 

 

Emerging Growth Company

 

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

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

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 August 2, 2019

Common Stock, par value $1.00 per share

17,428,994

Non-voting Common Stock, par value $1.00 per share

132,561

 

 

 


CAPSTAR FINANCIAL HOLDINGS, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 

Item

 

 

Page

 

 

 

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Consolidated Financial Statements

 

5

 

 

 

 

 

Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018

 

5

 

 

 

 

 

Consolidated Statements of Income (Unaudited) for the three and six months ended June 30, 2019 and 2018

 

6

 

 

 

 

 

Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended June 30, 2019 and 2018

 

7

 

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the six months ended June 30, 2019 and 2018

 

8

 

 

 

 

 

Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2019 and 2018

 

9

 

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

10

 

 

 

 

Item 2.

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

 

32

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

43

 

 

 

 

Item 4.

Controls and Procedures

 

44

 

 

 

PART II – OTHER INFORMATION

 

45

 

 

 

 

Item 1. 

Legal Proceedings

 

45

 

 

 

 

Item 1A.

Risk Factors

 

45

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

46

 

 

 

 

Item 6.

Exhibits

 

47

 

 

 

 

SIGNATURES

 

49

 

 

2


TERMINOLOGY

The terms “we,” “our,” “us,” “CapStar,” “the Company,” “CSTR” and “CapStar Financial” that appear in this Quarterly Report on Form 10-Q (this “Report”) refer to CapStar Financial Holdings, Inc. and its wholly-owned subsidiary, CapStar Bank, which we sometimes refer to as “CapStar Bank,” “our bank subsidiary,” “the Bank” and “our Bank”.

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, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “aspire,” “roadmap,” “achieve,” “estimate,” “intend,” “plan,” “project,” “projection,” “forecast,” “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 on 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 acceptance by customers of Athens of the Company’s products and services; the ability of the Company to meet expectations regarding the benefits, costs, synergies and financial and operational impact of the Athens merger; the possibility that any of the anticipated benefits, costs, synergies and financial and operational improvements of the Athens merger will not be realized or will not be realized as expected; the opportunities to enhance market share in certain markets and the acceptance of the Company generally in new markets; 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 the Nashville metropolitan statistical area (“MSA”) and Tennessee, 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; fluctuations or differences in interest rates on loans or deposits from those that we are modeling, the impact to our earnings from a change in interest rates and our overall management of interest rate risk; 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, ROAA 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 the Nashville MSA and Tennessee; 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 market’s economy; 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; 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; 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; the ability to identify and consummate strategic acquisitions consistent with 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

3


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 those factors that are detailed from time to time in the Company’s periodic and current reports filed with the Securities and Exchange Commission (the “SEC”), including those factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 under the heading “Item 1A. Risk Factors” and in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.  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.

 

 

4


PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

CAPSTAR FINANCIAL HOLDINGS, INC. & SUBSIDIARY

Consolidated Balance Sheets

(Dollars in thousands, except share data)

 

 

 

June 30, 2019

 

 

 

 

 

 

 

(unaudited)

 

 

December 31, 2018

 

Assets

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

22,621

 

 

$

17,967

 

Interest-bearing deposits in financial institutions

 

 

133,464

 

 

 

76,714

 

Federal funds sold

 

 

 

 

 

10,762

 

Total cash and cash equivalents

 

 

156,085

 

 

 

105,443

 

Securities available-for-sale, at fair value

 

 

194,957

 

 

 

243,808

 

Securities held-to-maturity, fair value of $3,820, and $3,785 at

   June 30, 2019 and December 31, 2018, respectively

 

 

3,721

 

 

 

3,734

 

Loans held for sale (includes $37,604 and $0 measured

   at fair value at June 30, 2019 and December 31, 2018, respectively)

 

 

89,629

 

 

 

57,618

 

Loans

 

 

1,440,617

 

 

 

1,429,794

 

Less allowance for loan losses

 

 

(12,903

)

 

 

(12,113

)

Loans, net

 

 

1,427,714

 

 

 

1,417,681

 

Premises and equipment, net

 

 

19,503

 

 

 

18,821

 

Restricted equity securities

 

 

14,150

 

 

 

12,038

 

Accrued interest receivable

 

 

6,045

 

 

 

5,964

 

Goodwill

 

 

37,510

 

 

 

37,510

 

Core deposit intangible, net

 

 

7,689

 

 

 

8,538

 

Other real estate owned, net

 

 

914

 

 

 

988

 

Other assets

 

 

60,504

 

 

 

51,740

 

Total assets

 

$

2,018,421

 

 

$

1,963,883

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Non-interest-bearing

 

$

326,550

 

 

$

289,552

 

Interest-bearing

 

 

491,137

 

 

 

434,921

 

Savings and money market accounts

 

 

508,443

 

 

 

497,108

 

Time

 

 

396,640

 

 

 

348,427

 

Total deposits

 

 

1,722,770

 

 

 

1,570,008

 

Federal Home Loan Bank advances

 

 

10,000

 

 

 

125,000

 

Other liabilities

 

 

22,987

 

 

 

14,496

 

Total liabilities

 

 

1,755,757

 

 

 

1,709,504

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

Series A convertible preferred stock, $1 par value; 5,000,000 shares authorized;

   878,049 shares issued and outstanding at June 30, 2019 and

   December 31, 2018

 

 

878

 

 

 

878

 

Common stock, voting, $1 par value; 20,000,000 shares authorized; 17,428,915 and

   17,592,160 shares issued and outstanding at June 30, 2019 and December 31,

   2018, respectively

 

 

17,429

 

 

 

17,592

 

Common stock, nonvoting, $1 par value; 5,000,000 shares authorized; 132,561

   shares issued and outstanding at June 30, 2019 and December 31, 2018

 

 

133

 

 

 

133

 

Additional paid-in capital

 

 

207,873

 

 

 

211,789

 

Retained earnings

 

 

36,165

 

 

 

27,303

 

Accumulated other comprehensive income (loss), net of income tax

 

 

186

 

 

 

(3,316

)

Total shareholders’ equity

 

 

262,664

 

 

 

254,379

 

Total liabilities and shareholders’ equity

 

$

2,018,421

 

 

$

1,963,883

 

 

See accompanying notes to consolidated financial statements (unaudited).

 

5


CAPSTAR FINANCIAL HOLDINGS, INC. & SUBSIDIARY

Consolidated Statements of Income (Unaudited)

(Dollars in thousands, except share data)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

20,999

 

 

$

13,796

 

 

$

41,591

 

 

$

26,030

 

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

1,165

 

 

 

943

 

 

 

2,512

 

 

 

1,823

 

Tax-exempt

 

 

363

 

 

 

257

 

 

 

739

 

 

 

538

 

Federal funds sold

 

 

6

 

 

 

19

 

 

 

25

 

 

 

39

 

Restricted equity securities

 

 

214

 

 

 

128

 

 

 

401

 

 

 

257

 

Interest-bearing deposits in financial institutions

 

 

411

 

 

 

211

 

 

 

857

 

 

 

411

 

Total interest income

 

 

23,158

 

 

 

15,354

 

 

 

46,125

 

 

 

29,098

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits

 

 

1,827

 

 

 

892

 

 

 

3,420

 

 

 

1,646

 

Savings and money market accounts

 

 

1,782

 

 

 

1,413

 

 

 

3,500

 

 

 

2,418

 

Time deposits

 

 

2,217

 

 

 

834

 

 

 

4,030

 

 

 

1,483

 

Federal funds purchased

 

 

 

 

 

1

 

 

 

4

 

 

 

1

 

Securities sold under agreements to repurchase

 

 

 

 

 

 

 

 

5

 

 

 

 

Federal Home Loan Bank advances

 

 

324

 

 

 

627

 

 

 

1,156

 

 

 

1,117

 

Total interest expense

 

 

6,150

 

 

 

3,767

 

 

 

12,115

 

 

 

6,665

 

Net interest income

 

 

17,008

 

 

 

11,587

 

 

 

34,010

 

 

 

22,433

 

Provision for loan losses

 

 

 

 

 

169

 

 

 

886

 

 

 

846

 

Net interest income after provision for loan losses

 

 

17,008

 

 

 

11,418

 

 

 

33,124

 

 

 

21,587

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury management and other deposit service charges

 

 

813

 

 

 

427

 

 

 

1,611

 

 

 

829

 

Net gain (loss) on sale of securities

 

 

(121

)

 

 

3

 

 

 

(108

)

 

 

3

 

Tri-Net fees

 

 

1,024

 

 

 

325

 

 

 

1,664

 

 

 

853

 

Mortgage banking income

 

 

3,087

 

 

 

1,383

 

 

 

4,472

 

 

 

2,695

 

Other noninterest income

 

 

2,229

 

 

 

627

 

 

 

4,128

 

 

 

1,474

 

Total noninterest income

 

 

7,032

 

 

 

2,765

 

 

 

11,767

 

 

 

5,854

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

8,563

 

 

 

6,340

 

 

 

16,995

 

 

 

12,598

 

Data processing and software

 

 

1,862

 

 

 

810

 

 

 

3,336

 

 

 

1,608

 

Professional fees

 

 

501

 

 

 

344

 

 

 

1,043

 

 

 

819

 

Occupancy

 

 

809

 

 

 

535

 

 

 

1,692

 

 

 

1,056

 

Equipment

 

 

1,026

 

 

 

602

 

 

 

1,878

 

 

 

1,141

 

Regulatory fees

 

 

272

 

 

 

233

 

 

 

546

 

 

 

436

 

Merger related expenses

 

 

1,711

 

 

 

335

 

 

 

2,305

 

 

 

335

 

Amortization of intangibles

 

 

419

 

 

 

10

 

 

 

850

 

 

 

20

 

Other operating

 

 

1,307

 

 

 

796

 

 

 

2,551

 

 

 

1,573

 

Total noninterest expense

 

 

16,470

 

 

 

10,005

 

 

 

31,196

 

 

 

19,586

 

Income before income taxes

 

 

7,570

 

 

 

4,178

 

 

 

13,695

 

 

 

7,855

 

Income tax expense

 

 

1,814

 

 

 

665

 

 

 

3,160

 

 

 

1,148

 

Net income

 

$

5,756

 

 

$

3,513

 

 

$

10,535

 

 

$

6,707

 

Per share information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share of common stock

 

$

0.33

 

 

$

0.30

 

 

$

0.59

 

 

$

0.57

 

Diluted net income per share of common stock

 

$

0.31

 

 

$

0.27

 

 

$

0.56

 

 

$

0.52

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

17,663,992

 

 

 

11,845,822

 

 

 

17,723,286

 

 

 

11,755,535

 

Diluted

 

 

18,650,706

 

 

 

13,067,223

 

 

 

18,740,322

 

 

 

13,021,744

 

 

See accompanying notes to consolidated financial statements (unaudited).

 

 

6


CAPSTAR FINANCIAL HOLDINGS, INC. & SUBSIDIARY

Consolidated Statements of Comprehensive Income (Unaudited)

(Dollars in thousands)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income

 

$

5,756

 

 

$

3,513

 

 

$

10,535

 

 

$

6,707

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during the period

 

 

2,125

 

 

 

(573

)

 

 

5,390

 

 

 

(4,927

)

Reclassification adjustment for (gains) losses included in

   net income

 

 

121

 

 

 

(3

)

 

 

108

 

 

 

(3

)

Tax effect

 

 

(588

)

 

 

151

 

 

 

(1,438

)

 

 

1,289

 

Net of tax

 

 

1,658

 

 

 

(425

)

 

 

4,060

 

 

 

(3,641

)

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 gains (losses) on cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during the period

 

 

(461

)

 

 

144

 

 

 

(701

)

 

 

567

 

Reclassification adjustment for losses included in

   net income

 

 

165

 

 

 

224

 

 

 

362

 

 

 

475

 

Tax effect

 

 

(272

)

 

 

(54

)

 

 

(219

)

 

 

(189

)

Net of tax

 

 

(568

)

 

 

314

 

 

 

(558

)

 

 

853

 

Other comprehensive income (loss)

 

 

1,090

 

 

 

(111

)

 

 

3,502

 

 

 

(2,778

)

Comprehensive income

 

$

6,846

 

 

$

3,402

 

 

$

14,037

 

 

$

3,929

 

 

See accompanying notes to consolidated financial statements (unaudited).

 

 

7


CAPSTAR FINANCIAL HOLDINGS, INC. & SUBSIDIARY

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(Dollars in thousands, except 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

 

 

income (loss)

 

 

equity

 

Balance December 31, 2017

 

$

878

 

 

 

11,449,465

 

 

$

11,450

 

 

 

132,561

 

 

$

133

 

 

$

118,120

 

 

$

18,892

 

 

$

(2,527

)

 

$

146,946

 

Issuance of restricted common

   stock, net of forfeitures and

   withholdings to satisfy

   employee tax obligations

 

 

 

 

 

24,729

 

 

 

25

 

 

 

 

 

 

 

 

 

(354

)

 

 

 

 

 

 

 

 

(329

)

Stock-based compensation

   expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

305

 

 

 

 

 

 

 

 

 

305

 

Exercise of employee

   common stock options

 

 

 

 

 

61,822

 

 

 

62

 

 

 

 

 

 

 

 

 

238

 

 

 

 

 

 

 

 

 

300

 

Exercise of common stock

   warrants

 

 

 

 

 

104,781

 

 

 

104

 

 

 

 

 

 

 

 

 

838

 

 

 

 

 

 

 

 

 

942

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,194

 

 

 

 

 

 

3,194

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,667

)

 

 

(2,667

)

Balance March 31, 2018

 

 

878

 

 

 

11,640,797

 

 

 

11,641

 

 

 

132,561

 

 

 

133

 

 

 

119,147

 

 

 

22,086

 

 

 

(5,194

)

 

 

148,691

 

Issuance of restricted common

   stock, net of forfeitures and

   withholdings to satisfy

   employee tax obligations

 

 

 

 

 

5,419

 

 

 

5

 

 

 

 

 

 

 

 

 

(29

)

 

 

 

 

 

 

 

 

(24

)

Stock-based compensation

   expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

325

 

 

 

 

 

 

 

 

 

325

 

Exercise of employee

   common stock options

 

 

 

 

 

106,550

 

 

 

106

 

 

 

 

 

 

 

 

 

791

 

 

 

 

 

 

 

 

 

897

 

Exercise of common stock

   warrants

 

 

 

 

 

45,804

 

 

 

47

 

 

 

 

 

 

 

 

 

321

 

 

 

 

 

 

 

 

 

368

 

Common and preferred dividends

   declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(513

)

 

 

 

 

 

(513

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,513

 

 

 

 

 

 

3,513

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(111

)

 

 

(111

)

Balance June 30, 2018

 

$

878

 

 

 

11,798,570

 

 

$

11,799

 

 

 

132,561

 

 

$

133

 

 

$

120,555

 

 

$

25,086

 

 

$

(5,305

)

 

$

153,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2018

 

$

878

 

 

 

17,592,160

 

 

$

17,592

 

 

 

132,561

 

 

$

133

 

 

$

211,789

 

 

$

27,303

 

 

$

(3,316

)

 

$

254,379

 

Issuance of restricted common

   stock, net of forfeitures and

   withholdings to satisfy

   employee tax obligations

 

 

 

 

 

13,801

 

 

 

14

 

 

 

 

 

 

 

 

 

(182

)

 

 

 

 

 

 

 

 

(168

)

Stock-based compensation

   expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

344

 

 

 

 

 

 

 

 

 

344

 

Exercise of employee

   common stock options

 

 

 

 

 

182,002

 

 

 

182

 

 

 

 

 

 

 

 

 

998

 

 

 

 

 

 

 

 

 

1,180

 

Repurchase of common stock

 

 

 

 

 

(155,400

)

 

 

(155

)

 

 

 

 

 

 

 

 

(2,276

)

 

 

 

 

 

 

 

 

(2,431

)

Common and preferred dividends

   declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(744

)

 

 

 

 

 

(744

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,779

 

 

 

 

 

 

4,779

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,412

 

 

 

2,412

 

Balance March 31, 2019

 

 

878

 

 

 

17,632,563

 

 

 

17,633

 

 

 

132,561

 

 

 

133

 

 

 

210,673

 

 

 

31,338

 

 

 

(904

)

 

 

259,751

 

Issuance of restricted common

   stock, net of forfeitures and

   withholdings to satisfy

   employee tax obligations

 

 

 

 

 

(6,826

)

 

 

(7

)

 

 

 

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

(13

)

Stock-based compensation

   expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

340

 

 

 

 

 

 

 

 

 

340

 

Exercise of employee

   common stock options

 

 

 

 

 

22,778

 

 

 

23

 

 

 

 

 

 

 

 

 

51

 

 

 

 

 

 

 

 

 

74

 

Repurchase of common stock

 

 

 

 

 

(219,600

)

 

 

(220

)

 

 

 

 

 

 

 

 

(3,185

)

 

 

 

 

 

 

 

 

(3,405

)

Common and preferred dividends

   declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(929

)

 

 

 

 

 

(929

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,756

 

 

 

 

 

 

5,756

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,090

 

 

 

1,090

 

Balance June 30, 2019

 

$

878

 

 

 

17,428,915

 

 

$

17,429

 

 

 

132,561

 

 

$

133

 

 

$

207,873

 

 

$

36,165

 

 

$

186

 

 

$

262,664

 

 

See accompanying notes to consolidated financial statements (unaudited).

8


CAPSTAR FINANCIAL HOLDINGS, INC. & SUBSIDIARY

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2019

 

 

2018

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

10,535

 

 

$

6,707

 

Adjustments to reconcile net income to net cash provided by

    (used in) operating activities:

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

886

 

 

 

846

 

Accretion of discounts on acquired loans and deferred fees

 

 

(1,106

)

 

 

(653

)

Depreciation and amortization

 

 

1,461

 

 

 

205

 

Net amortization of premiums on investment securities

 

 

400

 

 

 

541

 

Net (gain) loss on sale of securities

 

 

108

 

 

 

(3

)

Mortgage banking income

 

 

(4,472

)

 

 

(2,695

)

Tri-Net fees

 

 

(1,664

)

 

 

(853

)

Net gain on sale of loans

 

 

(361

)

 

 

 

Net gain on sale of other real estate owned

 

 

(3

)

 

 

 

Stock-based compensation

 

 

684

 

 

 

630

 

Deferred income tax expense

 

 

342

 

 

 

124

 

Origination of loans held for sale

 

 

(327,460

)

 

 

(261,924

)

Proceeds from loans held for sale

 

 

301,585

 

 

 

274,245

 

Net increase in accrued interest receivable and other assets

 

 

(10,852

)

 

 

(464

)

Net increase in accrued interest payable and other liabilities

 

 

9,655

 

 

 

934

 

Net cash provided by (used in) operating activities

 

 

(20,262

)

 

 

17,640

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Activities in securities available-for-sale:

 

 

 

 

 

 

 

 

Purchases

 

 

(12,751

)

 

 

(11,708

)

Sales

 

 

54,133

 

 

 

5,778

 

Maturities, prepayments and calls

 

 

12,471

 

 

 

9,746

 

Purchase of restricted equity securities

 

 

(2,112

)

 

 

(3

)

Net increase in loans

 

 

(9,502

)

 

 

(98,197

)

Purchase of premises and equipment

 

 

(1,285

)

 

 

(132

)

Proceeds from sale of other real estate

 

 

127

 

 

 

 

Net cash provided by (used in) investing activities

 

 

41,081

 

 

 

(94,516

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Net increase in deposits

 

 

152,762

 

 

 

25,147

 

Proceeds from Federal Home Loan Bank advances

 

 

75,000

 

 

 

80,000

 

Payments on Federal Home Loan Bank advances

 

 

(190,000

)

 

 

(55,000

)

Repurchase of common stock

 

 

(5,836

)

 

 

 

Exercise of common stock options and warrants, net of repurchase of restricted shares

 

 

1,073

 

 

 

2,154

 

Common and preferred stock dividends paid

 

 

(1,673

)

 

 

 

Termination of interest rate swap agreement

 

 

(1,503

)

 

 

 

Net cash provided by financing activities

 

 

29,823

 

 

 

52,301

 

Net increase (decrease) in cash and cash equivalents

 

 

50,642

 

 

 

(24,575

)

Cash and cash equivalents at beginning of period

 

 

105,443

 

 

 

82,797

 

Cash and cash equivalents at end of period

 

$

156,085

 

 

$

58,222

 

Supplemental disclosures of cash paid:

 

 

 

 

 

 

 

 

Interest paid

 

$

12,294

 

 

$

6,452

 

Income taxes

 

 

251

 

 

 

176

 

Cash paid for operating lease liabilities

 

 

894

 

 

 

809

 

Supplemental disclosures of noncash transactions:

 

 

 

 

 

 

 

 

Transfer of loans to other real estate

 

$

50

 

 

$

 

Loans charged off to the allowance for loan losses

 

 

200

 

 

 

251

 

Dividends declared not paid

 

 

 

 

 

513

 

 

See accompanying notes to consolidated financial statements (unaudited).

 

 

 

9


CAPSTAR FINANCIAL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements as of and for the period ended June 30, 2019 include CapStar Financial Holdings, Inc. and its wholly owned subsidiary, CapStar Bank (the “Bank”, together referred to as the “Company”). Significant intercompany transactions and accounts are eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and do not include all information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented have been included.  These unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, determination of impairment of intangible assets, including goodwill, the valuation of our investment portfolio, loans held for sale, derivative assets and liabilities, deferred tax assets and estimated liabilities.  

Loans Held For Sale and Fair Value Option

The Company classifies loans as loans held for sale when originated with the intent to sell.  As of April 1, 2019, the Company elected the fair value option for all residential mortgage loans originated with the intent to sell. This election allows for a more effective offset of the changes in fair values of the loans and the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting.  The Company has not elected the fair value option for other loans held for sale primarily because they are not economically hedged using derivative instruments. The fair value of residential mortgage loans originated with the intent to sell is based on traded market prices of similar assets. Other loans held for sale that are recorded at lower of cost or fair value may be carried at fair value on a nonrecurring basis when the fair value is less than cost. For further information, see Note 13 - Fair Value.  The Company does not securitize mortgage loans.  If the Company sells loans with servicing rights retained, the carrying value of the mortgage loan sold is reduced by the amount allocated to the servicing right.   Fair values of residential mortgage loans held for sale are based on traded market prices of similar assets. The changes in fair value are recorded as a component of mortgage banking income and included gains of $0.9 million for the three and six months ended June 30, 2019. There were no loans held for sale recorded at fair value as of December 31, 2018. The following table summarizes the difference between the fair value and the aggregate unpaid principal balance for residential real estate loans held for sale as of June 30, 2019 (dollars in thousands):

 

 

 

Fair Value

 

 

Aggregate Unpaid Principal Balance

 

 

Difference

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage loans held for sale

 

$

37,604

 

 

$

36,692

 

 

$

912

 

No residential mortgage loans held for sale were greater than 89 days past due or on nonaccrual status as of June 30, 2019 or December 31, 2018.

Subsequent Events

Accounting Standards Codification (“ASC”) 855, Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The Company evaluated all events or transactions that occurred after June 30, 2019 through the date of the issued financial statements.

 

 

10

 


NOTE 2 – SECURITIES

The amortized cost and fair value of securities available-for-sale and held-to-maturity at June 30, 2019 and December 31, 2018 are summarized as follows (dollars in thousands):

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

Amortized

Cost

 

 

Gross

unrealized

gains

 

 

Gross

unrealized

(losses)

 

 

Estimated

fair value

 

 

Amortized

Cost

 

 

Gross

unrealized

gains

 

 

Gross

unrealized

(losses)

 

 

Estimated

fair value

 

Securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U. S. government agency securities

 

$

6,491

 

 

$

41

 

 

$

(55

)

 

$

6,477

 

 

$

11,053

 

 

$

 

 

$

(347

)

 

$

10,706

 

State and municipal securities

 

 

49,911

 

 

 

1,665

 

 

 

(77

)

 

 

51,499

 

 

 

62,142

 

 

 

765

 

 

 

(981

)

 

 

61,926

 

Mortgage-backed securities

 

 

124,073

 

 

 

1,552

 

 

 

(785

)

 

 

124,840

 

 

 

146,547

 

 

 

776

 

 

 

(3,165

)

 

 

144,158

 

Asset-backed securities

 

 

3,402

 

 

 

 

 

 

(103

)

 

 

3,299

 

 

 

15,437

 

 

 

4

 

 

 

(157

)

 

 

15,284

 

Other debt securities

 

 

8,816

 

 

 

68

 

 

 

(42

)

 

 

8,842

 

 

 

11,863

 

 

 

71

 

 

 

(200

)

 

 

11,734

 

Total

 

$

192,693

 

 

$

3,326

 

 

$

(1,062

)

 

$

194,957

 

 

$

247,042

 

 

$

1,616

 

 

$

(4,850

)

 

$

243,808

 

Securities held-to-maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and municipal securities

 

$

3,721

 

 

$

99

 

 

$

 

 

$

3,820

 

 

$

3,734

 

 

$

54

 

 

$

(3

)

 

$

3,785

 

Total

 

$

3,721

 

 

$

99

 

 

$

 

 

$

3,820

 

 

$

3,734

 

 

$

54

 

 

$

(3

)

 

$

3,785

 

 

Security fair values are established by an independent pricing service as of the dates indicated. The difference between amortized cost and fair value reflects current interest rates and represents the potential gain (loss) had the portfolio been liquidated on those dates. Security gains (losses) are realized only in the event of dispositions prior to maturity or other-than-temporary impairment. Securities with unrealized losses as of June 30, 2019 and December 31, 2018, and the length of time they were in continuous loss positions as of such dates are as follows (dollars in thousands):

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Total

 

June 30, 2019

 

Estimated

fair value

 

 

Gross

unrealized

losses

 

 

Estimated

fair value

 

 

Gross

unrealized

losses

 

 

Estimated

fair value

 

 

Gross

unrealized

losses

 

U. S. government agency securities

 

$

 

 

$

 

 

$

3,715

 

 

$

(55

)

 

$

3,715

 

 

$

(55

)

State and municipal securities

 

 

 

 

 

 

 

 

6,340

 

 

 

(77

)

 

 

6,340

 

 

 

(77

)

Mortgage-backed securities

 

 

3,002

 

 

 

(7

)

 

 

61,711

 

 

 

(778

)

 

 

64,713

 

 

 

(785

)

Asset-backed securities

 

 

3,299

 

 

 

(103

)

 

 

 

 

 

 

 

 

3,299

 

 

 

(103

)

Other debt securities

 

 

985

 

 

 

(15

)

 

 

2,489

 

 

 

(27

)

 

 

3,474

 

 

 

(42

)

Total temporarily impaired securities

 

$

7,286

 

 

$

(125

)

 

$

74,255

 

 

$

(937

)

 

$

81,541

 

 

$

(1,062

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U. S. government agency securities

 

$

 

 

$

 

 

$

10,706

 

 

$

(347

)

 

$

10,706

 

 

$

(347

)

State and municipal securities

 

 

13,455

 

 

 

(212

)

 

 

17,376

 

 

 

(772

)

 

 

30,831

 

 

 

(984

)

Mortgage-backed securities

 

 

7,075

 

 

 

(17

)

 

 

87,232

 

 

 

(3,148

)

 

 

94,307

 

 

 

(3,165

)

Asset-backed securities

 

 

8,262

 

 

 

(145

)

 

 

2,439

 

 

 

(12

)

 

 

10,701

 

 

 

(157

)

Other debt securities

 

 

5,362

 

 

 

(200

)

 

 

 

 

 

 

 

 

5,362

 

 

 

(200

)

Total temporarily impaired securities

 

$

34,154

 

 

$

(574

)

 

$

117,753

 

 

$

(4,279

)

 

$

151,907

 

 

$

(4,853

)

 

As noted in the table above, as of June 30, 2019, the Company had unrealized losses of $1.1 million in its investment securities portfolio. The unrealized losses associated with these investment securities are driven by changes in interest rates and are recorded as a component of equity. These investment securities will continue to be monitored as a part of our ongoing impairment analysis. Management evaluates the financial performance of the issuers on a quarterly basis to determine if it is probable that the issuers can make all contractual principal and interest payments. If a shortfall in future cash flows is identified, a credit loss will be deemed to have occurred and will be recognized as a charge to earnings and a new cost basis for the security will be established. At June 30, 2019 and December 31, 2018, the Company had 59 and 127, respectively of securities in an unrealized loss position.

Because the Company currently does not intend to sell any investment securities that have an unrealized loss at June 30, 2019, and it is not more-likely-than-not that we will be required to sell these investment securities before recovery of their amortized cost bases, which may be at maturity, we do not consider these securities to be other-than-temporarily impaired at June 30, 2019.

Securities with a market value of $80.8 million at June 30, 2019 were pledged to collateralize public deposits, derivative positions and Federal Home Loan Bank advances.

11

 


Results from sales of debt and equity securities were as follows (dollars in thousands):

 

 

Six Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2019

 

 

June 30, 2018

 

Proceeds

 

$

54,133

 

 

$

5,778

 

Gross gains

 

 

370

 

 

 

107

 

Gross losses

 

 

(478

)

 

 

(104

)

The amortized cost and fair value of securities at June 30, 2019, by contractual maturity, are shown below (dollars in thousands). Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

 

 

 

Available-for-sale

 

 

Held-to-maturity

 

 

 

Amortized

cost

 

 

Estimated

fair value

 

 

Amortized

cost

 

 

Estimated

fair value

 

Due in less than one year

 

$

6,794

 

 

$

6,870

 

 

$

998

 

 

$

999

 

Due one to five years

 

 

24,757

 

 

 

25,289

 

 

 

2,723

 

 

 

2,821

 

Due five to ten years

 

 

30,966

 

 

 

32,009

 

 

 

 

 

 

 

Due beyond ten years

 

 

2,701

 

 

 

2,650

 

 

 

 

 

 

 

Mortgage-backed securities

 

 

124,073

 

 

 

124,840

 

 

 

 

 

 

 

Asset-backed securities

 

 

3,402

 

 

 

3,299

 

 

 

 

 

 

 

Total

 

$

192,693

 

 

$

194,957

 

 

$

3,721

 

 

$

3,820

 

 

 

NOTE 3 – LOANS AND ALLLOWANCE FOR LOAN LOSSES

A summary of the loan portfolio as of June 30, 2019 and December 31, 2018 follows (dollars in thousands):

 

 

 

June 30, 2019

 

 

December 31, 2018

 

Commercial real estate

 

$

594,812

 

 

$

550,446

 

Consumer real estate

 

 

255,043

 

 

 

253,562

 

Construction and land development

 

 

123,901

 

 

 

174,670

 

Commercial and industrial

 

 

404,745

 

 

 

404,600

 

Consumer

 

 

26,704

 

 

 

25,615

 

Other

 

 

35,412

 

 

 

20,901

 

Total

 

 

1,440,617

 

 

 

1,429,794

 

Allowance for loan losses

 

 

(12,903

)

 

 

(12,113

)

Total loans, net

 

$

1,427,714

 

 

$

1,417,681

 

 

The adequacy of the allowance for loan losses (ALL) is assessed at the end of each quarter. The ALL includes a specific component related to loans that are individually evaluated for impairment and a general component related to loans that are segregated into homogeneous pools and collectively evaluated for impairment.  The ALL factors applied to these pools are an estimate of probable incurred losses based on management’s evaluation of historical net losses from loans with similar characteristics, which are adjusted by management to reflect current events, trends, and conditions. The adjustments include consideration of the following:  changes in lending policies and procedures, economic conditions, nature and volume of the portfolio, experience of lending management, volume and severity of past due loans, quality of the loan review system, value of underlying collateral for collateral dependent loans, concentrations, and other external factors.

12

 


The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes all commercial loans, and consumer relationships with an outstanding balance greater than $500,000, individually and assigns each loan a risk rating. This analysis is performed on a continual 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 loan’s risk rating. The Company uses the following definitions for risk ratings:

Special Mention – A special mention asset possesses deficiencies or potential weaknesses deserving of management’s attention. If uncorrected, such weaknesses or deficiencies may expose the Company to an increased risk of loss in the future.

Substandard – A substandard asset is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified substandard.

Doubtful – A doubtful asset has all weaknesses inherent in one classified substandard, with the added characteristic that weaknesses make collection or liquidation in full, on the basis of existing facts, conditions, and values, highly questionable and improbable. The probability of loss is extremely high, but certain important and reasonable specific pending factors which may work to the advantage and strengthening of the asset exist, therefore, its classification as an estimated loss is deferred until a more exact status may be determined. Pending factors include proposed merger, acquisition or liquidation procedures, capital injection, perfecting liens on additional collateral, and refinancing plans.

Loans not falling into the criteria above are considered to be pass-rated loans. The Company utilizes six loan grades within the pass risk rating.

The following tables present the loan balances by category as well as risk rating (dollars in thousands):

 

 

 

Non-impaired Loans

 

 

 

 

 

 

 

 

 

June 30, 2019

 

Pass/Watch

 

 

Special

Mention

 

 

Substandard

 

 

Total

Non-impaired

 

 

Total Impaired

Loans

 

 

Total

 

Commercial real estate

 

$

592,071

 

 

$

164

 

 

$

1,228

 

 

$

593,463

 

 

$

1,349

 

 

$

594,812

 

Consumer real estate

 

 

250,647

 

 

 

1,677

 

 

 

1,820

 

 

 

254,144

 

 

 

899

 

 

 

255,043

 

Construction and land development

 

 

123,710

 

 

 

50

 

 

 

17

 

 

 

123,777

 

 

 

124

 

 

 

123,901

 

Commercial and industrial

 

 

383,040

 

 

 

10,856

 

 

 

9,531

 

 

 

403,427

 

 

 

1,318

 

 

 

404,745

 

Consumer

 

 

26,661

 

 

 

 

 

 

4

 

 

 

26,665

 

 

 

39

 

 

 

26,704

 

Other

 

 

35,412

 

 

 

 

 

 

 

 

 

35,412

 

 

 

 

 

 

35,412

 

Total

 

$

1,411,541

 

 

$

12,747

 

 

$

12,600

 

 

$

1,436,888

 

 

$

3,729

 

 

$

1,440,617

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

547,616

 

 

$

177

 

 

$

1,262

 

 

$

549,055

 

 

$

1,391

 

 

$

550,446

 

Consumer real estate

 

 

249,273

 

 

 

1,676

 

 

 

1,691

 

 

 

252,640

 

 

 

922

 

 

 

253,562

 

Construction and land development

 

 

174,591

 

 

 

52

 

 

 

19

 

 

 

174,662

 

 

 

8

 

 

 

174,670

 

Commercial and industrial

 

 

388,719

 

 

 

7,790

 

 

 

6,545

 

 

 

403,054

 

 

 

1,546

 

 

 

404,600

 

Consumer

 

 

25,556

 

 

 

1

 

 

 

27

 

 

 

25,584

 

 

 

31

 

 

 

25,615

 

Other

 

 

20,901

 

 

 

 

 

 

 

 

 

20,901

 

 

 

 

 

 

20,901

 

Total

 

$

1,406,656

 

 

$

9,696

 

 

$

9,544

 

 

$

1,425,896

 

 

$

3,898

 

 

$

1,429,794

 

 

None of the Company’s loans had a risk rating of “Doubtful” as of June 30, 2019 or December 31, 2018.

13

 


The following tables detail the changes in the ALL for the three and six months ended June 30, 2019 and 2018 (dollars in thousands):

 

 

 

Commercial

real estate

 

 

Consumer

real estate

 

 

Construction

and land

development

 

 

Commercial

and

industrial

 

 

Consumer

 

 

Other

 

 

Total

 

Three Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

3,514

 

 

$

1,017

 

 

$

2,366

 

 

$

5,524

 

 

$

139

 

 

$

399

 

 

$

12,959

 

Charged-off loans

 

 

 

 

 

 

 

 

 

 

 

(26

)

 

 

(41

)

 

 

(51

)

 

 

(118

)

Recoveries

 

 

6

 

 

 

13

 

 

 

 

 

 

14

 

 

 

22

 

 

 

7

 

 

 

62

 

Provision for loan losses

 

 

402

 

 

 

112

 

 

 

(633

)

 

 

6

 

 

 

46

 

 

 

67

 

 

 

 

Balance, end of period

 

$

3,922

 

 

$

1,142

 

 

$

1,733

 

 

$

5,518

 

 

$

166

 

 

$

422

 

 

$

12,903

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

3,512

 

 

$

1,036

 

 

$

1,742

 

 

$

7,798

 

 

$

122

 

 

$

353

 

 

$

14,563

 

Charged-off loans

 

 

 

 

 

 

 

 

 

 

 

 

(79

)

 

 

(12

)

 

 

 

 

 

(91

)

Recoveries

 

 

6

 

 

 

1

 

 

 

 

 

 

53

 

 

 

4

 

 

 

 

 

 

64

 

Provision for loan losses

 

 

33

 

 

 

20

 

 

 

22

 

 

 

7

 

 

 

6

 

 

 

81

 

 

 

169

 

Balance, end of period

 

$

3,551

 

 

$

1,057

 

 

$

1,764

 

 

$

7,779

 

 

$

120

 

 

$

434

 

 

$

14,705

 

 

 

 

Commercial

real estate

 

 

Consumer

real estate

 

 

Construction

and land

development

 

 

Commercial

and

industrial

 

 

Consumer

 

 

Other

 

 

Total

 

Six Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

3,309

 

 

$

1,005

 

 

$

2,431

 

 

$

5,036

 

 

$

105

 

 

$

227

 

 

$

12,113

 

Charged-off loans

 

 

 

 

 

 

 

 

 

 

 

(26

)

 

 

(78

)

 

 

(96

)

 

 

(200

)

Recoveries

 

 

12

 

 

 

16

 

 

 

 

 

 

 

16

 

 

 

41

 

 

 

19

 

 

 

104

 

Provision for loan losses

 

 

601

 

 

 

121

 

 

 

(698

)

 

 

492

 

 

 

98

 

 

 

272

 

 

 

886

 

Balance, end of period

 

$

3,922

 

 

$

1,142

 

 

$

1,733

 

 

$

5,518

 

 

$

166

 

 

$

422

 

 

$

12,903

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

3,324

 

 

$

1,063

 

 

$

1,628

 

 

$

7,209

 

 

$

91

 

 

$

406

 

 

$

13,721

 

Charged-off loans

 

 

 

 

 

 

 

 

 

 

 

(226

)

 

 

(25

)

 

 

 

 

 

(251

)

Recoveries

 

 

10

 

 

 

2

 

 

 

 

 

 

326

 

 

 

51

 

 

 

 

 

 

389

 

Provision for loan losses

 

 

217

 

 

 

(8

)

 

 

136

 

 

 

470

 

 

 

3

 

 

 

28

 

 

 

846

 

Balance, end of period

 

$

3,551

 

 

$

1,057

 

 

$

1,764

 

 

$

7,779

 

 

$

120

 

 

$

434

 

 

$

14,705

 

14

 


 

A breakdown of the ALL and the loan portfolio by loan category at June 30, 2019 and December 31, 2018 follows (dollars in thousands):

 

 

 

Commercial

real estate

 

 

Consumer

real estate

 

 

Construction

and land

development

 

 

Commercial

and

industrial

 

 

Consumer

 

 

Other

 

 

Total

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collectively evaluated for impairment

 

$

3,922

 

 

$

1,142

 

 

$

1,733

 

 

$

5,348

 

 

$

166

 

 

$

422

 

 

$

12,733

 

Individually evaluated for impairment

 

 

 

 

 

 

 

 

 

 

 

170

 

 

 

 

 

 

 

 

 

170

 

Acquired with deteriorated credit quality

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, end of period

 

$

3,922

 

 

$

1,142

 

 

$

1,733

 

 

$

5,518

 

 

$

166

 

 

$

422

 

 

$

12,903

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collectively evaluated for impairment

 

$

593,463

 

 

$

254,144

 

 

$

123,777

 

 

$

403,427

 

 

$

26,665

 

 

$

35,412

 

 

$

1,436,888

 

Individually evaluated for impairment

 

 

1,238

 

 

 

213

 

 

 

117

 

 

 

616

 

 

 

8

 

 

 

 

 

 

2,192

 

Acquired with deteriorated credit quality

 

 

111

 

 

 

686

 

 

 

7

 

 

 

702

 

 

 

31

 

 

 

 

 

 

1,537

 

Balances, end of period

 

$

594,812

 

 

$

255,043

 

 

$

123,901

 

 

$

404,745

 

 

$

26,704

 

 

$

35,412

 

 

$

1,440,617

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collectively evaluated for impairment

 

$

3,309

 

 

$

1,005

 

 

$

2,431

 

 

$

5,036

 

 

$

105

 

 

$

227

 

 

$

12,113

 

Individually evaluated for impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired with deteriorated credit quality

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, end of period

 

$

3,309

 

 

$

1,005

 

 

$

2,431

 

 

$

5,036

 

 

$

105

 

 

$

227

 

 

$

12,113

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collectively evaluated for impairment

 

$

549,055

 

 

$

252,640

 

 

$

174,662

 

 

$

403,054

 

 

$

25,584

 

 

$

20,901

 

 

$

1,425,896

 

Individually evaluated for impairment

 

 

1,278

 

 

 

183

 

 

 

 

 

 

817

 

 

 

 

 

 

 

 

 

2,278

 

Acquired with deteriorated credit quality

 

 

113

 

 

 

739

 

 

 

8

 

 

 

729

 

 

 

31

 

 

 

 

 

 

1,620

 

Balances, end of period

 

$

550,446

 

 

$

253,562

 

 

$

174,670

 

 

$

404,600

 

 

$

25,615

 

 

$

20,901

 

 

$

1,429,794

 

 

The following table presents the allocation of the ALL for each respective loan category with the corresponding percentage of the ALL in each category to total loans, net of deferred fees as of June 30, 2019 and December 31, 2018 (dollars in thousands):

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

Amount

 

 

Percent of total

loans

 

 

Amount

 

 

Percent of total

loans

 

Commercial real estate

 

$

3,922

 

 

 

0.27

%

 

$

3,309

 

 

 

0.23

%

Consumer real estate

 

 

1,142

 

 

 

0.08

 

 

 

1,005

 

 

 

0.07

 

Construction and land development

 

 

1,733

 

 

 

0.12

 

 

 

2,431

 

 

 

0.17

 

Commercial and industrial

 

 

5,518

 

 

 

0.39

 

 

 

5,036

 

 

 

0.35

 

Consumer

 

 

166

 

 

 

0.01

 

 

 

105

 

 

 

0.01

 

Other

 

 

422

 

 

 

0.03

 

 

 

227

 

 

 

0.02

 

Total allowance for loan losses

 

$

12,903

 

 

 

0.90

%

 

$

12,113

 

 

 

0.85

%

 

15

 


The following table presents the Company’s impaired loans that were evaluated for specific loss allowance as of June 30, 2019 and December 31, 2018 (dollars in thousands):

 

 

 

 

 

 

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

Recorded

investment

 

 

Unpaid

principal

balance

 

 

Related

allowance

 

 

Recorded

investment

 

 

Unpaid

principal

balance

 

 

Related

allowance

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

1,349

 

 

$

1,416

 

 

$

 

 

$

1,391

 

 

$

1,775

 

 

$

 

Consumer real estate

 

 

899

 

 

 

1,307

 

 

 

 

 

 

922

 

 

 

1,204

 

 

 

 

Construction and land development

 

 

124

 

 

 

151

 

 

 

 

 

 

8

 

 

 

18

 

 

 

 

Commercial and industrial

 

 

704

 

 

 

1,478

 

 

 

 

 

 

1,546

 

 

 

6,350

 

 

 

 

Consumer

 

 

39

 

 

 

68

 

 

 

 

 

 

31

 

 

 

56

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

3,115

 

 

 

4,420

 

 

 

 

 

 

3,898

 

 

 

9,403

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

614

 

 

 

4,744

 

 

 

170

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

614

 

 

 

4,744

 

 

 

170

 

 

 

 

 

 

 

 

 

 

Total

 

$

3,729

 

 

$

9,164

 

 

$

170

 

 

$

3,898

 

 

$

9,403

 

 

$

 

 

The following table presents information related to the average recorded investment and interest income recognized on impaired loans for the three and six months ended June 30, 2019 and 2018 (dollars in thousands):

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2019

 

 

June 30, 2018

 

 

June 30, 2019

 

 

June 30, 2018

 

 

 

Average

recorded

investment

 

 

Interest

income

recognized

 

 

Average

recorded

investment

 

 

Interest

income

recognized

 

 

Average

recorded

investment

 

 

Interest

income

recognized

 

 

Average

recorded

investment

 

 

Interest

income

recognized

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

1,356

 

 

$

19

 

 

$

1,181

 

 

$

15

 

 

$

1,365

 

 

$

35

 

 

$

1,189

 

 

$

25

 

Consumer real estate

 

 

916

 

 

 

4

 

 

 

 

 

 

 

 

 

917

 

 

 

4

 

 

 

 

 

 

 

Construction and land development

 

 

128

 

 

 

1

 

 

 

 

 

 

 

 

 

128

 

 

 

1

 

 

 

 

 

 

 

Commercial and industrial

 

 

709

 

 

 

19

 

 

 

 

 

 

 

 

 

709

 

 

 

19

 

 

 

 

 

 

 

Consumer

 

 

44

 

 

 

 

 

 

 

 

 

 

 

 

44

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

3,153

 

 

 

43

 

 

 

1,181

 

 

 

15

 

 

 

3,163

 

 

 

59

 

 

 

1,189

 

 

 

25

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

732

 

 

 

 

 

 

5,425

 

 

 

31

 

 

 

760

 

 

 

 

 

 

5,345

 

 

 

118

 

Consumer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

732

 

 

 

 

 

 

5,425

 

 

 

31

 

 

 

760

 

 

 

 

 

 

5,345

 

 

 

118

 

Total

 

$

3,885

 

 

$

43

 

 

$

6,606

 

 

$

46

 

 

$

3,923

 

 

$

59

 

 

$

6,534

 

 

$

143

 

 

Interest income recognized on a cash basis for impaired loans amounted to $15,000 and $25,000 for the three and six months ended June 30, 2018.  No interest income was recognized on a cash basis for impaired loans during the three or six months ended June 30, 2019.

16

 


The following table presents the aging of the recorded investment in past-due loans as of June 30, 2019 and December 31, 2018 by class of loans (dollars in thousands):

 

 

 

30 - 59

 

 

60 - 89

 

 

Greater Than

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Days

 

 

Days

 

 

89 Days

 

 

Total

 

 

Loans Not

 

 

 

 

 

 

 

Past Due

 

 

Past Due

 

 

Past Due

 

 

Past Due

 

 

Past Due

 

 

Total

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

 

 

$

1,307

 

 

$

 

 

$

1,307

 

 

$

593,505

 

 

$

594,812

 

Consumer real estate

 

 

378

 

 

 

947

 

 

 

733

 

 

 

2,058

 

 

 

252,985

 

 

 

255,043

 

Construction and land development

 

 

 

 

 

51

 

 

 

 

 

 

51

 

 

 

123,850

 

 

 

123,901

 

Commercial and industrial

 

 

89

 

 

 

271

 

 

 

614

 

 

 

974

 

 

 

403,771

 

 

 

404,745

 

Consumer

 

 

161

 

 

 

29

 

 

 

54

 

 

 

245

 

 

 

26,459

 

 

 

26,704

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35,412

 

 

 

35,412

 

Total

 

$

628

 

 

$

2,605

 

 

$

1,402

 

 

$

4,635

 

 

$

1,435,982

 

 

$

1,440,617

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

300

 

 

$

227

 

 

$

 

 

$

527

 

 

$

549,919

 

 

$

550,446

 

Consumer real estate

 

 

69

 

 

 

75

 

 

 

775

 

 

 

919

 

 

 

252,643

 

 

 

253,562

 

Construction and land development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

174,670

 

 

 

174,670

 

Commercial and industrial

 

 

54

 

 

 

 

 

 

 

 

 

54

 

 

 

404,546

 

 

 

404,600

 

Consumer

 

 

52

 

 

 

 

 

 

43

 

 

 

95

 

 

 

25,520

 

 

 

25,615

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,901

 

 

 

20,901

 

Total

 

$

475

 

 

$

302

 

 

$

818

 

 

$

1,595

 

 

$

1,428,199

 

 

$

1,429,794

 

 

The following table presents the recorded investment in non-accrual loans, past due loans over 89 days outstanding and accruing and troubled debt restructurings (“TDR”) by class of loans as of June 30, 2019 and December 31, 2018 (dollars in thousands):

 

 

 

Non-Accrual

 

 

Past Due Over 89 Days and Accruing

 

 

Troubled Debt Restructurings

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

 

 

$

 

 

$

1,238

 

Consumer real estate

 

 

676

 

 

 

278

 

 

 

 

Construction and land development

 

 

124

 

 

 

 

 

 

 

Commercial and industrial

 

 

616

 

 

 

 

 

 

 

Consumer

 

 

27

 

 

 

24

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total

 

$

1,443

 

 

$

302

 

 

$

1,238

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

 

 

$

 

 

$

1,391

 

Consumer real estate

 

 

1,187

 

 

 

214

 

 

 

 

Construction and land development

 

 

19

 

 

 

 

 

 

 

Commercial and industrial

 

 

817

 

 

 

 

 

 

 

Consumer

 

 

55

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total

 

$

2,078

 

 

$

214

 

 

$

1,391

 

 

As of June 30, 2019 and December 31, 2018, all loans classified as nonperforming were deemed to be impaired.

 

As of June 30, 2019 and December 31, 2018, the Company had a recorded investment in TDR of $1.2 million and $1.4 million, respectively. The Company had no specific allowance for those loans at June 30, 2019 or December 31, 2018 and there were no commitments to lend additional amounts.  Loans accounted for as TDR include modifications from original terms such as those due to bankruptcy proceedings, certain modifications of amortization periods or extended suspension of principal payments due to customer financial difficulties.  In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification.  This evaluation is performed under the Bank’s loan policy.  Loans accounted for as TDR are individually evaluated for impairment.

17

 


There were no new TDR identified during the three or six months ended June 30, 2019 or 2018.  There were no TDR for which there was a payment default within twelve months following the modification during the three or six months ended June 30, 2019 or 2018.

 

A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.

 

Acquired Loans

 

The following table presents changes in the carrying value of purchased credit impaired (“PCI”) loans (in thousands):

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2019

 

 

June 30, 2019

 

Balance at beginning of period

 

$

1,608

 

 

$

1,620

 

Change due to payments received and accretion

 

 

(71

)

 

 

(83

)

Change due to loan charge-offs

 

 

 

 

 

 

Other

 

 

 

 

 

 

Balance at end of period

 

$

1,537

 

 

$

1,537

 

 

The following table presents changes in the accretable yield for PCI loans (in thousands):

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2019

 

 

June 30, 2019

 

Balance at beginning of period

 

$

438

 

 

$

440

 

Accretion

 

 

(33

)

 

 

(45

)

Reclassification from (to) nonaccretable difference

 

 

 

 

 

 

Other, net

 

 

 

 

 

 

10

 

Balance at end of period

 

$

405

 

 

$

405

 

 

PCI loans had no impact on the ALL for the three or six months ended June 30, 2019 or 2018.

 

 

NOTE 4 – PREMISES AND EQUIPMENT

The Company leases certain premises and equipment under operating leases.  At June 30, 2019, the Company had lease liabilities totaling $12.9 million and right-of-use assets totaling $12.2 million related to these leases.  Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively.  At June 30, 2019, the weighted average remaining lease term for operating leases was 11.1 years and the weighted average discount rate used in the measurement of operating lease liabilities was 3.53%.

Lease costs were as follows (in thousands):

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2019

 

 

June 30, 2019

 

Operating lease cost

 

$

455

 

 

$

937

 

Short-term lease cost

 

 

 

 

 

 

Variable least cost

 

 

 

 

 

 

Total lease cost

 

$

455

 

 

$

937

 

Rent expense for the three and six months ended June 30, 2018, prior to the adoption of ASU 2016-02 was $415,000 and $809,000, respectively.

There were no sale and leaseback transactions, leveraged leases, or lease transactions with related parties during the three or six months ended June 30, 2019 or 2018.

18

 


A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is as follows (in thousands):

 

 

June 30, 2019

 

Lease payments due:

 

 

 

 

Within one year

 

$

1,536

 

After one but within two years

 

 

1,553

 

After two but within three years

 

 

1,517

 

After three but within four years

 

 

1,457

 

After four but within five years

 

 

1,221

 

After five years

 

 

8,267

 

Total undiscounted cash flows

 

 

15,551

 

Discount on cash flows

 

 

(2,662

)

Total lease liability

 

$

12,889

 

 

 

NOTE 5 – FEDERAL HOME LOAN BANK ADVANCES

The Company had outstanding borrowings totaling of $10.0 million and $125.0 million at June 30, 2019 and December 31, 2018, respectively, via various advances. These advances are non-callable; interest payments are due monthly, with principal due at maturity.

The following is a summary of the contractual maturities and average effective rates of outstanding advances (dollars in thousands):

 

 

 

June 30, 2019

 

 

December 31, 2018

 

Year

 

Amount

 

 

Interest Rates

 

 

Amount

 

 

Interest Rates

 

2019

 

$

 

 

 

 

 

$

125,000

 

 

 

2.48

%

2020

 

 

10,000

 

 

 

2.42

%

 

 

 

 

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

10,000

 

 

 

2.42

%

 

$

125,000

 

 

 

2.48

%

 

Advances from the FHLB are collateralized by investment securities with a market value of $4.1 million, FHLB stock and certain commercial and residential real estate mortgage loans totaling $728.5 million under a blanket mortgage collateral agreement.  At June 30, 2019, the amount of available credit from the FHLB totaled $150.7 million.

 

 

19

 


NOTE 6 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following were changes in accumulated other comprehensive income (loss) by component, net of tax, for the six months ended June 30, 2019 and 2018 (dollars in thousands):

 

 

 

 

 

 

 

Unrealized Gains

 

 

Unrealized

 

 

 

 

 

 

 

Gains and

 

 

and Losses

 

 

Losses on

 

 

 

 

 

 

 

Losses on

 

 

on Available

 

 

Securities

 

 

 

 

 

 

 

Cash Flow

 

 

for Sale

 

 

Transferred to

 

 

 

 

 

 

 

Hedges

 

 

Securities

 

 

Held to Maturity

 

 

Total

 

Six Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

(2,636

)

 

$

(680

)

 

$

 

 

$

(3,316

)

Other comprehensive income (loss) before

   reclassification, net of tax

 

 

(205

)

 

 

4,140

 

 

 

 

 

 

3,935

 

Amounts reclassified from accumulated other

   comprehensive income (loss), net of tax

 

 

(353

)

 

 

(80

)

 

 

 

 

 

(433

)

Net current period other comprehensive income (loss)

 

 

(558

)

 

 

4,060

 

 

 

 

 

 

3,502

 

Ending Balance

 

$

(3,194

)

 

$

3,380

 

 

$

 

 

$

186

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

(3,679

)

 

$

1,162

 

 

$

(10

)

 

$

(2,527

)

Other comprehensive income (loss) before

    reclassification, net of tax

 

 

1,288

 

 

 

(3,643

)

 

 

20

 

 

 

(2,335

)

Amounts reclassified from accumulated other

   comprehensive income (loss), net of tax

 

 

(435

)

 

 

2

 

 

 

(10

)

 

 

(443

)

Net current period other comprehensive income (loss)

 

 

853

 

 

 

(3,641

)

 

 

10

 

 

 

(2,778

)

Ending Balance

 

$

(2,826

)

 

$

(2,479

)

 

$

 

 

$

(5,305

)

 

The following were significant amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affected Line Item

Details about Accumulated Other

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

in the Statement Where

Comprehensive Income (Loss) Components

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net Income is Presented

Unrealized losses on cash flow hedges

 

$

(114

)

 

$

(111

)

 

$

(224

)

 

$

(218

)

Interest expense - money market

 

 

 

(51

)

 

 

(113

)

 

 

(138

)

 

 

(257

)

Interest expense - Federal Home Loan Bank advances

 

 

 

 

 

 

16

 

 

 

9

 

 

 

40

 

Income tax benefit

 

 

$

(165

)

 

$

(208

)

 

$

(353

)

 

$

(435

)

Net of tax

Unrealized gains (losses) on available-

  for-sale securities

 

$

(121

)

 

$

3

 

 

$

(108

)

 

$

3

 

Net gain (loss) on sale of securities

 

 

 

32

 

 

 

(1

)

 

 

28

 

 

 

(1

)

Income tax benefit (expense)

 

 

$

(89

)

 

$

2

 

 

$

(80

)

 

$

2

 

Net of tax

Unrealized losses on securities

  transferred to held-to-maturity

 

$

 

 

$

 

 

$

 

 

$

(14

)

Interest income - securities

 

 

 

 

 

 

 

 

 

 

 

 

4

 

Income tax benefit

 

 

$

 

 

$

 

 

$

 

 

$

(10

)

Net of tax

 

 

 

20

 


NOTE 7 – INCOME TAXES

The Company’s effective tax rate for the three and six months ended June 30, 2019 was 24.0% and 23.1% compared to 15.9% and 14.6% for the three and six months ended June 30, 2018.  In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions, including income tax consequences. In addition to other changes, the guidance changes the accounting for excess tax benefits and tax deficiencies from generally being recognized in additional paid-in capital to recognition as income tax expense or benefit in the period they occur. The Company adopted the new guidance in the first quarter of 2017. As a result, the Company’s income tax expense was increased by $2,000 and decreased by $31,000 for the three and six months ended June 30, 2019, respectively, and decreased by $277,000 and $640,000 for the three and six months ended June 30, 2018, respectively.

The effective tax rate compared favorably to the statutory federal rate of 21% and Tennessee excise tax rate of 6.5% primarily due to investments in qualified 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.

 

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company has outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying financial statements. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making such commitments as it does for instruments that are included in the balance sheet.

The following table sets forth outstanding financial instruments whose contract amounts represent credit risk as of June 30, 2019 and December 31, 2018 (dollars in thousands):

 

 

Contract or notional amount

 

 

 

June 30, 2019

 

 

December 31, 2018

 

Financial instruments whose contract amounts represent

   credit risk:

 

 

 

 

 

 

 

 

Unused commitments to extend credit

 

$

702,007

 

 

$

707,675

 

Standby letters of credit

 

 

11,124

 

 

 

12,273

 

Total

 

$

713,131

 

 

$

719,948

 

 

The Company is party to litigation and claims arising in the normal course of business. Management believes that the liabilities, if any, arising from such litigation and claims as of June 30, 2019, will not have a material impact on the financial statements of the Company.

 

 

NOTE 9 – DERIVATIVES

The Company utilizes derivative financial instruments, interest rate swaps and mortgage banking related derivatives, as part of its ongoing efforts to manage its interest rate risk exposure as well as the exposure for its customers.  The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.

Interest Rate Swaps Designated as Cash Flow Hedges

There were no interest rate swaps designated as cash flow hedges as of June 30, 2019. Forward starting interest rate swaps with notional amounts totaling $20 million as of  December 31, 2018 were designated as cash flow hedges of certain liabilities and were determined to be fully effective during all periods presented. As such, no amount of ineffectiveness was included in net income. Therefore, the aggregate fair value of the swaps is recorded in other liabilities with changes in fair value recorded in other comprehensive income. The Company terminated an interest rate swap during the second quarter of 2019 with a notional amount of $20 million, which resulted in a termination fee of $1.5 million. Cash flow swaps that have been terminated resulting in cash settlement equal to previously unrealized gains or losses are included in accumulated other comprehensive income and are being amortized to net income over the remaining contractual terms of the swaps.

21

 


Summary information about the interest-rate swaps designated as cash flow hedges was as follows (dollars in thousands):

 

 

 

June 30, 2019

 

 

December 31, 2018

 

Notional amounts

 

$

 

 

$

20,000

 

Weighted average pay rates

 

 

 

 

 

3.54

%

Weighted average receive rates

 

 

 

 

3 month LIBOR

 

Weighted average maturity

 

 

 

 

4.5 years

 

Fair value

 

$

 

 

$

(836

)

Amount of unrealized loss recognized in accumulated

   other comprehensive income, net of tax

 

$

 

 

$

(617

)

 

Pursuant to its interest rate swap agreements, the Company pledged collateral to the counterparties in the form of investment securities with a market value of $1.9 million at June 30, 2019. There was no collateral posted from the counterparties to the Company as of June 30, 2019.

Other Interest Rate Swaps

The Company also enters into swaps to facilitate customer transactions and meet their financing needs.  Upon entering into these transactions the Company enters into offsetting positions with large U.S. financial institutions in order to minimize risk to the Company. A summary of the Company’s customer related interest rate swaps was as follows (dollars in thousands):

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

Notional

 

 

Estimated

 

 

Notional

 

 

Estimated

 

 

 

amount

 

 

fair value

 

 

amount

 

 

fair value

 

Interest rate swap agreements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pay fixed/receive variable swaps

 

$

27,940

 

 

$

(741

)

 

$

29,126

 

 

$

24

 

Pay variable/receive fixed swaps

 

 

27,940

 

 

 

741

 

 

 

29,126

 

 

 

(24

)

Total

 

$

55,880

 

 

$

 

 

$

58,252

 

 

$

 

Mortgage Banking Derivatives

The Company enters into various derivative agreements with customers in the form of interest-rate lock commitments which are commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. The derivatives are valued using a model that utilizes market interest rates and other unobservable inputs. Changes in the fair value of these commitments due to fluctuations in interest rates that are to be originated to our loans held for sale portfolio are economically hedged through the use of forward sale commitments of mortgage-backed securities. The gains and losses arising from this derivative activity are reflected in current period earnings under mortgage banking income. Interest rate lock commitments are valued using a model with significant unobservable market parameters. Forward sale commitments are valued based on quoted prices for similar assets in an active market with inputs that are observable.

The net gains (losses) relating to mortgage banking derivative instruments included in mortgage banking income were as follows (dollars in thousands):

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2019

 

 

June 30, 2019

 

Mortgage loan interest rate lock commitments

 

$

592

 

 

$

592

 

Mortgage-backed securities forward sales commitments

 

 

(353

)

 

 

(353

)

Total

 

$

239

 

 

$

239

 

There were no gains (losses) relating to mortgage banking derivative instruments for the three or six months ended June 30, 2018.

22

 


The amount and fair value of mortgage banking derivatives included in the consolidated balance sheets was as follows (dollars in thousands):

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

Notional

 

 

Estimated

 

 

Notional

 

 

Estimated

 

 

 

amount

 

 

fair value

 

 

amount

 

 

fair value

 

Included in other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage loan interest rate lock commitments

 

$

52,100

 

 

$

592

 

 

$

 

 

$

 

Included in other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities forward sales commitments

 

$

49,750

 

 

$

(278

)

 

$

 

 

$

 

 

 

NOTE 10 - STOCK OPTIONS AND RESTRICTED SHARES

During 2008, the board of directors of the Bank approved the CapStar Bank 2008 Stock Incentive Plan. Following the formation of CapStar Financial Holdings, Inc. in 2016, and in connection with the Share Exchange, the outstanding awards of restricted stock and stock options under the CapStar Bank 2008 Stock Incentive Plan were exchanged for similar awards of restricted stock and stock options issued by CapStar Financial Holdings, Inc. under the CapStar Financial Holdings, Inc. Stock Incentive Plan (the “Plan”), which the board of directors adopted in 2016. The Stock Incentive Plan provides for the grant of stock-based incentives, including stock options, restricted stock units, performance awards and restricted stock, to employees, directors and service providers that are subject to forfeiture until vesting conditions have been satisfied by the award recipient under the terms of the award.  The Plan is intended to help align the interests of employees and our shareholders and reward our employees for improved Company performance.  The Plan reserved 1,569,475 shares of stock for issuance of stock incentives. In April 2018 the board of directors reserved an additional 400,000 shares of stock for issuance of stock incentives.  Stock incentives include both restricted share and stock option grants.  Total shares issuable under the plan were 354,518 at June 30, 2019.

The Company has recognized stock-based compensation expense, within salaries and employee benefits for employees, and within other non-interest expense for directors, in the consolidated statements of income as follows (dollars in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Stock-based compensation expense before income taxes

 

$

340

 

 

$

325

 

 

$

684

 

 

$

630

 

Less: deferred tax benefit

 

 

(89

)

 

 

(85

)

 

 

(179

)

 

 

(165

)

Reduction of net income

 

$

251

 

 

$

240

 

 

$

505

 

 

$

465

 

 

Restricted Shares

Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at the issue date. The fair value of each restricted stock grant is based on valuations performed by independent consultants. The recipients have the right to vote and receive dividends but cannot sell, transfer, assign, pledge, hypothecate, or otherwise encumber the restricted stock until the shares have vested. Restricted shares fully vest on the third anniversary of the grant date.  A summary of the changes in the Company’s nonvested restricted shares for the six months ended June 30, 2019 follows:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

Restricted

 

 

Grant Date

 

Nonvested Shares

 

Shares

 

 

Fair Value

 

Nonvested at beginning of period

 

 

157,616

 

 

$

17.00

 

Granted

 

 

30,183

 

 

 

15.91

 

Vested

 

 

(55,650

)

 

 

15.13

 

Forfeited

 

 

(11,801

)

 

 

17.73

 

Nonvested at end of period

 

 

120,348

 

 

$

17.52

 

 

As of June 30, 2019, there was $2.6 million of unrecognized compensation cost related to nonvested shares granted under the Plan.  The cost is expected to be recognized over a weighted-average period of 1.9 years.  The total fair value of shares vested during the six months ended June 30, 2019 and 2018 was $0.9 million and $1.6 million.

23

 


Stock Options

Option awards are generally granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant.  Option awards generally have a four year vesting period and a ten year contractual term.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the table below. Expected volatility is based on historical volatilities of the Company’s common stock. The expected term of options granted was calculated using the “simplified” method for plain vanilla options. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. There were no options granted in 2018.  The Company granted 50,000 options during 2019.

The fair value of options granted during 2019 was determined using the following weighted average assumptions as of the grant date.

 

 

2019

 

Dividend yield

 

 

1.35

%

Expected term (in years)

 

 

6.50

 

Expected stock price volatility

 

 

29.55

%

Risk-free interest rate

 

 

2.25

%

 

 

A summary of the activity in stock options for the six months ended June 30, 2019 follows:

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

 

 

 

 

 

Exercise

 

 

Contractual

 

 

 

Shares

 

 

Price

 

 

Term (years)

 

Outstanding at beginning of period

 

 

507,903

 

 

$

8.66

 

 

 

 

 

Granted

 

 

50,000

 

 

 

14.84

 

 

 

 

 

Exercised

 

 

(218,954

)

 

 

6.68

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

Outstanding at end of period

 

 

338,949

 

 

$

10.86

 

 

 

4.8

 

Fully vested and expected to vest

 

 

338,508

 

 

$

10.85

 

 

 

4.8

 

Exercisable at end of period

 

 

282,699

 

 

$

10.10

 

 

 

3.8

 

 

Information related to stock options during each year follows:

 

 

 

2019

 

 

2018

 

Intrinsic value of options exercised

 

$

2,007,300

 

 

$

2,081,344

 

Cash received from option exercises

 

 

1,253,233

 

 

 

2,186,420

 

Tax benefit realized from option exercises

 

 

14,979

 

 

 

544,063

 

Weighted average fair value of options granted

 

 

5.35

 

 

 

 

 

As of June 30, 2019, there was $0.3 million of unrecognized compensation cost related to nonvested stock options granted under the Plan.  The cost is expected to be recognized over a weighted-average period of 2.8 years.

 

 

NOTE 11 – REGULATORY CAPITAL REQUIREMENTS

The Company and the Bank are subject to regulatory capital requirements administered by the Federal Reserve and the Bank is also subject to the regulatory capital requirements of the Tennessee Department of Financial Institutions. Failure to meet capital requirements can initiate certain mandatory – and possibly additional discretionary – actions by regulators that could, in that event, have a material adverse effect on the institutions’ financial statements. The relevant regulations require the Company and the Bank to meet specific capital adequacy guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting principles. The capital classifications of the Company and the Bank are also subject to qualitative judgments by their regulators about components, risk weightings, and other factors. Those qualitative judgments could also affect the capital status of the Company and the Bank and the amount of dividends the Company and the Bank may distribute. The final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective for the Bank on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital. Management believes as of June 30, 2019, the Company and the Bank met all regulatory capital adequacy requirements to which they are subject.

24

 


The Company’s and the Bank’s capital amounts and ratios as of June 30, 2019 and December 31, 2018 are presented in the following table (dollars in thousands).

 

 

Actual

 

 

Minimum capital

requirement (1)

 

 

Minimum to be

well-capitalized (2)

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

At June 30, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

$

228,302

 

 

 

13.29

%

 

$

137,394

 

 

 

8.00

%

 

N/A

 

 

N/A

 

CapStar Bank

 

 

213,170

 

 

 

12.41

 

 

 

137,368

 

 

 

8.00

 

 

$

171,710

 

 

 

10.00

 

Tier I capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

 

215,220

 

 

 

12.53

 

 

 

103,046

 

 

 

6.00

 

 

N/A

 

 

N/A

 

CapStar Bank

 

 

200,088

 

 

 

11.65

 

 

 

103,026

 

 

 

6.00

 

 

 

137,368

 

 

 

8.00

 

Common equity Tier 1 capital to risk weighted

   assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

 

206,220

 

 

 

12.01

 

 

 

77,284

 

 

 

4.50

 

 

N/A

 

 

N/A

 

CapStar Bank

 

 

183,588

 

 

 

10.69

 

 

 

77,270

 

 

 

4.50

 

 

 

111,612

 

 

 

6.50

 

Tier I capital to average assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

 

215,220

 

 

 

11.01

 

 

 

78,224

 

 

 

4.00

 

 

N/A

 

 

N/A

 

CapStar Bank

 

 

200,088

 

 

 

10.24

 

 

 

78,186

 

 

 

4.00

 

 

 

97,733

 

 

 

5.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

$

222,030

 

 

 

12.84

%

 

$

138,336

 

 

 

8.00

%

 

N/A

 

 

N/A

 

CapStar Bank

 

 

201,972

 

 

 

11.68

 

 

 

138,294

 

 

 

8.00

 

 

$

172,868

 

 

 

10.00

 

Tier I capital to risk-weighted assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

 

209,738

 

 

 

12.13

 

 

 

103,752

 

 

 

6.00

 

 

N/A

 

 

N/A

 

CapStar Bank

 

 

189,680

 

 

 

10.97

 

 

 

103,721

 

 

 

6.00

 

 

 

138,294

 

 

 

8.00

 

Common equity Tier 1 capital to risk weighted

   assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

 

200,738

 

 

 

11.61

 

 

 

77,814

 

 

 

4.50

 

 

N/A

 

 

N/A

 

CapStar Bank

 

 

173,180

 

 

 

10.02

 

 

 

77,791

 

 

 

4.50

 

 

 

112,364

 

 

 

6.50

 

Tier I capital to average assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CapStar Financial Holdings, Inc.

 

 

209,738

 

 

 

11.06

 

 

 

75,867

 

 

 

4.00

 

 

N/A

 

 

N/A

 

CapStar Bank

 

 

189,680

 

 

 

10.01

 

 

 

75,828

 

 

 

4.00

 

 

 

94,785

 

 

 

5.00

 

 

(1)

For the calendar year 2019, the Company must maintain a capital conservation buffer of Tier 1 common equity capital in excess of minimum risk-based capital ratios by at least 2.5% to avoid limits on capital distributions and certain discretionary bonus payments to executive officers and similar employees.

(2)

For the Company to be well-capitalized, the Bank must be well-capitalized and the Company must not be subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the Federal Reserve to meet and maintain a specific capital level for any capital measure.

 

25

 


NOTE 12 EARNINGS PER SHARE

The following is a summary of the basic and diluted earnings per share calculation for the three and six months ended June 30, 2019 and 2018 (dollars in thousands, except share data):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Basic net income per share calculation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator – Net income

 

$

5,756

 

 

$

3,513

 

 

$

10,535

 

 

$

6,707

 

Denominator – Average common shares outstanding

 

 

17,663,992

 

 

 

11,845,822

 

 

 

17,723,286

 

 

 

11,755,535

 

Basic net income per share

 

$

0.33

 

 

$

0.30

 

 

$

0.59

 

 

$

0.57

 

Diluted net income per share calculation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator – Net income

 

$

5,756

 

 

$

3,513

 

 

$

10,535

 

 

$

6,707

 

Denominator – Average common shares outstanding

 

 

17,663,992

 

 

 

11,845,822

 

 

 

17,723,286

 

 

 

11,755,535

 

Dilutive shares contingently issuable

 

 

986,714

 

 

 

1,221,401

 

 

 

1,017,036

 

 

 

1,266,209

 

Average diluted common shares outstanding

 

 

18,650,706

 

 

 

13,067,223

 

 

 

18,740,322

 

 

 

13,021,744

 

Diluted net income per share

 

$

0.31

 

 

$

0.27

 

 

$

0.56

 

 

$

0.52

 

 

 

NOTE 13 – FAIR VALUE

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

Level 1:

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

Level 2:

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

Level 3:

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

The Bank used the following methods and significant assumptions to estimate fair value:

Investment Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2), using matrix pricing. Matrix pricing is a mathematical technique commonly used to price debt securities that are not actively traded and, values debt securities by relying on quoted prices for the specific securities and the securities’ relationship to other benchmark quoted securities (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). See below for additional discussion of Level 3 valuation methodologies and significant inputs. The fair values of all securities are determined from third party pricing services without adjustment.

Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach with data from comparable properties. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Appraisals may be adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and/or management’s expertise and knowledge of the collateral. Such adjustments result in a Level 3 classification of the inputs for determining fair value. Real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly.  The Company had no other real estate owned carried at fair value as of June 30, 2019 or December 31, 2018.

Loans Held For Sale: Loans held for sale are carried at either fair value, if elected, or the lower of cost or fair value on a pool-level basis. Origination fees and costs for loans held for sale recorded at lower of cost or market are capitalized in the basis of the loan and are included in the calculation of realized gains and losses upon sale.  Origination fees and costs are recognized in earnings at the time of origination for loans held for sale that are recorded at fair value.  Fair value is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors (Level 2).  There were no loans held for sale carried at fair value at December 31, 2018.

26

 


Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available for similar loans and collateral underlying such loans. Such adjustments result in a Level 3 classification of the inputs for determining fair value. Collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on at least a quarterly basis for additional impairment and adjusted in accordance with the loan policy.

Derivatives-Interest Rate Swaps: The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2). The Bank’s derivatives are traded in an over-the-counter market where quoted market prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.  The fair values of all interest rate swaps are determined from third party pricing services without adjustment.

Derivatives-Mortgage Loan Interest Rate Lock Commitments:  Interest rate lock commitments that relate to the origination of mortgage loans that will be held for sale are recorded at fair value, determined as the amount that would be required to settle each derivative instrument at the balance sheet date. The fair value of the interest rate lock commitment is derived from the fair value of related mortgage loans, which is based on observable market data and includes the expected net future cash flows related to servicing of the loans.  In estimating the fair value of an interest rate lock commitment, the Company assigns a probability to the interest rate lock commitment based on an expectation that it will be exercised and the loan will be funded (a “pull through” rate).  The expected pull through rates are applied to the fair value of the unclosed mortgage pipeline, resulting in a Level 3 fair value classification. The pull through rate is a statistical analysis of our actual rate lock fallout history to determine the sensitivity of the residential mortgage loan pipeline compared to interest rate changes and other deterministic values. New market prices are applied based on updated loan characteristics and new fallout ratios (i.e., the inverse of the pull through rate) are applied accordingly. Significant increases (decreases) in the pull through rate in isolation result in a significantly higher (lower) fair value measurement. Changes to the fair value of interest rate lock commitments are recognized based on interest rate changes, changes in the probability that the commitment will be exercised, and the passage of time.

Derivatives-Mortgage-Backed Securities Forward Sales Commitments: The Company utilizes mortgage-backed securities forward sales commitments to hedge mortgage loan interest rate lock commitments.  Mortgage-backed securities forward sales commitments are recorded at fair value based on quoted prices for similar assets in an active market with inputs that are observable, resulting in a Level 2 fair value classification.

27

 


Assets and liabilities measured at fair value on a recurring basis are summarized below (dollars in thousands):

 

 

 

Fair value measurements at June 30, 2019

 

 

 

 

 

 

 

Quoted prices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

 

markets for

 

 

other

 

 

Significant

 

 

 

 

 

 

 

identical

 

 

observable

 

 

unobservable

 

 

 

Carrying

 

 

assets

 

 

inputs

 

 

inputs

 

 

 

Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-sponsored agencies

 

$

6,477

 

 

$

 

 

$

6,477

 

 

$

 

Obligations of states and political subdivisions

 

 

51,499

 

 

 

 

 

 

51,499

 

 

 

 

Mortgage-backed securities-residential

 

 

124,840

 

 

 

 

 

 

124,840

 

 

 

 

Asset-backed securities

 

 

3,299

 

 

 

 

 

 

3,299

 

 

 

 

Other debt securities

 

 

8,842

 

 

 

 

 

 

8,842

 

 

 

 

Loans held for sale

 

 

37,604

 

 

 

 

 

 

37,604

 

 

 

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-hedging derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps - customer related

 

 

752

 

 

 

 

 

 

752

 

 

 

 

Mortgage loan interest rate lock commitments

 

 

592

 

 

 

 

 

 

 

 

 

592

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-hedging derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps - customer related

 

 

(752

)

 

 

 

 

 

(752

)

 

 

 

Mortgage-backed securities forward sales commitments

 

 

(278

)

 

 

 

 

 

(278

)

 

 

 

 

 

 

Fair value measurements at December 31, 2018

 

 

 

 

 

 

 

Quoted prices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

 

markets for

 

 

other

 

 

Significant

 

 

 

 

 

 

 

identical

 

 

observable

 

 

unobservable

 

 

 

Carrying

 

 

assets

 

 

inputs

 

 

inputs

 

 

 

Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available-for-sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government-sponsored agencies

 

$

10,706

 

 

$

 

 

$

10,706

 

 

$

 

Obligations of states and political subdivisions

 

 

61,926

 

 

 

 

 

 

61,926

 

 

 

 

Mortgage-backed securities-residential

 

 

144,158

 

 

 

 

 

 

144,158

 

 

 

 

Asset-backed securities

 

 

15,284

 

 

 

 

 

 

15,284

 

 

 

 

Other debt securities

 

 

11,734

 

 

 

 

 

 

11,734

 

 

 

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-hedging derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps - customer related

 

 

494

 

 

 

 

 

 

494

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps - cash flow hedges

 

 

(836

)

 

 

 

 

 

(836

)

 

 

 

Non-hedging derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps - customer related

 

 

(494

)

 

 

 

 

 

(494

)

 

 

 

 

28

 


The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2019 and 2018 (dollars in thousands):

 

 

 

Mortgage Loan Interest Rate

 

 

 

Lock Commitments

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

Balance of recurring Level 3 assets at January 1st

 

$

 

 

$

 

Total gains or losses for the period:

 

 

 

 

 

 

 

 

Include in mortgage banking income

 

 

592

 

 

 

 

Balance of recurring Level 3 assets at June 30th

 

$

592

 

 

$

 

 

The following table presents quantitative information about recurring Level 3 fair value measurements at June 30, 2019 (dollars in thousands).  There were no Level 3 fair value measurements at December 31, 2018.

 

 

 

 

 

 

 

 

 

 

 

Range

 

 

Fair

 

 

Valuation

 

 

 

(Weighted-

June 30, 2019

 

Value

 

 

Technique(s)

 

Unobservable Input(s)

 

Average)

Assets:

 

 

 

 

 

 

 

 

 

 

Non-hedging derivatives:

 

 

 

 

 

 

 

 

 

 

Mortgage loan interest rate lock commitments

 

$

592

 

 

Consensus pricing

 

Origination pull-through rate

 

68% - 96% (80%)

 

 

Assets measured at fair value on a nonrecurring basis are summarized below (dollars in thousands): There were no assets measured at fair value on a nonrecurring basis at December 31, 2018.

 

 

 

Fair value measurements at June 30, 2019

 

 

 

 

 

 

 

Quoted prices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

 

markets for

 

 

other

 

 

Significant

 

 

 

 

 

 

 

identical

 

 

observable

 

 

unobservable

 

 

 

Carrying

 

 

assets

 

 

inputs

 

 

inputs

 

 

 

Value

 

 

(level 1)

 

 

(level 2)

 

 

(level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

444

 

 

 

 

 

 

 

 

 

444

 

 

 

The following table presents quantitative information about Level 3 fair value measurements for assets measured at fair value on a non-recurring basis at June 30, 2019 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

Range

 

 

 

Fair

 

 

Valuation

 

 

 

(Weighted-

 

June 30, 2019

 

Value

 

 

Technique(s)

 

Unobservable Input(s)

 

Average)

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

444

 

 

Sales Comparison approach

 

Appraisal discounts

 

25%

 

 

 

29

 


Fair Value of Financial Instruments

The carrying value and estimated fair values of the Bank’s financial instruments at June 30, 2019 and December 31, 2018 were as follows (dollars in thousands):

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

 

 

Carrying

 

 

 

 

 

 

Carrying

 

 

 

 

 

 

Fair value

 

 

amount

 

 

Fair value

 

 

amount

 

 

Fair value

 

 

level of input

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks, interest-bearing deposits in

   financial institutions

 

$

156,085

 

 

$

156,085

 

 

$

94,681

 

 

$

94,681

 

 

Level 1

Federal funds sold

 

 

 

 

 

 

 

 

10,762

 

 

 

10,762

 

 

Level 1

Securities available-for-sale

 

 

194,957

 

 

 

194,957

 

 

 

243,808

 

 

 

243,808

 

 

Level 2

Securities held-to-maturity

 

 

3,721

 

 

 

3,820

 

 

 

3,734

 

 

 

3,785

 

 

Level 2

Loans held for sale

 

 

89,629

 

 

 

90,800

 

 

 

57,618

 

 

 

58,596

 

 

Level 2

Restricted equity securities

 

 

14,150

 

 

N/A

 

 

 

12,038

 

 

N/A

 

 

N/A

Loans

 

 

1,440,617

 

 

 

1,435,130

 

 

 

1,429,794

 

 

 

1,442,082

 

 

Level 3

Accrued interest receivable

 

 

6,045

 

 

 

6,045

 

 

 

5,964

 

 

 

5,964

 

 

Level 2

Other assets

 

 

35,157

 

 

 

35,157

 

 

 

34,489

 

 

 

34,489

 

 

Level 2 / Level 3

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

1,722,770

 

 

 

1,723,123

 

 

 

1,570,008

 

 

 

1,572,880

 

 

Level 3

Federal Home Loan Bank advances

 

 

10,000

 

 

 

10,000

 

 

 

125,000

 

 

 

126,548

 

 

Level 2

Other liabilities

 

 

1,606

 

 

 

1,606

 

 

 

2,753

 

 

 

2,753

 

 

Level 3

 

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

(a)

Cash and Due from Banks, Interest-Bearing Deposits in Financial Institutions

For these short‑term instruments, the carrying amount is a reasonable estimate of fair value.

(b)

Federal Funds Sold

Federal funds sold clear on a daily basis. For this reason, the carrying amount is a reasonable estimate of fair value.

(c)

Restricted Equity Securities

It is not practical to determine the fair value of restricted securities due to restrictions placed on their transferability.

(d)

Loans

In accordance with the prospective adoption of ASU 2016-01, the fair value of loans was measured using an exit price notion.  Fair values for impaired loans are estimated using discounted cash flow models or based on the fair value of the underlying collateral.

(e)

Accrued Interest Receivable

The carrying amounts of accrued interest approximate fair value.

 

 

(f)

Other Assets

Included in other assets are bank owned life insurance and certain interest rate swap agreements. The fair values of interest rate swap agreements are based on independent pricing services that utilize pricing models with observable market inputs. For bank owned life insurance, the carrying amount is based on the cash surrender value and is a reasonable estimate of fair value.

(g)

Deposits

The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date. The fair value of certificates of deposit is estimated by discounted cash flow models, using current market interest rates offered on certificates with similar remaining maturities.

30

 


(h)

Federal Home Loan Bank Advances

The fair value of fixed rate Federal Home Loan Bank Advances is estimated using discounted cash flow models, using current market interest rates offered on certificates, advances and other borrowings with similar remaining maturities.

(i)

Other Liabilities

Included in other liabilities are accrued interest payable and certain interest rate swap agreements. The fair values of interest rate swap agreements are based on independent pricing services that utilize pricing models with observable market inputs.  The carrying amounts of accrued interest approximate fair value.

(j)

Off-Balance Sheet Instruments

Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing.  The fair value of commitments is not material.

(k)

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Bank’s entire holdings of a particular instrument. Because no market exists for a significant portion of the Bank’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on estimating on and off‑balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, fixed assets are not considered financial instruments and their value has not been incorporated into the fair value estimates. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

 

 

 

31

 


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following is a discussion of our financial condition at June 30, 2019 and December 31, 2018 and our results of operations for the three and six months ended June 30, 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.  The following discussion and analysis should be read along with our consolidated financial statements and the related notes included elsewhere in this Report and our Annual Report on Form 10-K for the year ended December 31, 2018.  Annualized results for interim periods may not be indicative of results for the full year or future periods.  In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our current expectations.  Factors that could cause such differences are discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” in this Report and the section entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018. 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.

Overview

The second quarter of 2019 resulted in $0.31 diluted net income per share of common stock, an increase of 14.8% compared to the second quarter of 2018.  Annualized return on average assets was 1.15% for the second quarter of 2019 compared to 1.01% for the same period in 2018.

For the six months ended June 30, 2019, diluted net income per share of common stock was $0.56, an increase of 9.1% compared to the same period in 2018. Annualized return on average assets was 1.06% for the six months ended June 30, 2019 compared to 0.98% for the same period in 2018.

At June 30, 2019, loans increased to $1.44 billion, as compared to $1.43 billion at December 31, 2018.  Total deposits increased to $1.72 billion at June 30, 2019 from $1.57 billion at December 31, 2018.

The comparability of our financial condition and performance has been impacted by our acquisition of Athens Bancshares Corporation (“Athens”) which we completed in 2018.

Our primary revenue sources are 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 overall profitability. Similarly, deposit volume is crucial to funding loans and rates paid on deposits directly impact 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 $5.4 million, or 46.8%, for the three months ended June 30, 2019 compared to the same period in 2018 and increased $11.6 million, or 51.6%, for the six months ended June 30, 2019 compared to the same period in 2018.  Net interest margin increased to 3.68% for the three months ended June 30, 2019, compared with 3.46% for the same period of 2018 and increased to 3.71% for the six months ended June 30, 2019, compared with 3.43% for the same period of 2018.  The positive effects of increased yields on earning assets were partially offset by the negative effects of increasing deposit costs.

No provision for loan losses was recorded for the second quarter of 2019 compared to $0.2 million during the comparable period of 2018.  Provision for loan losses for the six months ended June 30, 2019 and 2018 were $0.9 million and $0.8 million, respectively. 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 June 30, 2019 was 0.90% of total loans, compared with 0.85% of total loans at December 31, 2018.

Total non-interest income for the second quarter of 2019 increased $4.3 million, or 154.3%, compared with the same period in 2018, and comprised 23% of total revenues.  For the six months ended June 30, 2019, total non-interest income increased $5.9 million, or 101.0%, compared with the same period in 2018, and comprised 20% of total revenues.  These increases were primarily the result of higher mortgage banking income, Tri-Net fees and interchanges fees resulting from our acquisition of Athens.

32

 


As we grew our team and expanded into East Tennessee with the Athens acquisition, total non-interest expense for the three and six months ended June 30, 2019 increased $6.5 million, or 64.6%, and $11.6 million, or 59.3%, respectively, compared with the same periods in 2018. Included in noninterest expense for the three and six months ended June 30, 2019 were $1.7 million and $2.3 million, respectively, of pretax merger related charges related to the acquisition of Athens compared to $0.3 million for the three and six months ended June 30, 2018. Our efficiency ratio for the three months ended June 30, 2019 was 68.5% compared to 69.7% for the same period in 2018.  For the six months ended June 30, 2019 our efficiency ratio was 68.2% compared to 69.2% for the same period in 2018.  

Our effective tax rate for the three and six months ended June 30, 2019 was 24.0% and 23.1%, respectively, compared to 15.9% and 14.6% for the same periods in 2018.  The increase in the effective tax rate is largely the result of the decreasing ratio of excess tax benefits from stock compensation to income before income taxes.

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. The ratio of tangible common equity to total tangible assets was 10.56% as of June 30, 2019, compared with 10.39% at December 31, 2018.  See “—Non-GAAP Financial Measures” for details on reconciliations to the most directly comparable U.S. GAAP measures.

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

(a)

Results of Operations

The following is a summary of our results of operations:

 

 

 

 

 

 

2019 - 2018

 

 

 

 

 

 

 

 

 

 

2019 - 2018

 

 

 

Three Months Ended

 

 

Percent

 

 

Six Months Ended

 

 

Percent

 

 

 

June 30,

 

 

Increase

 

 

June 30,

 

 

Increase

 

 

 

2019

 

 

2018

 

 

(Decrease)

 

 

2019

 

 

2018

 

 

(Decrease)

 

Interest income

 

$

23,158

 

 

$

15,354

 

 

 

50.8

%

 

$

46,125

 

 

$

29,098

 

 

 

58.5

%

Interest expense

 

 

6,150

 

 

 

3,767

 

 

 

63.3

%

 

 

12,115

 

 

 

6,665

 

 

 

81.8

%

Net interest income

 

 

17,008

 

 

 

11,587

 

 

 

46.8

%

 

 

34,010

 

 

 

22,433

 

 

 

51.6

%

Provision for loan losses

 

 

 

 

 

169

 

 

 

(100.0

)%

 

 

886

 

 

 

846

 

 

 

4.7

%

Net interest income after provision for loan losses

 

 

17,008

 

 

 

11,418

 

 

 

49.0

%

 

 

33,124

 

 

 

21,587

 

 

 

53.4

%

Noninterest income

 

 

7,032

 

 

 

2,765

 

 

 

154.3

%

 

 

11,767

 

 

 

5,854

 

 

 

101.0

%

Noninterest expense

 

 

16,470

 

 

 

10,005

 

 

 

64.6

%

 

 

31,196

 

 

 

19,586

 

 

 

59.3

%

Net income before income taxes

 

 

7,570

 

 

 

4,178

 

 

 

81.2

%

 

 

13,695

 

 

 

7,855

 

 

 

74.3

%

Income tax expense

 

 

1,814

 

 

 

665

 

 

 

172.6

%

 

 

3,160

 

 

 

1,148

 

 

 

175.2

%

Net income

 

$

5,756

 

 

$

3,513

 

 

 

63.9

%

 

$

10,535

 

 

$

6,707

 

 

 

57.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share of common stock

 

$

0.33

 

 

$

0.30

 

 

 

9.9

%

 

$

0.59

 

 

$

0.57

 

 

 

4.2

%

Fully diluted net income per share of common stock

 

$

0.31

 

 

$

0.27

 

 

 

14.8

%

 

$

0.56

 

 

$

0.52

 

 

 

9.1

%

 

Annualized return on average assets and annualized return on average shareholders’ equity were 1.15% and 8.84%, respectively, for the second quarter of 2019, compared with 1.01% and 9.30%, respectively, for the same period in 2018.

Annualized return on average assets and annualized return on average shareholders’ equity were 1.06% and 8.20%, respectively, for the six months ended June 30, 2019, compared with 0.98% and 9.02%, respectively, for the same period in 2018.

 

Net Interest Income

The largest component of our net income is net interest income – the difference between the income earned on interest-earning assets and the interest paid on deposits and borrowed funds used to support our assets. Net interest income 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.

33

 


The following tables set 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 three and six months ended June 30, 2019 and 2018:

 

 

For the Three Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

 

Average

Outstanding

Balance

 

 

Interest

Income/

Expense

 

 

Average

Yield/

Rate

 

 

Average

Outstanding

Balance

 

 

Interest

Income/

Expense

 

 

Average

Yield/

Rate

 

Interest-Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

1,469,210

 

 

$

19,931

 

 

 

5.44

%

 

$

1,041,835

 

 

$

13,090

 

 

 

5.04

%

Loans held for sale

 

 

91,585

 

 

 

1,068

 

 

 

4.68

%

 

 

58,297

 

 

 

706

 

 

 

4.86

%

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable investment securities (2)

 

 

175,742

 

 

 

1,379

 

 

 

3.14

%

 

 

155,552

 

 

 

1,071

 

 

 

2.76

%

Investment securities exempt from

   federal income tax (3)

 

 

52,541

 

 

 

363

 

 

 

3.50

%

 

 

42,381

 

 

 

257

 

 

 

3.07

%

Total securities

 

 

228,283

 

 

 

1,742

 

 

 

3.22

%

 

 

197,933

 

 

 

1,328

 

 

 

2.82

%

Cash balances in other banks

 

 

75,485

 

 

 

411

 

 

 

2.18

%

 

 

50,335

 

 

 

211

 

 

 

1.68

%

Funds sold

 

 

767

 

 

 

6

 

 

 

2.96

%

 

 

2,898

 

 

 

19

 

 

 

2.57

%

Total interest-earning assets

 

 

1,865,330

 

 

 

23,158

 

 

 

5.00

%

 

 

1,351,298

 

 

 

15,354

 

 

 

4.58

%

Noninterest-earning assets

 

 

138,877

 

 

 

 

 

 

 

 

 

 

 

45,061

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,004,207

 

 

 

 

 

 

 

 

 

 

$

1,396,359

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing transaction accounts

 

$

467,326

 

 

 

1,827

 

 

 

1.57

%

 

$

279,705

 

 

 

892

 

 

 

1.28

%

Savings and money market deposits

 

 

479,012

 

 

 

1,782

 

 

 

1.49

%

 

 

428,330

 

 

 

1,413

 

 

 

1.32

%

Time deposits

 

 

417,873

 

 

 

2,217

 

 

 

2.13

%

 

 

193,041

 

 

 

834

 

 

 

1.73

%

Total interest-bearing deposits

 

 

1,364,211

 

 

 

5,826

 

 

 

1.71

%

 

 

901,076

 

 

 

3,139

 

 

 

1.40

%

Borrowings and repurchase agreements

 

 

42,117

 

 

 

324

 

 

 

3.09

%

 

 

99,286

 

 

 

628

 

 

 

2.53

%

Total interest-bearing liabilities

 

 

1,406,328

 

 

 

6,150

 

 

 

1.75

%

 

 

1,000,362

 

 

 

3,767

 

 

 

1.51

%

Noninterest-bearing deposits

 

 

314,029

 

 

 

 

 

 

 

 

 

 

 

237,324

 

 

 

 

 

 

 

 

 

Total funding sources

 

 

1,720,357

 

 

 

 

 

 

 

 

 

 

 

1,237,686

 

 

 

 

 

 

 

 

 

Noninterest-bearing liabilities

 

 

22,653

 

 

 

 

 

 

 

 

 

 

 

7,138

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

261,197

 

 

 

 

 

 

 

 

 

 

 

151,535

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

2,004,207

 

 

 

 

 

 

 

 

 

 

$

1,396,359

 

 

 

 

 

 

 

 

 

Net interest spread (4)

 

 

 

 

 

 

 

 

 

 

3.25

%

 

 

 

 

 

 

 

 

 

 

3.07

%

Net interest income/margin (5)

 

 

 

 

 

$

17,008

 

 

 

3.68

%

 

 

 

 

 

$

11,587

 

 

 

3.46

%

 

(1)

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

(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 annualized net interest income calculated on a tax equivalent basis divided by total average interest-earning assets for the period.

34

 


 

 

For the Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

 

Average

Outstanding

Balance

 

 

Interest

Income/

Expense

 

 

Average

Yield/

Rate

 

 

Average

Outstanding

Balance

 

 

Interest

Income/

Expense

 

 

Average

Yield/

Rate

 

Interest-Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

1,465,473

 

 

$

39,718

 

 

 

5.47

%

 

$

1,012,827

 

 

$

24,574

 

 

 

4.89

%

Loans held for sale

 

 

79,301

 

 

 

1,873

 

 

 

4.76

%

 

 

63,163

 

 

 

1,456

 

 

 

4.65

%

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable investment securities (2)

 

 

185,533

 

 

 

2,913

 

 

 

3.14

%

 

 

155,918

 

 

 

2,080

 

 

 

2.67

%

Investment securities exempt from

   federal income tax (3)

 

 

54,360

 

 

 

739

 

 

 

3.44

%

 

 

44,671

 

 

 

538

 

 

 

3.05

%

Total securities

 

 

239,893

 

 

 

3,652

 

 

 

3.21

%

 

 

200,589

 

 

 

2,618

 

 

 

2.75

%

Cash balances in other banks

 

 

70,936

 

 

 

857

 

 

 

2.44

%

 

 

49,465

 

 

 

411

 

 

 

1.68

%

Funds sold

 

 

1,419

 

 

 

25

 

 

 

3.52

%

 

 

3,216

 

 

 

39

 

 

 

2.41

%

Total interest-earning assets

 

 

1,857,022

 

 

 

46,125

 

 

 

5.03

%

 

 

1,329,260

 

 

 

29,098

 

 

 

4.44

%

Noninterest-earning assets

 

 

139,364

 

 

 

 

 

 

 

 

 

 

 

44,610

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,996,386

 

 

 

 

 

 

 

 

 

 

$

1,373,870

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing transaction accounts

 

$

450,830

 

 

 

3,420

 

 

 

1.53

%

 

$

283,002

 

 

 

1,646

 

 

 

1.17

%

Savings and money market deposits

 

 

484,470

 

 

 

3,500

 

 

 

1.46

%

 

 

404,064

 

 

 

2,418

 

 

 

1.21

%

Time deposits

 

 

396,588

 

 

 

4,030

 

 

 

2.05

%

 

 

184,074

 

 

 

1,483

 

 

 

1.62

%

Total interest-bearing deposits

 

 

1,331,888

 

 

 

10,950

 

 

 

1.66

%

 

 

871,140

 

 

 

5,547

 

 

 

1.28

%

Borrowings and repurchase agreements

 

 

80,496

 

 

 

1,165

 

 

 

2.92

%

 

 

92,006

 

 

 

1,118

 

 

 

2.45

%

Total interest-bearing liabilities

 

 

1,412,384

 

 

 

12,115

 

 

 

1.73

%

 

 

963,146

 

 

 

6,665

 

 

 

1.40

%

Noninterest-bearing deposits

 

 

301,638

 

 

 

 

 

 

 

 

 

 

 

253,727

 

 

 

 

 

 

 

 

 

Total funding sources

 

 

1,714,022

 

 

 

 

 

 

 

 

 

 

 

1,216,873

 

 

 

 

 

 

 

 

 

Noninterest-bearing liabilities

 

 

23,202

 

 

 

 

 

 

 

 

 

 

 

7,083

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

259,162

 

 

 

 

 

 

 

 

 

 

 

149,914

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,996,386

 

 

 

 

 

 

 

 

 

 

$

1,373,870

 

 

 

 

 

 

 

 

 

Net interest spread (4)

 

 

 

 

 

 

 

 

 

 

3.30

%

 

 

 

 

 

 

 

 

 

 

3.04

%

Net interest income/margin (5)

 

 

 

 

 

$

34,010

 

 

 

3.71

%

 

 

 

 

 

$

22,433

 

 

 

3.43

%

 

(1)

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

(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 annualized net interest income calculated on a tax equivalent basis divided by total average interest-earning assets for the period.

Our net interest margin was 3.68% and 3.46% for the second quarter of 2019 and 2018, respectively.  For the six months ended June 30, 2019 and 2018, our net interest margin was 3.71% and 3.43%, respectively.  The increase in net interest margin for both periods was primarily due to rising yields on earning assets partially offset by rising deposit costs.  

For the second quarter of 2019 and 2018, average loan yields increased from 5.04% to 5.44% which was primarily driven by increases in short-term interest rate indexes affecting the variable rate portion of our loan portfolio, partially offset by competitive pricing pressures.  For the six months ended June 30, 2019 and 2018, average loan yields increased from 4.89% to 5.47%. From December 31, 2017 to June 30, 2019, the LIBOR – 1 month interest rate increased from 1.56% to 2.40%.  Approximately 55% of our loan portfolio is variable in nature.

Average loans for the three and six months ended June 30, 2019 increased 41.0% and 41.8%, respectively compared to the similar periods in 2018 as a result of the Athens acquisition, adding new bankers in the Nashville MSA and continued focus on attracting new clients.

35

 


For the second quarter of 2018 and 2019, average security yields increased from 2.82% to 3.22% and from 2.75% to 3.21% for the six months ended June 30, 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 42 basis points for the second quarter of 2019 compared to the similar period in 2018 and 59 basis points for the six months ended June 30, 2019 compared to the similar period of 2018.

We funded our growth in loans through an increase in funding sources of 39.0% and 40.9% for the three and six months ended June 30, 2019 compared to the similar periods in 2018. The primary driver of our increased funding sources was growth in our average deposits of 47.4% and 45.5% for the three and six months ended June 30, 2019 compared to the similar periods in 2018 which was largely driven by the acquisition.  Average non-interest bearing deposits increased 32.3% and 18.9% for the three and six months ended June 30, 2019 compared to the similar period in 2018.

The average rate paid on interest-bearing liabilities was 1.75% for the second quarter of 2019, as compared to 1.51% for the same period in 2018. For the six months ended June 30, 2019 and 2018, the average rate paid on interest-bearing liabilities was 1.73% and 1.40%, respectively.  These increases were due to the increases in the Fed Funds rate which increased from 1.33% at December 31, 2017 to 2.40% at June 30, 2019. We passed along a portion of this 107 basis point rate increase to our clients.

Asset/Liability Management and Interest Rate Risk

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.

Interest Rate Simulation Sensitivity Analysis

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 lines of business, 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 June 30, 2019, 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. 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. 

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

 

 

2.6

%

Increase 100bp

 

 

1.5

 

Decrease 100bp

 

 

(3.7

)

Decrease 200bp

 

 

(10.7

)

36

 


Provision for Loan Losses

Our policy is to maintain an allowance for loan losses at a level sufficient to absorb probable incurred losses inherent in the loan portfolio. The allowance is increased by a provision for loan losses, which is a charge to earnings, is decreased by charge-offs and is increased by loan recoveries. Our allowance for loan losses as a percentage of total loans was 0.90% and 0.85% at June 30, 2019 and December 31, 2018, respectively.

The provision for loan losses amounted to $0.0 million and $0.9 million, respectively, for the three and six months ended June 30, 2019 compared to $0.2 million and $0.8 million, respectively, for the three and six months ended June 30, 2018. 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.

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 June 30, 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 negatively impact our asset quality and the adequacy of our allowance for loan losses and, thus, the resulting provision for loan losses.  See “Notes to Consolidated Financial Statements (Unaudited) — Note 3 — Loans and Allowance for Loan Losses” for additional information on our allowance for loan losses.

Noninterest Income

In addition to net interest income, we generate other types of recurring noninterest income from our lines of business. Our banking operations generate revenue from service charges and fees on deposit accounts. We have a mortgage banking division that generates revenue from originating and selling mortgages, a division that originates and sells commercial real estate loans (Tri-Net), and we have a revenue-sharing relationship with a registered broker-dealer, which generates 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.

 

 

 

 

 

 

 

 

 

 

 

2019 - 2018

 

 

 

 

 

 

 

 

 

 

2019 - 2018

 

 

 

Three Months Ended

 

 

Percent

 

 

Six Months Ended

 

 

Percent

 

 

 

June 30,

 

 

Increase

 

 

June 30,

 

 

Increase

 

 

 

2019

 

 

2018

 

 

(Decrease)

 

 

2019

 

 

2018

 

 

(Decrease)

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury management and other deposit service charges

 

$

813

 

 

$

427

 

 

 

90.5

%

 

$

1,611

 

 

$

829

 

 

 

94.4

%

Net gain (loss) on sale of securities

 

 

(121

)

 

 

3

 

 

 

(4205.2

)%

 

 

(108

)

 

 

3

 

 

 

(3699.3

)%

Tri-Net fees

 

 

1,024

 

 

 

325

 

 

 

215.0

%

 

 

1,664

 

 

 

853

 

 

 

95.1

%

Mortgage banking income

 

 

3,087

 

 

 

1,383

 

 

 

123.3

%

 

 

4,472

 

 

 

2,695

 

 

 

65.9

%

Other noninterest income

 

 

2,229

 

 

 

627

 

 

 

255.0

%

 

 

4,128

 

 

 

1,474

 

 

 

180.1

%

Total noninterest income

 

$

7,032

 

 

$

2,765

 

 

 

154.3

%

 

$

11,767

 

 

$

5,854

 

 

 

101.0

%

 

The increase in treasury management and other deposit service charges for the three and six months ended June 30, 2019 compared to the same periods in 2018 was driven primarily by our acquisition of Athens and by transaction volume, which can fluctuate from period to period.  Growth in the volume of our commercial and consumer deposit accounts was the primary contributor to the increase.  

Tri-Net fees are generated from originating and selling commercial real estate loans to third-party investors.  All of these loan sales transfer servicing rights to the buyer.  The volume of loan sales fluctuates from period to period based on various factors, including, but not limited to, market conditions and our need for liquidity.

Mortgage banking income consists of mortgage fee income from the origination and sale of mortgage loans.  These mortgage fees are for loans that we originated in our markets that are subsequently sold to third-party investors.  Mortgage origination fees will fluctuate from quarter to quarter as the interest rate environment changes.  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 resulting in an additional $0.9 million of mortgage banking income for the three and six months ended June 30, 2019.

37

 


Other noninterest income primarily consists of loan related fees, interchange income and wealth management income.  The increase from 2018 to 2019 was primarily due to organic growth and our acquisition of Athens.  

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.

 

 

 

 

 

 

 

 

 

 

 

2019 - 2018

 

 

 

 

 

 

 

 

 

 

2019 - 2018

 

 

 

Three Months Ended

 

 

Percent

 

 

Six Months Ended

 

 

Percent

 

 

 

June 30,

 

 

Increase

 

 

June 30,

 

 

Increase

 

 

 

2019

 

 

2018

 

 

(Decrease)

 

 

2019

 

 

2018

 

 

(Decrease)

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$

8,563

 

 

$

6,340

 

 

 

35.1

%

 

$

16,995

 

 

$

12,598

 

 

 

34.9

%

Data processing and software

 

 

1,862

 

 

 

810

 

 

 

130.0

%

 

 

3,336

 

 

 

1,608

 

 

 

107.5

%

Professional fees

 

 

501

 

 

 

344

 

 

 

45.4

%

 

 

1,043

 

 

 

819

 

 

 

27.5

%

Occupancy

 

 

809

 

 

 

535

 

 

 

51.3

%

 

 

1,692

 

 

 

1,056

 

 

 

60.3

%

Equipment

 

 

1,026

 

 

 

602

 

 

 

70.4

%

 

 

1,878

 

 

 

1,141

 

 

 

64.5

%

Regulatory fees

 

 

272

 

 

 

233

 

 

 

17.0

%

 

 

546

 

 

 

436

 

 

 

25.3

%

Merger related expenses

 

 

1,711

 

 

 

335

 

 

 

411.3

%

 

 

2,305

 

 

 

335

 

 

 

588.7

%

Amortization of intangibles

 

 

419

 

 

 

10

 

 

 

4163.9

%

 

 

850

 

 

 

20

 

 

 

4220.5

%

Other operating

 

 

1,307

 

 

 

796

 

 

 

64.0

%

 

 

2,551

 

 

 

1,573

 

 

 

62.1

%

Total noninterest expense

 

$

16,470

 

 

$

10,005

 

 

 

64.6

%

 

$

31,196

 

 

$

19,586

 

 

 

59.3

%

 

Salaries and employee benefits increased 35.1% and 34.9%, respectively, for the three and six months ended June 30, 2019 compared to the similar periods in 2018. The increase is primarily related to the addition of personnel associated with our acquisition of Athens and continued expansion in the Nashville MSA. The number of full-time employees increased from 175 at January 1, 2018 to 290 at June 30, 2019.

Data processing and software expense increased during the periods presented due to an increase in the volume of transactions from organic growth and costs associated with running dual systems related to our acquisition of Athens.  The Athens related systems conversion occurred during April 2019.

The increase in occupancy expense and equipment expense for each of the periods presented is due to our acquisition of Athens and relocating our Brentwood branch location at the beginning of 2019.

Merger related expenses are the result of our acquisition with Athens. 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 (ratio of noninterest expense to the sum of net interest income and noninterest income) was 68.5% for the three months ended June 30, 2019 compared to 69.7% for the same period 2018.  For the six months ended June 30, 2019 and 2018, our efficiency ratio was 68.2% and 69.2%, respectively. The efficiency ratio measures the amount of expense that is incurred to generate a dollar of revenue. For the six months ended June 30, 2019, our revenue base (net interest income plus noninterest income) grew at a rate of approximately 1.0 times our noninterest expense.

Income Tax Provision

During the three and six months ended June 30, 2019, we recorded income tax expense of $1.8 million and $3.2 million, respectively, compared to $0.7 million and $1.1 million, respectively, for the three and six months ended June 30, 2018. Our income tax expense for the six months ended June 30, 2019 reflects an effective income tax rate of 23.1% compared to 14.6% for the same period in 2018.  Our effective tax rate differs from the statutory tax rate by our investments in municipal securities, company owned life insurance, state tax credits, certain non-deductible expenses, and the recognition of excess tax benefits related to stock compensation.  

38

 


In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions, including income tax consequences. In addition to other changes, the guidance changes the accounting for excess tax benefits and tax deficiencies from generally being recognized in additional paid-in capital to recognition as income tax expense or benefit in the period they occur. As a result, our income tax expense was increased by $2,000 and reduced by $31,000 for the three and six months ended June 30, 2019, respectively, and reduced by $277,000 and $640,000 for the three and six months ended June 30, 2018, respectively.

(b)

Financial Condition

Balance Sheet

Total assets increased $54.5 million, or 2.8%, from $1.96 billion on December 31, 2018 to $2.02 billion on June 30, 2019. Loans grew $10.8 million, or 0.8%, in the first six months of 2019, cash increased $50.6 million, or 48.0%, offset by a decrease in securities of $48.9 million, or 20% for the same period. Loans held for sale increased $32.0 million, or 55.6%, during the first six months of 2019.  

Total liabilities increased $46.2 million, or 2.7%, from $1.71 billion on December 31, 2018 to $1.76 billion on June 30, 2019. Deposits increased $152.8 million, or 9.7% over the same period of time.  We utilized this growth in deposits to decrease our Federal Home Loan Bank advances $115.0 million during the first six months of 2019.

Loans and Leases

The composition of loans and leases at June 30, 2019 and December 31, 2018 and the percentage of each classification to total loans are summarized as follows:

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

Commercial real estate

 

$

594,812

 

 

 

41.2

%

 

$

550,446

 

 

 

38.5

%

Consumer real estate

 

 

255,043

 

 

 

17.7

%

 

 

253,562

 

 

 

17.7

%

Construction and land development

 

 

123,901

 

 

 

8.6

%

 

 

174,670

 

 

 

12.2

%

Commercial and industrial

 

 

404,745

 

 

 

28.1

%

 

 

404,600

 

 

 

28.3

%

Consumer

 

 

26,704

 

 

 

1.9

%

 

 

25,615

 

 

 

1.8

%

Other

 

 

35,412

 

 

 

2.5

%

 

 

20,901

 

 

 

1.5

%

Total loans

 

$

1,440,617

 

 

 

100.0

%

 

$

1,429,794

 

 

 

100.0

%

 

At June 30, 2019, our loan portfolio composition remained relatively consistent with the composition at December 31, 2018. The commercial real estate category contains owner-occupied 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 business rather than on the valuation of the real estate. As of June 30, 2019 and December 31, 2018, owner-occupied commercial real estate loans were $173.3 million and $141.9 million, respectively.

Non-Performing Loans and Assets

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

 

 

 

June 30,

2019

 

 

December 31,

2018

 

Non-accrual loans

 

$

1,443

 

 

$

2,078

 

Troubled debt restructurings

 

 

1,238

 

 

 

1,391

 

Loans past due over 89 days and still accruing

 

 

302

 

 

 

214

 

 

 

 

 

 

 

 

 

 

Non-performing loans

 

 

1,443

 

 

 

2,078

 

Foreclosed real estate

 

 

914

 

 

 

988

 

Non-performing assets

 

$

2,357

 

 

$

3,066

 

Non-performing loans as a percentage of total loans

 

 

0.10

%

 

 

0.15

%

Non-performing assets as a percentage of total assets

 

 

0.12

%

 

 

0.16

%

 

39

 


The following table sets forth the major classifications of non-accrual loans:

 

 

 

June 30, 2019

 

 

December 31, 2018

 

Commercial real estate

 

$

 

 

$

 

Consumer real estate

 

 

676

 

 

 

1,187

 

Construction and land development

 

 

124

 

 

 

19

 

Commercial and industrial

 

 

616

 

 

 

817

 

Consumer

 

 

27

 

 

 

55

 

Other

 

 

 

 

 

 

Total loans

 

$

1,443

 

 

$

2,078

 

 

(c)

Liquidity

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 maximizing financial results. 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 $195.0 million at June 30, 2019. We pledge portions of our investment securities portfolio to secure public fund deposits, derivative positions and Federal Home Loan Bank (“FHLB”) advances. At June 30, 2019, total investment securities pledged for these purposes comprised 41% of the estimated fair value of the entire investment portfolio, leaving $118.0 million of unpledged securities.

We have a large base of non-maturity customer deposits, defined as demand, savings, and money market deposit accounts. At June 30, 2019, such deposits totaled $1.3 billion and represented 77% 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 June 30, 2019, available credit from the FHLB totaled $150.7 million. Additionally, we had available federal funds purchased lines with correspondent banks totaling $110.0 million at June 30, 2019.

The principal source of cash for CapStar Financial Holdings, Inc. (the “Parent Company”) is dividends paid to it as the sole shareholder of the Bank. At June 30, 2019, the Bank was able to pay up to $26.2 million in dividends to the Parent Company 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 expected short-term and long-term liquidity needs.

40

 


(d)

Capital Resources

At June 30, 2019, shareholders’ equity totaled $262.7 million, an increase of $8.3 million since December 31, 2018. Accordingly, as of June 30, 2019, the Company and the Bank were well-capitalized under the regulatory framework for prompt corrective action.  See the Consolidated Statement of Changes in Shareholders’ Equity for further detail of the changes in equity since the end of 2018.

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 sheet.  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.

Our off-balance sheet arrangements are summarized in Note 8 of the consolidated financial statements.

41

 


(e)

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 common equity per share to the most directly comparable GAAP financial measures.

 

(dollars in thousands, except per share data)

 

June 30, 2019

 

 

December 31, 2018

 

Total equity

 

$

262,664

 

 

$

254,379

 

Less core deposit intangible

 

 

(7,689

)

 

 

(8,538

)

Less goodwill

 

 

(37,510

)

 

 

(37,510

)

Less preferred stock

 

 

(878

)

 

 

(878

)

Less preferred stock additional paid-in capital

 

 

(8,122

)

 

 

(8,122

)

Tangible common equity

 

$

208,465

 

 

$

199,331

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,018,421

 

 

$

1,963,883

 

Less core deposit intangible

 

 

(7,689

)

 

 

(8,538

)

Less goodwill

 

 

(37,510

)

 

 

(37,510

)

Total tangible assets

 

$

1,973,222

 

 

$

1,917,835

 

 

 

 

 

 

 

 

 

 

Total shareholders' equity to total assets

 

 

13.01

%

 

 

12.95

%

Tangible common equity ratio

 

 

10.56

%

 

 

10.39

%

Total shares of common stock outstanding

 

 

17,561,476

 

 

 

17,724,721

 

Book value per share of common stock

 

$

14.44

 

 

$

13.84

 

Tangible book value per share of common stock

 

 

11.87

 

 

 

11.25

 

 

42

 


(f)

Recently Issued Accounting Pronouncements

ASU 2016-02, Leases

In February 2016, the FASB amended the Leases topic of the Accounting Standards Codification to revise certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted.

The Company adopted the guidance using the modified retrospective method and practical expedients for transition. The practical expedients allow the Company to largely account for our existing leases consistent with current guidance except for the incremental balance sheet recognition for lessees. The Company evaluated the new guidance and its impact on the Company’s financial statements. Based on leases outstanding at December 31, 2018, the impact of adoption on January 1, 2019 was recording a lease liability of approximately $13.4 million, a right-of-use asset of approximately $12.8 million, and elimination of deferred rent of approximately $0.6 million. The leasing liability and right-of-use asset are recorded in other liabilities and other assets, respectively.

ASU 2016-13, Financial Instruments – Credit Losses

In June 2016, the FASB issued guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. The amendments will be effective for the Company for reporting periods beginning after December 15, 2019. Early adoption is permitted for all organizations for periods beginning after December 15, 2018.

The Company will apply the amendments to the ASU through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. While early adoption is permitted beginning in first quarter 2019, we do not expect to elect that option. We are evaluating the impact of the ASU on our consolidated financial statements. In addition to our allowance for loan losses, we will also record an allowance for credit losses on debt securities instead of applying the impairment model currently utilized. The amount of the adjustments will be impacted by each portfolio's composition and credit quality at the adoption date as well as economic conditions and forecasts at that time.

ASU 2017-04, Simplifying the Test of Goodwill Impairment

In January 2017, the FASB amended the Goodwill and Other Topic of the Accounting Standards Codification to simplify the accounting for goodwill impairment for public business entities and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The amendment removes Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.  The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2019.  The Company does not expect these amendments to have a material effect on its financial statements.

ASU 2018-07, Compensation – Stock Compensation

In June 2018, the FASB amended the Compensation—Stock Compensation Topic of the Accounting Standards Codification. The amendments expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments are effective for years beginning after December 15, 2018, including interim periods within that year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. These amendments did not have a material effect on the Company’s financial statements.

(g)

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 3. Quantitative and Qualitative Disclosures About Market Risk.

Information required by this item is included in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Interest Rate Simulation Sensitivity Analysis” of this Report.

43

 


 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company, with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report.  Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the Company’s filings under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

44

 


PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

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 and\or results of operations.

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, in the U.S. District Court for the Middle District of Tennessee, in connection with Mr. Lawrence and The Lawrence Group's acquisition of CapStar stock. The complaint alleges that defendants violated Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") by filing materially false and misleading Schedules 13D regarding defendants' acquisition of a minority stake (1,156,675 shares) of CapStar 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 CapStar's motion for expedited discovery, which is presently underway. 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 CapStar's claims that defendants violated Tennessee Code Section 45-2-107 under Section 13(d) of the Exchange Act to proceed.

Mr. Lawrence has also filed an Interagency Notice of Change in Control pursuant to the CBCA with the Federal Reserve on October 30, 2017, seeking permission to acquire up to 15% of the outstanding voting shares of CapStar's 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 the Company 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.

Item 1A.

Risk Factors

In evaluating an investment in the Company’s securities, investors should consider carefully, among other things, information under the heading “Cautionary Note Regarding Forward-Looking Statements” in this Report as well as those factors that are detailed from time to time in the Company’s periodic and current reports filed with the SEC, including those factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 under the heading “Item 1A. Risk Factors” and in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

 

 

 

 

 

 

45

 


Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

The following table shows information relating to the repurchase of shares of common stock by the Company during the three months ended June 30, 2019.

 

 

 

Total number of

shares purchased (1)

 

 

Average price paid

per share

 

 

Total number of

shares purchased

as part of publicly

announced plan

(2)

 

 

Maximum number

(or approximate

dollar value) of

shares that may

yet be purchased

under the plan

April 1 - April 30

 

 

95,959

 

(3)

$

15.49

 

 

 

94,600

 

 

$4.09 million

May 1 - May 31

 

 

20,174

 

(4)

 

14.78

 

 

 

6,000

 

 

$4.00 million

June 1 - June 30

 

 

119,000

 

 

 

15.55

 

 

 

119,000

 

 

$2.15 million

Total

 

 

235,133

 

(5)

$

15.46

 

 

 

219,600

 

 

$2.15 million

_____________________________________________

 

(1)

The total amounts include shares of stock withheld to pay taxes due upon vesting of restricted shares. The Company’s withholding of shares to pay taxes due upon the vesting of restricted shares has no impact on the number of shares that may be repurchased under the Repurchase Program (defined below).

(2)

On December 21, 2018, the Company announced that its Board of Directors authorized a share repurchase program (the “Repurchase Program”) pursuant to which the Company may purchase up to $8,000,000 (the “Maximum Dollar Amount”) of its issued and outstanding shares of common stock, par value $1.00 per share (“Common Stock”). The Repurchase Program will terminate on the date on which the earlier of the following occur: (i) the Maximum Dollar Amount of Common Stock has been repurchased under the Repurchase Program or (ii) December 31, 2021.

(3)

The Company acquired 1,359 shares through withholdings to pay taxes due upon the vesting of restricted shares.

(4)

The Company acquired 14,174 shares through withholdings to cover proceeds due upon the exercise of stock options.

(5)

The Company acquired 15,533 total shares through withholdings to pay taxes due upon the vesting of restricted shares and withholdings to cover proceeds due upon the exercise of stock options.

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 shares were sold at a public offering price of $15.00 per share, resulting in aggregate gross proceeds of approximately $44.6 million. 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.  The aggregate offering price for the shares sold by the selling shareholders was approximately $19.3 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.  The Company made no payments to its directors, officers or persons owning ten percent or more of its common stock or to their associates, or to its affiliates in connection with the issuance and sale of the common stock or in connection with the use of IPO proceeds.  Keefe, Bruyette & Woods, Inc. and Sandler O’Neill & Partners, L.P. acted as lead book-running managers for the initial public offering. Our common stock is currently trading on the NASDAQ Global Select Market under the symbol “CSTR.”

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.

46

 


Item 6.

Exhibits

 

Exhibit
Number

 

Description

 

 

2.1

 

Agreement and Plan of Merger, dated as of June 11, 2018, by and between CapStar Financial Holdings, Inc. and Athens Bancshares Corporation (incorporated by reference herein to Exhibit 2.1 to the Company’s Current Report on Form 8-K  filed on June 14, 2018)

 

 

 

3.1

 

Charter of CapStar Financial Holdings, Inc. (incorporated by reference herein to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File Number 333-213367) filed on August 29, 2016)

 

 

 

3.2

 

Bylaws of CapStar Financial Holdings, Inc. (incorporated by reference herein to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File Number 333-213367) filed on August 29, 2016)

 

 

 

4.1

 

Form of Common Stock Certificate (incorporated by reference herein to Exhibit 4.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File Number 333-213367) filed on September 20, 2016)

 

 

 

4.2

 

Second Amended and Restated Shareholders’ Agreement, dated as of August 22, 2016, among CapStar Financial Holdings, Inc., CapStar Bank, Corsair III Financial Services Capital Partners, L.P., Corsair III Financial Services Offshore 892 Partners, L.P., North Dakota Investors, LLC and certain other persons named therein (incorporated by reference herein to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File Number 333-213367) filed on August 29, 2016)

 

 

 

10.1†

 

Eighth Amended and Restated Executive Employment Agreement, by and among the Company and Claire W. Tucker, dated as of May 13, 2019 (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on form 8-K filed on May 17, 2019)

 

 

 

10.2†

 

Executive Employment Agreement, by and among the Company, the Bank and Timothy K. Schools, dated May 13, 2019 (incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 17, 2019)

 

 

 

10.3*†

 

 CapStar Financial Holdings, Inc. Non-Qualified Stock Option Agreement by and between the Company and Timothy K. Schools, dated May 22, 2019.

 

 

 

31.1

 

Certification of Chief Executive Officer of CapStar Financial Holdings, Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.*

 

 

31.2

 

Certification of Chief Financial Officer of CapStar Financial Holdings, Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.*

 

 

32.1

 

Certification of Chief Executive Officer of CapStar Financial Holdings, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.**

 

 

32.2

 

Certification of Chief Financial Officer of CapStar Financial Holdings, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.**

 

 

101.INS

 

XBRL Instance Document.*

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document.*

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document.*

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document.*

 

 

 

47

 


101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document.*

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Document.*

 

___________________________________________________________________________

*

Filed with this Quarterly Report on Form 10-Q.

**

Furnished with this Quarterly Report on Form 10-Q.

Represents a management contract or a compensatory plan or arrangement.

 

48

 


SIGNATURES

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

 

 

 

 

CAPSTAR FINANCIAL HOLDINGS, INC.

 

By:

 

/s/ Robert B. Anderson

 

 

Robert B. Anderson

 

 

Chief Financial Officer and Chief Administrative Officer

 

 

(Duly Authorized Officer and Principal Financial Officer)

 

 

 

Date:  August 7, 2019

 

49